Agent’s Reliance, Etc. Neither the 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 under or in connection with this Agreement or any of the other Program Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent: (i) may consult with legal counsel (including counsel for any Subject Entity or any Adviser or any Manager) and 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 the Lender or any Secondary Lender and shall not be responsible to the Lender or any Secondary Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Documents; (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, the other Program Documents on the part of any Subject Entity, any Adviser, any Manager, the Custodian or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager or the Custodian; (iv) shall not be responsible to the Lender or any Secondary Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Program 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 other Program Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Credit and Security Agreement (Belport Capital Fund LLC), Credit and Security Agreement (Belmar Capital Fund LLC)
Agent’s Reliance, Etc. (a) Neither the Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Facility Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the each Agent: (i) may consult with legal counsel (including including, without limitation, counsel for any Subject Entity the Borrower or the Collateral Manager or any Adviser or any Managerof their Affiliates) and 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 the Lender any Secured Party or any Secondary Lender other Person and shall not be responsible to the Lender any Secured Party or any Secondary Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Facility Documents; (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, the other Program Facility Documents or any Related Documents on the part of any Subject Entity, any Adviser, any Managerthe Borrower, the Custodian Lenders or the Collateral Manager or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager the Borrower or the CustodianCollateral Manager; (iv) shall not be responsible to the Lender any Secured Party or any Secondary Lender other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Collateral, this Agreement, the other Program Documents Facility Documents, any Related 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 other Program Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopierfacsimile, telegramemail, cable or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower, the Collateral Manager or any Lender or any other Person for the Borrower's, Collateral Manager's or any Lender's, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.
Appears in 2 contracts
Samples: Credit and Security Agreement (WhiteHorse Finance, Inc.), Credit and Security Agreement (WhiteHorse Finance, Inc.)
Agent’s Reliance, Etc. (a) Neither the Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Facility Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the each Agent: (i) may consult with legal counsel (including including, without limitation, counsel for any Subject Entity the Borrower or the Portfolio Manager or any Adviser or any Managerof their Affiliates) and 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 the Lender any Secured Party or any Secondary Lender other Person and shall not be responsible to the Lender any Secured Party or any Secondary Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Facility Documents; (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, the other Program Facility Documents or any Related Documents on the part of any Subject Entity, any Adviser, any Manager, the Custodian Borrower or the Portfolio Manager or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager the Borrower or the CustodianPortfolio Manager; (iv) shall not be responsible to the Lender any Secured Party or any Secondary Lender other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, ownership, transferability or value of any Collateral, this Agreement, the other Program Documents Facility Documents, any Related 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 other Program Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, telegramemail, cable or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.
Appears in 2 contracts
Samples: Credit and Security Agreement (BlackRock Private Credit Fund), Credit and Security Agreement (BlackRock Private Credit Fund)
Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable to the Lenders for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program DocumentsLender Agreements, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Agent: (ia) may treat the payee of any Term Loan Note or any Revolving Credit Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form required under Article 12 hereof; (b) may consult with legal counsel (including counsel for any Subject Entity or any Adviser or any Manager) and counsel, 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 representations to the Lender or any Secondary Lender and shall not be responsible to the Lender or any Secondary Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program DocumentsLender Agreements; (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, Agreement or the other Program Documents Lender Agreements on the part of any Subject Entity, any Adviser, any Manager, American Ski or the Custodian Borrowers or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager American Ski or the CustodianBorrowers or any other Person; (ive) shall not be responsible to the Lender or any Secondary Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, Agreement or the other Program Documents Lender Agreements or any other instrument or document furnished pursuant hereto or thereto; and (vf) shall incur no liability under or in respect of this Agreement or any the other Program Document Lender Agreements by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telecopy or telegram, cable or telex) believed by it the Agent to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Credit Agreement (American Skiing Co /Me), Credit Agreement (American Skiing Co /Me)
Agent’s Reliance, Etc. Neither Agent shall administer this Agreement and the other Loan Documents and service the Loan in accordance with the terms and conditions of this Agreement and with the same degree of care as the Agent nor any would use in servicing a loan of similar size and type held for its own account; provided, however, that none of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent: (i) may consult with legal counsel (including counsel for any Subject Entity or any Adviser or any Manager) and 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) makes no warranty or representation to the Lender or any Secondary Lender and shall not be responsible to the Lender or any Secondary Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program DocumentsAgreement; (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, the other Program Documents Agreement on the part of any Subject Entity, any Adviser, any Manager, the Custodian or any other Person Borrower or to inspect the property Property (including the books and records) of any Subject Entity, any Adviser, any Manager or the CustodianBorrower; (iv) shall not be responsible to the Lender or any Secondary Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Program Documents Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (v) shall incur no liability under or in respect of this Agreement or any other Program Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Loan Agreement (Trulieve Cannabis Corp.), Loan Agreement
Agent’s Reliance, Etc. Neither the Agent nor any of An Agent, its directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program DocumentsLoan Document, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the each Agent: (ia) may treat the payee of any Promissory Note as the holder thereof until such Agent receives conclusive evidence of a legally effective transfer in accordance with Section 9.04 of this Agreement; (b) may consult with legal counsel (including counsel for any Subject Entity or any Adviser or any Manager) and the Borrowers), 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 the Lender or any Secondary Lender and shall not be responsible to the Lender or any Secondary Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Program DocumentsLoan 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 this Agreement, the Agreement or any other Program Documents Loan Document on the part of any Subject Entity, any Adviser, any Manager, the Custodian or any other Person Borrowers or to inspect the property Property (including the books and records) of any Subject Entitythe Borrowers; provided, any Adviserhowever, any Manager or that the CustodianCollateral Agent has certain duties with respect to the inspection of certain of the Collateral as set forth in Section 8.01(b) of this Agreement; (ive) shall not be responsible to the Lender or any Secondary Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement, the Agreement or any other Program Documents Loan Document or any other instrument or document furnished pursuant hereto or theretohereto; provided, however, that the Collateral Agent and the Documentation Agent (with respect to the Documentation Agent, solely as to the period prior to the closing of the transactions contemplated by this Agreement) have certain duties with respect to filing and continuation of financing statements and Preferred Ship's Mortgages (in certain cases) covering the Collateral; and (vf) shall incur no liability under or in respect of this Agreement or any other Program Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable electronic mail or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Credit and Security Agreement (Marinemax Inc), Credit and Security Agreement (Marinemax Inc)
Agent’s Reliance, Etc. (a) Neither the Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Facility Documents, except for its or their own gross negligence negligence, fraud or willful misconduct. Without limiting the generality of the foregoing, the each Agent: (i) may consult with legal counsel (including counsel for any Subject Entity the Borrower or the Collateral Manager or any Adviser or any Managerof their Affiliates) and independent public accountants and other experts selected by it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by such Agent in good faith in accordance with such opinion and shall not be liable for any action taken taken, suffered 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 the Lender any Secured Party or any Secondary Lender other Person and shall not be responsible to the Lender any Secured Party or any Secondary Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Facility Documents; (iii) shall not have any duty to ascertain monitor, ascertain, or to inquire investigate as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Program Documents Facility Documents, any Related Document or any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of any Subject Entity, any Adviser, any Managerthe Borrower, the Custodian Collateral Manager or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager the Borrower or the CustodianCollateral Manager; (iv) shall not be responsible to the Lender any Secured Party or any Secondary Lender other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the Collateral), this Agreement, the other Program Documents Facility Documents, any Related 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 other Program Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate (including, for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, telegramemail, cable or telex, if acceptable to it) reasonably believed by it to be genuine and believed by it to be 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 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 inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower, any Lender or any other Person for the Borrower’s, the Collateral Manager’s, any Lender’s, or any other Person’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.
Appears in 2 contracts
Samples: Credit and Security Agreement (Saratoga Investment Corp.), Credit and Security Agreement (Saratoga Investment Corp.)
Agent’s Reliance, Etc. Neither None of the Agent nor Agents, any of its their Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Program Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Agent (a) may treat the Agent: payee of any Note as its holder until such Note has been assigned in accordance with Section 10.6, (ib) may rely on the Register, (c) may consult with legal counsel (including counsel for any Subject Entity to the Borrower or any Adviser or any Manager) and other 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; , (iid) makes no warranty or representation to the any Lender or any Secondary Issuing Lender and shall not be responsible to the any Lender or any Secondary Issuing Lender for any statements, warranties or representations (whether written made by or oral) made on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or the any other Program Documents; Loan Document, (iiie) shall not have any duty to ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement, the other Program Documents on the part of any Subject Entity, any Adviser, any Manager, the Custodian Agreement or any other Person or Loan Document, as to inspect the property (including the books and records) financial condition of any Subject EntityLoan Party or as to the existence or possible existence of any Default or Event of Default, any Adviser, any Manager or the Custodian; (ivf) shall not be responsible to the any Lender or any Secondary Issuing Lender for the due execution, legality, validity, enforceability, 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, this Agreement, the any other Program Documents Loan Document or any other instrument or document furnished pursuant hereto or thereto; thereto and (vg) shall incur no liability under or in respect of this Agreement or any other Program Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be by telecopier, telegram, cable a telecopy or telexelectronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or partiesparties (other than through such Person’s gross negligence or willful misconduct).
Appears in 2 contracts
Samples: And Collateral Agreement (Allison Transmission Holdings Inc), Credit Agreement (Allison Transmission Holdings Inc)
Agent’s Reliance, Etc. Neither the No 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 an Agent under or in connection with this Agreement or any of the other Program Documentsrelated agreement or document, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the each Agent: (i) may consult with legal counsel (including counsel for any Subject Entity or any Adviser or any Manager) and counsel, 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 the Lender Purchasers or any Secondary Lender Agents and shall not be responsible to the Lender Purchasers or any Secondary Lender Agents for any statements, warranties or representations made by the Transferor, NFC, the Master Trust, the 1995 Master Trust Trustee, the Issuing Entity or the Indenture Trustee (whether written or oralin any capacity) made in or in connection with this Agreement or the other Program Documentsany Series 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, the other Program Documents any Series Document on the part of any Subject Entitythe Transferor, any Adviser, any ManagerNFC, the Custodian Master Trust, the 1995 Master Trust Trustee, the Issuing Entity or the Indenture Trustee (in any other Person capacity) or to inspect the property (including the books and records) of any Subject Entitythe Transferor, any AdviserNFC, any Manager the Master Trust, the 1995 Master Trust Trustee, the Issuing Entity or the CustodianIndenture Trustee (in any capacity); (iv) shall not be responsible to the Lender any Purchaser or any Secondary Lender Agent for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Program Documents Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (v) shall incur no liability under or in respect of this Agreement or any other Program Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telexfacsimile) believed by it in good faith to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Note Purchase Agreement (Navistar International Corp), Note Purchase Agreement (Navistar International Corp)
Agent’s Reliance, Etc. Neither the any Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Loan Documents, except for its or their own gross negligence or willful misconductmisconduct or the directors, officers, agents or employees of the Agent to the extent acting at the direction of the Agent. Without limiting limitation of the generality of the foregoing, the each Agent: (ia) may consult with legal counsel (including counsel for any Subject Entity or any Adviser or any Manager) and 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; (iib) makes no warranty or representation to the Lender or any Secondary Lender and shall not be responsible to the Lender or any Secondary Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Loan Documents; (iiic) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement, the other Program Documents any Loan Document on the part of any Subject Entity, Loan Party or the existence at any Adviser, time of any Manager, Default under the Custodian or any other Person Loan Documents or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager Loan Party and shall not be deemed to have notice or knowledge of a Default or Event of Default unless it receives a written notice from the CustodianBorrower expressly stating that a Default or Event of Default has occurred; (ivd) shall not be responsible to the Lender or any Secondary Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreementany lien or security interest created or purported to be created under or in connection with, the other Program Documents any Loan 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 other Program Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable telecopy or telexelectronic communication) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Credit Agreement (Navistar International Corp), Credit Agreement (Navistar International Corp)
Agent’s Reliance, Etc. (a) 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 under or in connection with this Agreement or any of the other Program Facility Documents, except for its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. Without limiting the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for any Subject Entity the Borrower or any Adviser Servicer or any Managerof their Affiliates) and 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 the Lender any Secured Party or any Secondary Lender other Person and shall not be responsible to the Lender any Secured Party or any Secondary Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Facility Documents; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Program Facility Documents or any Related Documents on the part of the Borrower or any Subject Entity, any Adviser, any Manager, the Custodian Servicer or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager the Borrower or the Custodiansuch Servicer; (iv) shall not be responsible to the Lender any Secured Party or any Secondary Lender other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Collateral, this Agreement, the other Program Documents Facility Documents, any Related Document or any other instrument or document furnished pursuant hereto or theretothereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (v) shall incur no liability under or in respect of this Agreement or any other Program Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, telegram, cable or telexemail) believed by it to be genuine and believe by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s, any Servicer’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.
Appears in 1 contract
Agent’s Reliance, Etc. Neither None of the Agent Administrator and the Purchaser Agents, nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it as Administrator or them as Purchaser Agent, as the case may be, under or in connection with this Agreement or any of the other Program Documents, except for its or their such Person’s own gross negligence or willful misconduct. Without limiting the generality Each of the foregoing, the Administrator and each Purchaser Agent: (i) may consult with legal counsel (including counsel for any Subject Entity or any Adviser or any Manager) and the Seller), independent public accountants and other experts selected by it the Administrator 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 the Lender any Purchaser or any Secondary Lender Purchaser Agent and shall not be responsible to the Lender any Purchaser or any Secondary Lender Purchaser Agent for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program DocumentsAgreement; (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, the other Program Documents Agreement on the part of any Subject Entity, any Adviser, any Manager, the Custodian Celanese Party or any other Person Sub-Servicer or to inspect the property (including the books and records) of any Subject Entity, Celanese Party or any Adviser, any Manager or the CustodianSub-Servicer; (iv) shall not be responsible to the Lender any Purchaser or any Secondary Lender Purchaser Agent for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement, the other Program Documents or any other instrument or document furnished pursuant hereto or theretohereto; and (v) shall incur no liability under or in respect of this Agreement or any other Program Transaction Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties. The Administrator may at any time request instructions from the Purchasers and/or Purchaser Agents, and the Purchaser Agents may at any time request instructions from the Purchasers in their Purchaser Groups, with respect to any actions or approvals which by the terms of this Agreement or of any of the other Transaction Documents the Administrator or such Purchaser Agent is permitted or required to take or to grant, and if such instructions are promptly requested, the Administrator and/or such Purchaser Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under any of the Transaction Documents until it shall have received such instructions from the Majority Purchaser Agents, in the case of the Administrator or Purchasers holding the majority of the aggregate of the Commitments in such Purchaser Agent’s Purchaser Group, in the case of any Purchaser Agent (or, in either case, where expressly required hereunder, from the LC Banks, xxx/xx all of the Purchasers). Without limiting the foregoing, (x) none of the Purchasers and the Purchaser Agents shall have any right of action whatsoever against the Administrator as a result of the Administrator acting or refraining from acting under this Agreement or any of the other Transaction Documents in accordance with the instructions of the Majority Purchaser Agent and (y) none of the Purchasers in a Purchaser Agent’s Purchaser Group shall have any right of action whatsoever against such Purchaser Agent as a result of such Purchaser Agent acting or refraining from acting under this Agreement or any of the other Transaction Documents in accordance with the instructions of the Purchasers within such Purchaser Agent’s Purchaser Group with a majority of the Commitments of such Purchaser Group. The Administrator shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the required Purchasers or required Purchaser Agents, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Purchasers, all Purchaser Agents and the Administrator. Each Purchaser Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Purchasers in such Purchaser Agent’s Purchaser Group with a majority of the Commitments of such Purchaser Group, and any such request and any action taken or failure to act pursuant thereto shall be binding upon all the Purchasers in such Purchaser Agent’s Purchaser Group and such Purchaser Agent.
Appears in 1 contract
Agent’s Reliance, Etc. Neither Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it or them under or in connection with this Agreement or any of the other Program DocumentsLoan Document, except for its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, the Agent: (i) may consult with legal counsel (including its own counsel or counsel for the Borrower, any Subject Entity other Loan Party or any Adviser or any Manager) and the Parent), 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; . Neither the Agent nor any of its directors, officers, agents, employees or counsel: (iia) makes no any warranty or representation to the any Lender or any Secondary Lender other Person and shall not be responsible to the any Lender or any Secondary Lender other Person for any statementsstatement, warranties warranty or representations (whether written representation made or oral) deemed made by the Borrower, any other Loan Party, the Parent or any other Person in or in connection with this Agreement or the any other Program DocumentsLoan Document; (iiib) shall not have any duty to ascertain or to inquire as to the performance (other than the payment of principal, interest and fees due from Borrower) or observance of any of the terms, covenants or conditions of this Agreement, Agreement or any other Loan Document or the other Program Documents satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of any Subject Entitythe Borrower or other Persons or inspect the property, any Adviser, any Manager, books or records of the Custodian Borrower or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager or the CustodianPerson; (ivc) shall not be responsible to the Lender or any Secondary Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this AgreementAgreement or any other Loan Document, the other Program Documents or any other instrument or document furnished pursuant hereto thereto; (d) shall have any liability in respect of any recitals, statements, certifications, representations or theretowarranties contained in any of the Loan Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (ve) shall incur no any liability under or in respect of this Agreement or any other Program Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopiertelephone, telegram, cable telecopy or telexelectronic mail) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. The Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (CBL & Associates Properties Inc)
Agent’s Reliance, Etc. (a) Neither the Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Facility Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the each Agent: (i) may consult with legal counsel (including including, without limitation, counsel for any Subject Entity the Borrower or the Collateral Manager or any Adviser or any Managerof their Affiliates) and 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 the Lender any Secured Party or any Secondary Lender other Person and shall not be responsible to the Lender any Secured Party or any Secondary Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Facility Documents; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Program Facility Documents or any Related Documents on the part of any Subject Entity, any Adviser, any Manager, the Custodian Borrower or the Collateral Manager or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager the Borrower or the CustodianCollateral Manager; (iv) shall not be responsible to the Lender any Secured Party or any Secondary Lender other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Collateral, this Agreement, the other Program Documents Facility Documents, any Related Document or any other instrument or document furnished pursuant hereto or theretothereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (v) shall incur no liability under or in respect of this Agreement or any other Program Facility Document by relying on, acting upon any notice, consent, certificate (or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.refraining from -146-
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.)
Agent’s Reliance, Etc. Neither Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it or them under or in connection with this Agreement or any of the other Program DocumentsLoan Document, except for its or their the Agent’s own gross negligence or willful misconductmisconduct in connection with its obligations expressly set forth herein or therein, as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limiting the generality of the foregoing, the Agent: (i) may consult with legal counsel (including its own counsel or counsel for any Subject Entity or any Adviser or any Manager) and Borrower 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; . Neither the Agent nor any of its directors, officers, agents, employees or counsel: (iia) makes no any warranty or representation to the any Lender or any Secondary Lender other Person and shall not be responsible to the any Lender or any Secondary Lender other Person for any statementsrecitals, warranties statement, warranty or representations (whether written representation made or oral) deemed made by any Borrower Party or any other Person in or in connection with this Agreement or the any other Program DocumentsLoan Document; (iiib) 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, Agreement or any other Loan Document or the other Program Documents satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of any Subject EntityBorrowers or other Persons or inspect the property, any Adviser, any Manager, the Custodian books or records of Borrowers or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager or the CustodianPerson; (ivc) shall not be responsible to the Lender or any Secondary Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this AgreementAgreement or any other Loan Document, any other instrument, certificate, report or document furnished pursuant thereto or any Collateral covered thereby or the other Program perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such Collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or warranties contained in any of the Loan Documents or any other instrument document, instrument, agreement, certificate or document furnished pursuant hereto or theretostatement delivered in connection therewith; and (ve) shall incur no any liability under or in respect of this Agreement or any other Program Loan Document by acting upon any notice, consent, certificate or 108 other instrument or writing (which may be by telecopiertelephone, telegram, cable telecopy or telexelectronic mail) reasonably believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. The Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.
Appears in 1 contract
Agent’s Reliance, Etc. (a) Neither the Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Facility Documents, except for its or their own gross negligence negligence, fraud or willful misconduct. Without limiting the generality of the foregoing, the each Agent: (i) may consult with legal counsel (including counsel for any Subject Entity the Borrower or the Collateral Manager or any Adviser or any Managerof their Affiliates) and independent public accountants and other experts selected by it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by such Agent in good faith in accordance with such opinion and shall not be liable for any action taken taken, suffered 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 the Lender any Secured Party or any Secondary Lender other Person and shall not be responsible to the Lender any Secured Party or any Secondary Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Facility Documents; (iii) shall not have any duty to ascertain monitor, ascertain, or to inquire investigate as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Program Documents Facility Documents, any Related Document or any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of any Subject Entity, any Adviser, any Managerthe Borrower, the Custodian Collateral Manager or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager the Borrower or the CustodianCollateral Manager; (iv) shall not be responsible to the Lender any Secured Party or any Secondary Lender other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the Collateral), this Agreement, the other Program Documents Facility Documents, any Related 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 other Program Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate (including, for the avoidance of doubt, the Borrowing Base Calculation Statement), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, telegramemail, cable or telex, if acceptable to it) reasonably believed by it to be genuine and believe by it to be 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 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 inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower, any Lender or any other Person for the Borrower’s, the Collateral Manager’s, any Lender’s, or any other Person’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document. 109
Appears in 1 contract
Samples: Credit and Security Agreement (CION Investment Corp)
Agent’s Reliance, Etc. (a) Neither the Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Facility Documents, except for its or their own gross negligence negligence, fraud or willful misconduct. Without limiting the generality of the foregoing, the each Agent: (i) may consult with legal counsel (including counsel for any Subject Entity the Borrower or the Servicer or any Adviser or any Managerof their Affiliates) and independent public accountants and other experts selected by it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by such Agent in good faith in accordance with such opinion and shall not be liable for any action taken taken, suffered 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 the Lender any Secured Party or any Secondary Lender other Person and shall not be responsible to the Lender any Secured Party or any Secondary Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Facility Documents; (iii) shall not have any duty to ascertain monitor, ascertain, or to inquire investigate as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Program Documents Facility Documents, any Related Document or any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of any Subject Entity, any Adviser, any Managerthe Borrower, the Custodian Servicer or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager the Borrower or the CustodianServicer; (iv) shall not be responsible to the Lender any Secured Party or any Secondary Lender other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the Collateral), this Agreement, the other Program Documents Facility Documents, any Related 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 other Program Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate (including, for the avoidance of doubt, the Borrowing Base Calculation Statement), instruction or waiver, report, statement, opinion, direction, electronic communication or other instrument or writing (which may be delivered by telecopieremail, telegram, cable or telexif acceptable to it) reasonably believed by it to be genuine and believed by it to be 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 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 inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower, any Lender or any other Person for the Borrower’s, the Servicer’s, any Lender’s, or any other Person’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.
Appears in 1 contract
Samples: Credit and Security Agreement (SLR Private Credit BDC II LLC)
Agent’s Reliance, Etc. Neither the Agent nor any of An Agent, its directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program DocumentsLoan Document, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the each Agent: (ia) may treat the payee of any Promissory Note as the holder thereof until such Agent receives conclusive evidence of a legally effective transfer in accordance with Section 9.04 of this Agreement; (b) may consult with legal counsel (including counsel for any Subject Entity or any Adviser or any Manager) and the Borrowers), 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 the Lender or any Secondary Lender and shall not be responsible to the Lender or any Secondary Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Program DocumentsLoan 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 this Agreement, the Agreement or any other Program Documents Loan Document on the part of any Subject Entity, any Adviser, any Manager, the Custodian or any other Person Borrowers or to inspect the property Property (including the books and records) of any Subject Entitythe Borrowers; provided, any Adviserhowever, any Manager or that the CustodianCollateral Agent has certain duties with respect to the inspection of certain of the Collateral as set forth in Section 8.01(b) of this Agreement; (ive) shall not be responsible to the Lender or any Secondary Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement, the Agreement or any other Program Documents Loan Document or any other instrument or document furnished pursuant hereto or theretohereto; provided, however, that the Collateral Agent and the Documentation Agent (with respect to the Documentation Agent, solely as to the period prior to the closing of the transactions contemplated by this Agreement) have certain duties with respect to filing and continuation of financing statements and Preferred Ship’s Mortgages (in certain cases) covering the Collateral; and (vf) shall incur no liability under or in respect of this Agreement or any other Program Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable electronic mail or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Agent’s Reliance, Etc. Neither None of the Agent nor Agents, any of its their Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Program Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Agent (a) may treat the Agent: payee of any Note as its holder until such Note has been assigned in accordance with Section 10.6, (ib) may rely on the Register, (c) may consult with legal counsel (including counsel for any Subject Entity to the Borrower or any Adviser or any Manager) and other 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; , (iid) makes no warranty or representation to the any Lender or any Secondary Issuing Lender and shall not be responsible to the any Lender or any Secondary Issuing Lender for any statements, warranties or representations (whether written made by or oral) made on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or the any other Program Documents; Loan Document, (iiie) shall not have any duty to ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement, the other Program Documents on the part of any Subject Entity, any Adviser, any Manager, the Custodian Agreement or any other Person or Loan Document, as to inspect the property (including the books and records) financial condition of any Subject EntityLoan Party or as to the existence or possible existence of any Default or Event of Default, any Adviser, any Manager or the Custodian; (ivf) shall not be responsible to the any Lender or any Secondary Issuing Lender for the due execution, legality, validity, enforceability, 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, this Agreement, the any other Program Documents Loan Document or any other instrument or document furnished pursuant hereto or thereto; and , (vg) shall incur no liability under or in respect of this Agreement or any other Program Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be by telecopier, telegram, cable a telecopy or telexelectronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or partiesparties (other than through such Person’s gross negligence or willful misconduct) and (h) may refuse to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable Requirements of Law, including, without limitation, any action that may be in violation of the automatic stay under any Requirement of Law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, medication or termination of property of a Defaulting Lender in violation of any Requirement of Law relating to bankruptcy, insolvency or reorganization or relief of debtors.
Appears in 1 contract
Samples: Credit Agreement (Allison Transmission Holdings Inc)
Agent’s Reliance, Etc. Neither the any Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Loan Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the each Agent: (ia) may treat the payee of any Term Note as the holder thereof until, in the case of the Administrative Agent, the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Term Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assignment and Acceptance, in each case as provided in Section 8.07; (b) may consult with legal counsel (including counsel for any Subject Entity or any Adviser or any Manager) and 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 the Lender or any Secondary Lender and shall not be responsible to the Lender or any Secondary Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Loan 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, the other Program Documents any Loan Document on the part of any Subject Entity, any Adviser, any Manager, the Custodian or any other Person Loan Party or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager or the CustodianLoan Party; (ive) shall not be responsible to the Lender or any Secondary Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreementany lien or security interest created or purported to be created under or in connection with, the other Program Documents any Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (vf) shall incur no liability under or in respect of this Agreement or any other Program Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable telecopy or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Agent’s Reliance, Etc. Neither Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it or them under or in connection with this Agreement or any of the other Program DocumentsLoan Document, except for its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, the Agent: (i) may consult with legal counsel (including its own counsel or counsel for the Borrower, any Subject Entity other Loan Party or any Adviser or any Manager) and the Parent), 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; . Neither the Agent nor any of its directors, officers, agents, employees or counsel: (iia) makes no any warranty or representation to the any Lender or any Secondary Lender and other Person, nor shall not they be responsible to the any Lender or any Secondary Lender other Person for any statementsstatement, warranties warranty or representations (whether written representation made or oral) deemed made by the Borrower, any other Loan Party, the Parent or any other Person in or in connection with this Agreement or the any other Program DocumentsLoan Document; (iiib) shall not have any duty to ascertain or to inquire as to the performance (other than the payment of principal, interest and fees due from Borrower) or observance of any of the terms, covenants or conditions of this Agreement, Agreement or any other Loan Document or the other Program Documents satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of any Subject Entitythe Borrower or other Persons or inspect the property, any Adviser, any Manager, books or records of the Custodian Borrower or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager or the CustodianPerson; (ivc) shall not be responsible to the Lender or any Secondary Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this AgreementAgreement or any other Loan Document, the other Program Documents or any other instrument or document furnished pursuant hereto thereto; (d) shall have any liability in respect of any recitals, statements, certifications, representations or theretowarranties contained in any of the Loan Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (ve) shall incur no any liability under or in respect of this Agreement or any other Program Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopiertelephone, telegram, cable telecopy or telexelectronic mail) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. The Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (CBL & Associates Properties Inc)
Agent’s Reliance, Etc. (a) Neither the Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Facility Documents, except for its or their own gross negligence negligence, fraud or willful misconduct. Without limiting the generality of the foregoing, the each Agent: (i) may consult with legal counsel (including counsel for any Subject Entity the Borrower or the Collateral Manager or any Adviser or any Managerof their Affiliates) and independent public accountants and other experts selected by it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by such Agent in good faith in accordance with such opinion and shall not be liable for any action taken taken, suffered 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 the Lender any Secured Party or any Secondary Lender other Person and shall not be responsible to the Lender any Secured Party or any Secondary Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Facility Documents; (iii) shall not have any duty to ascertain monitor, ascertain, or to inquire investigate as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Program Documents Facility Documents, any Related Document or any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of any Subject Entity, any Adviser, any Managerthe Borrower, the Custodian Collateral Manager or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager the Borrower or the CustodianCollateral Manager; (iv) shall not be responsible to the Lender any Secured Party or any Secondary Lender other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the Collateral), this Agreement, the other Program Documents Facility Documents, any Related 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 other Program Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate (including, for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, telegramemail, cable or telex, if acceptable to it) reasonably believed by it to be genuine and believed by it to be 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 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 inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower, any Lender or any other Person for the Borrower’s, the Collateral Manager’s, any Lender’s, or any other Person’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document. 103
Appears in 1 contract
Samples: Credit and Security Agreement (Saratoga Investment Corp.)
Agent’s Reliance, Etc. Neither the Agent nor any of its directorsNEITHER THE AGENT NOR ANY OF ITS DIRECTORS, officersOFFICERS, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program DocumentsAGENTS OR EMPLOYEES SHALL BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT OR THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER OPERATIVE DOCUMENTS, except for its or their own gross negligence or willful misconductEXCEPT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IT BEING THE INTENT THAT SUCH PERSONS SHALL NOT BE LIABLE FOR ANY SUCH ACTION OR INACTION THAT CONSTITUTES ORDINARY NEGLIGENCE. Without limiting the generality of the foregoing, the Agent: (i) may consult with legal counsel (including counsel for any Subject Entity or any Adviser or any Manager) and counsel, 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 the Lender any Note or any Secondary Lender Certificate Purchaser and shall not be responsible to the Lender any Note or any Secondary Lender Certificate Purchaser for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Operative Documents; (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, Agreement or the other Program Operative Documents on the part of any Subject Entity, any Adviser, any Manager, the Custodian or any other Person Company or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager or the CustodianCompany; (iv) shall not be responsible to the Lender any Note or any Secondary Lender Certificate Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, Agreement or the other Program Operative Documents or any other instrument or document furnished pursuant hereto or theretohereto; and (v) shall incur no liability under or in respect of this Agreement or any the other Program Document Operative Documents by acting upon any notice, consent, certificate 62 124 or other instrument or writing (which may be by telecopier, telegram, cable or telex) in accordance with the terms hereof believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Participation Agreement (Ferro Corp)
Agent’s Reliance, Etc. Neither the 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 them under or in connection with this Agreement or any of the other Program DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent: (ia) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including its own counsel or counsel for any Subject Entity the Borrower or any Adviser or any Manager) and 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 the any Lender or any Secondary Lender other Person and shall not be responsible to the any Lender or any Secondary Lender other Person for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or the any other Program DocumentsLoan 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, Agreement or any other Loan Document or the other Program Documents satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of any Subject Entitythe Borrower or other Persons or inspect the property, any Adviser, any Manager, books or records of the Custodian Borrower or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager or the CustodianPerson; (ive) shall not be responsible to the Lender or any Secondary Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this AgreementAgreement or any other Loan Document, the other Program Documents or any other instrument or document - 45 - 51 furnished pursuant hereto thereto or theretoany Collateral covered thereby or the perfection or priority of any Lien in favor of the 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 other Program Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable telephone or telextelecopy) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties.
Appears in 1 contract
Samples: Credit Agreement (Netzee Inc)
Agent’s Reliance, Etc. Neither the Agent Agents nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Loan Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the AgentAgents: (i) may treat the payee of any Advance as the holder thereof until the Applicable Agent receives and accepts an Assignment and Acceptance entered into by the Lender which is the payee of such Advance, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (ii) may consult with legal counsel (including counsel for any Subject Entity or any Adviser or any Manager) and the Borrowers), 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 make no warranty or representation to the Lender or any Secondary Lender and shall not be responsible to the Lender or any Secondary Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any of the other Program 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, any of the other Program Loan Documents on the part of any Subject Entity, any Adviser, any Manager, the Custodian or any other Person Borrower or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager or the CustodianBorrower; (ivv) shall not be responsible to the Lender or any Secondary Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Program Loan Documents 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 other Program Document of the Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, 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: Credit Agreement (Viad Corp)
Agent’s Reliance, Etc. (a) Neither the Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Facility Documents, except for its or their own gross negligence negligence, fraud or willful misconduct. Without limiting the generality of the foregoing, the each Agent: (i) may consult with legal counsel (including counsel for any Subject Entity the Borrower or the Collateral Manager or any Adviser or any Managerof their Affiliates) and independent public accountants and other experts selected by it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by such Agent in good faith in accordance with such opinion and shall not be liable for any action taken taken, suffered 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 the Lender any Secured Party or any Secondary Lender other Person and shall not be responsible to the Lender any Secured Party or any Secondary Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Facility Documents; (iii) shall not have any duty to ascertain monitor, ascertain, or to inquire investigate as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Program Documents Facility Documents, any Related Document or any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of any Subject Entity, any Adviser, any Managerthe Borrower, the Custodian Collateral Manager or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager the Borrower or the CustodianCollateral Manager; (iv) shall not be responsible to the Lender any Secured Party or any Secondary Lender other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the Collateral), this Agreement, the other Program Documents Facility Documents, any Related 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 other Program Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate (including, for the avoidance of doubt, the Borrowing Base Calculation Statement), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, telegramemail, cable or telex, if acceptable to it) reasonably believed by it to be genuine and believe by it to be 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 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 inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower, any Lender or any other Person for the Borrower’s, the Collateral Manager’s, any Lender’s, or any other Person’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document. 110
Appears in 1 contract
Samples: Credit and Security Agreement (CION Investment Corp)
Agent’s Reliance, Etc. Neither the Agent nor any of its directorsNEITHER THE AGENT NOR ANY OF ITS DIRECTORS, officersOFFICERS, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program DocumentsAGENTS OR EMPLOYEES SHALL BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT OR THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER FACILITY DOCUMENTS, except for its or their own gross negligence or willful misconductEXCEPT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IT BEING THE INTENT THAT SUCH PERSONS SHALL NOT BE LIABLE FOR ANY SUCH ACTION OR INACTION THAT CONSTITUTES ORDINARY NEGLIGENCE. Without limiting the generality of the foregoing, the Agent: (i) may consult with legal counsel (including counsel for any Subject Entity or any Adviser or any Manager) and counsel, 58 63 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 the Lender any Note or any Secondary Lender Certificate Purchaser and shall not be responsible to the Lender any Note or any Secondary Lender Certificate Purchaser for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Facility Documents; (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, Agreement or the other Program Facility Documents on the part of any Subject Entity, any Adviser, any Manager, the Custodian or any other Person Company or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager or the CustodianCompany; (iv) shall not be responsible to the Lender any Note or any Secondary Lender Certificate Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, Agreement or the other Program Facility Documents or any other instrument or document furnished pursuant hereto or theretohereto; and (v) shall incur no liability under or in respect of this Agreement or any the other Program Document Facility Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) in accordance with the terms hereof believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Participation Agreement (Geon Co)
Agent’s Reliance, Etc. (a) 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 under or in connection with this Agreement or any of the other Program Facility Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including including, without limitation, counsel for any Subject Entity the Borrower or the Servicer or any Adviser or any Managerof their Affiliates) and 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 the Lender any Secured Party or any Secondary Lender other Person and shall not be responsible to the Lender any Secured Party or any Secondary Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Facility Documents; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Program Facility Documents or any Related Documents on the part of any Subject Entity, any Adviser, any Manager, the Custodian Borrower or the Servicer or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager the Borrower or the CustodianServicer; (iv) shall not be responsible to the Lender any Secured Party or any Secondary Lender other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Collateral, this Agreement, the other Program Documents Facility Documents, any Related Document or any other instrument or document furnished pursuant hereto or theretothereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (v) shall incur no liability under or in respect of this Agreement or any other Program Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate (including for the avoidance of doubt, the Maximum Advance Rate Test Calculation Statement), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, telegramemail, cable or telex, if acceptable to it) believed by it to be genuine and believe by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Servicer’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Upstart Holdings, Inc.)
Agent’s Reliance, Etc. Neither the First Lien 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 under or in connection with this Agreement or any of the other Program Loan Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the First Lien Administrative Agent: (ia) may consult with legal counsel (including counsel for any Subject Entity or any Adviser or any Manager) and 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; (iib) makes no warranty or representation to the Lender or any Secondary Lender and shall not be responsible to the Lender or any Secondary Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Loan Documents; (iiic) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement, the other Program Documents any Loan Document on the part of any Subject Entity, Loan Party or the existence at any Adviser, time of any Manager, Default under the Custodian or any other Person Loan Documents or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager or the CustodianLoan Party; (ivd) shall not be responsible to the Lender or any Secondary Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreementany lien or security interest created or purported to be created under or in connection with, the other Program Documents any Loan Document or any other instrument or document furnished pursuant hereto thereto; (e) shall not be deemed to have knowledge of any Default or theretoEvent of Default unless the First Lien Administrative Agent shall have received written notice thereof from the Borrower or a Lender; and (vf) shall incur no liability under or in respect of this Agreement or any other Program Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable telecopy or telexelectronic communication) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: First Lien Credit Agreement (U S Energy Systems Inc)
Agent’s Reliance, Etc. Neither the Agent Administrative Agent, the Agents nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it as Administrative Agent or them as Agents under or in connection with this Agreement or any of the other Program Documentsrelated agreement or document, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent and each Agent: (ia) may consult with legal counsel (including counsel for any Subject Entity or any Adviser or any Manager) and counsel, 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; (iib) makes no warranty or representation to the Lender or any Secondary Lender Note Purchaser and shall not be responsible to the Lender or any Secondary Lender Note Purchaser for any statements, warranties or representations (whether written made by the Issuer, any Seller, any Servicer, any Guarantor, or oral) made in or the Valuation Agent in connection with this Agreement or the any other Program DocumentsTransaction 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, the Agreement or any other Program Documents Transaction Document on the part of any Subject Entitythe Issuer, any AdviserServicer, any ManagerSeller, any Guarantor or the Custodian or any other Person Valuation Agent or to inspect the property (including the books and records) of any Subject Entitythe Issuer, any AdviserServicer, any Manager Seller, any Guarantor or the CustodianValuation Agent; (ivd) shall not be responsible to any Note Purchaser, as the Lender or any Secondary Lender case may be, for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Program Documents Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (ve) shall incur no liability under or in respect of this Agreement or any other Program Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable electronic mail or telexother electronic transmission) believed by it in good faith to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Warehouse Note Purchase and Security Agreement (Nelnet Inc)
Agent’s Reliance, Etc. (a) Neither the Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Facility Documents, except for its or their own gross negligence negligence, fraud or willful misconduct. Without limiting the generality of the foregoing, the each Agent: (i) may consult with legal counsel (including counsel for any Subject Entity the Borrower or the Collateral Manager or any Adviser or any Managerof their Affiliates) and independent public accountants and other experts selected by it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by such Agent in good faith in accordance with such opinion and shall not be liable for any action taken taken, suffered 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 the Lender any Secured Party or any Secondary Lender other Person and shall not be responsible to the Lender any Secured Party or any Secondary Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Facility Documents; (iii) shall not have any duty to ascertain monitor, ascertain, or to inquire investigate as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Program Documents Facility Documents, any Related Document or any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of any Subject Entity, any Adviser, any Managerthe Borrower, the Custodian Collateral Manager or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager the Borrower or the CustodianCollateral Manager; (iv) shall not be responsible to the Lender any Secured Party or any Secondary Lender other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the Collateral), this Agreement, the other Program Documents Facility Documents, any Related 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 other Program Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate (including, for the avoidance of doubt, the Borrowing Base Calculation Statement), instruction or waiver, report, statement, opinion, direction, electronic communication or other instrument or writing (which may be delivered by telecopieremail, telegram, cable or telexif acceptable to it) reasonably believed by it to be genuine and believed by it to be 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 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 inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and
Appears in 1 contract
Samples: Credit and Security Agreement (Apollo Debt Solutions BDC)
Agent’s Reliance, Etc. Neither the (a) No Agent nor any and none of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Facility Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the each Agent: (i) may consult with legal counsel (including counsel for any Subject Entity the Borrower or the Servicer or any Adviser or any Managerof their Affiliates) and independent public accountants and other experts selected by it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by such Agent in good faith in accordance with such opinion 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 the Lender any Secured Party or any Secondary Lender other Person and shall not be responsible to the Lender any Secured Party or any Secondary Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Facility Documents; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Program Facility Documents or any Related Document or any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of any Subject Entity, any Adviser, any Managerthe Borrower, the Custodian Servicer or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager the Borrower or the CustodianServicer; (iv) shall not be responsible to the Lender any Secured Party or any Secondary Lender other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the Collateral), this Agreement, the other Program Documents Facility Documents, any Related 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 other Program Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate (including, for the avoidance of doubt, the Borrowing Base Calculation Statement), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopierfacsimile, telegramemail, cable or telex, if acceptable to it) reasonably believed by it to be genuine and believed by it to be signed or sent by the proper party or parties; (vi) shall not be responsible to any Person for any recitals, statements, information, 111 representations or warranties regarding the Borrower or the Collateral 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 inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Servicer’s, any Lender’s or any other Person’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.
Appears in 1 contract
Agent’s Reliance, Etc. Neither None of the Agent nor Agents, any of its their Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Program Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality foregoing, each of the foregoingAgents (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2 (Assignments and Participations), (b) may rely on the Agent: Register to the extent set forth in Section 11.2(c) (iAssignments and Participations), (c) may consult with legal counsel (including counsel for any Subject Entity to the Borrowers or any Adviser or any Manager) and other 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; , (iid) makes no warranty or representation to the any Lender or any Secondary Lender Issuer and shall not be responsible to the any Lender or any Secondary Lender Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of any of the Borrowers or any of its Subsidiaries in or in connection with this Agreement or the any other Program Documents; Loan Document, (iiie) shall not have any duty to ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement, the other Program Documents on the part of any Subject Entity, any Adviser, any Manager, the Custodian Agreement or any other Person or Loan Document, as to inspect the property (including the books and records) financial condition of any Subject EntityLoan Party or as to the existence or possible existence of any Default or Event of Default, any Adviser, any Manager or the Custodian; (ivf) shall not be responsible to the any Lender or any Secondary Lender Issuer for the due execution, legality, validity, enforceability, 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, this Agreement, the any other Program Documents Loan Document or any other instrument or document furnished pursuant hereto or thereto; thereto and (vg) shall incur no liability under or in respect of this Agreement or any other Program Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be by telecopier, telegram, cable a telecopy or telexelectronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any Facility Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them such Facility Agent or the Administrative Agent under or in connection with this Agreement Agreement, (i) with the consent or any at the direction of the other Program DocumentsMajority Facility Agents (or in the case of any Facility Agent, except for the Lenders and the LC Issuers within its Lender Group that have a majority of the aggregate Commitments of such Lender Group) or their own (ii) in the absence of such Person’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each of the AgentAdministrative Agent and the Facility Agents: (i) may consult with legal counsel (including counsel for any Subject Entity the Performance Guarantor, the Borrower, the Servicer or any Adviser or any Manager) and other Affiliate of the Performance Guarantor), 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 the Lender or any Secondary Lender and shall not be responsible to the Lender or any Secondary Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program DocumentsAgreement; (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, the other Program Documents Agreement on the part of any Subject Entity, any Adviser, any Managerthe Performance Guarantor, the Custodian Borrower, the Servicer or any other Person Affiliate of Performance Guarantor or to inspect the property (including the books and records) of the Performance Guarantor, the Borrower, the Servicer or any Subject Entity, any Adviser, any Manager or the Custodianother Affiliate of Performance 110 Guarantor; (iv) shall not be responsible to the Lender or any Secondary Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Program Documents Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (v) shall incur no liability under or in respect of this Agreement or any other Program Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties. The Administrative Agent shall not be responsible to any Lender, LC Issuer, Facility Agent or other Person for (i) any recitals, representations, warranties or other statements made by any Transaction Party or any of their Affiliates, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of any Facility Document, (iii) any failure of any Transaction Party or any of their Affiliates to perform any obligation hereunder or under the other Facility Documents to which it is a party (or under any Contract), or (iv) the satisfaction of any condition specified in Article III.
Appears in 1 contract
Samples: Receivables Loan and Servicing Agreement (NRG Energy, Inc.)
Agent’s Reliance, Etc. Neither the 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 Agent under or in connection with this Agreement (including, without limitation, any action taken or omitted to be taken by it or them if the Agent is designated as Servicer pursuant to SECTION 7.02) or any of the other Program Documentsagreement executed pursuant hereto, except for its or their own gross negligence or willful misconductmalfeasance or misfeasance. Without limiting the generality of the foregoing, the Agent: (i) may consult with legal counsel (including counsel for any Subject Entity or any Adviser or any Manager) and the 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) makes no warranty or representation to the any Lender or any Secondary Lender Liquidity Provider and shall not be responsible to the any Lender or any Secondary Lender Liquidity Provider for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or in connection with any of the other Program Documentsagreements executed pursuant hereto; (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, the other Program Documents Agreement on the part of any Subject Entity, any Adviser, any Manager, the Custodian or any other Person Borrower or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager or the CustodianBorrower; (iv) shall not be responsible to the any Lender or any Secondary Lender Liquidity Provider for the due execution, legality, validity, enforceability, genuineness, genuineness or sufficiency or of value of this Agreement, the other Program Documents Agreement or any other agreement, instrument or document furnished pursuant hereto or theretohereto; and (v) shall incur no liability under or in respect of this Agreement or any other Program Document agreement executed pursuant hereto, by acting upon any noticenotice (including notice by telephone with respect to notices under SECTION 2.02), consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable telex or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Agent’s Reliance, Etc. Neither None of the Agent nor Facility Agents, any of its their respective Affiliates, or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Program Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent: Administrative Agent and the Collateral Agent (ia) may rely on the Register to the extent set forth in Section 10.2(b)(iv); (b) may consult with legal counsel (including counsel for any Subject Entity to the Borrowers or any Adviser or any Manager) and other 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 the Lender any other Agent or any Secondary Lender and shall not be responsible to the Lender any other Agent or any Secondary Lender for any statements, warranties or representations (whether written made by or oral) made on behalf of Group or any of its Subsidiaries in or in connection with this Agreement or any of the other Program Loan Documents; (iiid) shall not have any duty to ascertain or to inquire either as to the performance or observance of any of the terms, covenants or conditions of this Agreement, Agreement or any of the other Program Loan Documents on or the part financial condition of any Subject EntityLoan Party, any Adviser, any Manager, or the Custodian existence or any other Person or to inspect the property (including the books and records) possible existence of any Subject Entity, any Adviser, any Manager Default or the CustodianEvent of Default; (ive) shall not be responsible to the Lender any other Agent or any Secondary Lender for the due execution, legality, validity, enforceability, 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, this Agreement, any of the other Program Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (vf) shall incur no liability under or in respect of this Agreement or any of the other Program Document Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable telecopy or telexelectronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Agent’s Reliance, Etc. Neither the Agent Agents nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Loan Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the each Agent: (ia) may treat the payee of any Note as the holder thereof until, in the case of the Administrative Agent, 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, or, in the case of any other Agent, 165 135 such Agent has received notice from the Administrative Agent that it has received and accepted such Assignment and Acceptance, in each case as provided in Section 8.07; (b) may consult with legal counsel (including counsel for any Subject Entity or any Adviser or any Manager) and 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 the any Lender or any Secondary Lender Party and shall not be responsible to the any Lender or any Secondary Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Loan 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, the other Program Documents any Loan Document on the part of any Subject Entity, any Adviser, any Manager, the Custodian or any other Person Loan Party or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager or the CustodianLoan Party; (ive) shall not be responsible to the any Lender or any Secondary Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreementany lien or security interest created or purported to be created under or in connection with, the other Program Documents any Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (vf) shall incur no liability under or in respect of this Agreement or any other Program Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable telecopy 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 (Amf Group Inc)
Agent’s Reliance, Etc. Neither the 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 Agent under or in connection with this Agreement (including, without limitation, the Agent’s servicing, administering or any collecting Purchased Receivables in the event it replaces the Servicer in such capacity pursuant to Section 8.1), in the absence of the other Program Documents, except for its or their own gross negligence negligence, bad faith or willful misconduct. Without limiting the generality of the foregoing, the Agent: (ia) may consult with legal counsel (including counsel for the LC Issuer, any Subject Entity Lender or any Adviser or any Manager) and the Servicer), 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 the Lender LC Issuer or any Secondary Lender (whether written or oral) and shall not be responsible to the Lender or LC Issuer nor any Secondary Lender for any statements, warranties or representations (whether written or oral) made by any other party in or in connection with this Agreement or the other Program DocumentsAgreement; (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, the other Program Documents Agreement on the part of any Subject Entity, any Adviser, any Manager, the Custodian LC Issuer or any other Person Lender or to inspect the property (including the books and records) of the LC Issuer or any Subject Entity, any Adviser, any Manager or the CustodianLender; (ivd) shall not be responsible to the Lender LC Issuer or any Secondary Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Program Documents Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (ve) shall incur no liability under or be entitled to rely, and shall be fully protected in respect of this Agreement or any other Program Document by acting so relying, upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.
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Agent’s Reliance, Etc. Neither the Agent nor any of its ---------------------- directors, officers, agents or employees shall be liable to the Lenders for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program DocumentsLender Agreements, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Agent: (ia) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form required under Section IX hereof; (b) may consult with legal counsel (including counsel for any Subject Entity or any Adviser or any Manager) and counsel, 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 representations to the Lender or any Secondary Lender and shall not be responsible to the Lender or any Secondary Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program DocumentsLender Agreements; (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, Agreement or the other Program Documents Lender Agreements on the part of any Subject Entity, any Adviser, any Managerthe Parent, the Custodian Borrowers or any other Person entity or to inspect the property (including the books and records) of the Parent, the Borrowers or any Subject Entity, any Adviser, any Manager or the Custodianother entity; (ive) shall not be responsible to the Lender or any Secondary Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, Agreement or the other Program Documents Lender Agreements or any other instrument or document furnished pursuant hereto or thereto; and (vf) shall incur no liability under or in respect of this Agreement or any the other Program Document Lender Agreements by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telecopy or telegram, cable or telex) believed by it the Agent to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Credit Agreement (Brookstone Inc)
Agent’s Reliance, Etc. (a) Neither the Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Facility Documents, except for its or their own gross negligence negligence, fraud or willful misconduct. Without limiting the generality of the foregoing, the each Agent: (i) may consult with legal counsel (including counsel for any Subject Entity the Borrower or the Collateral Manager or any Adviser or any Managerof their Affiliates) and independent public accountants and other experts selected by it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by such Agent in good faith in accordance with such opinion and shall not be liable for any action taken taken, suffered 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 the Lender any Secured Party or any Secondary Lender other Person and shall not be responsible to the Lender any Secured Party or any Secondary Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Facility Documents; (iii) shall not have any duty to ascertain monitor, ascertain, or to inquire investigate as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Program Documents Facility Documents, any Related Document or any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of any Subject Entity, any Adviser, any Managerthe Borrower, the Custodian Collateral Manager or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager the Borrower or the CustodianCollateral Manager; (iv) shall not be responsible to the Lender any Secured Party or any Secondary Lender other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the Collateral), this Agreement, the other Program Documents Facility Documents, any Related 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 other Program Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate (including, for the avoidance of doubt, the Borrowing Base Calculation Statement), instruction or waiver, report, statement, opinion, direction, electronic communication or other instrument or writing (which may be delivered by telecopier, telegramemail, cable or telex, if acceptable to it) reasonably believed by it to be genuine and believed by it to be 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 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 inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower, any Lender or any other Person for the Borrower’s, the Collateral Manager’s, any Lender’s, or any other Person’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.
Appears in 1 contract
Samples: Credit and Security Agreement (Blackstone Private Credit Fund)
Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any Facility Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them such Facility Agent or the Administrative Agent under or in connection with this Agreement Agreement, (i) with the consent or any at the direction of the other Program DocumentsMajority Facility Agents (or in the case of any Facility Agent, except for the Lenders and the LC Issuers within its Lender Group that have a majority of the aggregate Commitments of such Lender Group) or their own (ii) in the absence of such Person’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each of the AgentAdministrative Agent and the Facility Agents: (i) may consult with legal counsel (including counsel for any Subject Entity the Performance Guarantor, the Borrower, the Servicer or any Adviser or any Manager) and other Affiliate of the Performance Guarantor), 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 the Lender or any Secondary Lender and shall not be responsible to the Lender or any Secondary Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program DocumentsAgreement; (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, the other Program Documents Agreement on the part of any Subject Entity, any Adviser, any Managerthe Performance Guarantor, the Custodian Borrower, the Servicer or any other Person Affiliate of Performance Guarantor or to inspect the property (including the books and records) of the Performance Guarantor, the Borrower, the Servicer or any Subject Entity, any Adviser, any Manager or the Custodianother Affiliate of Performance Guarantor; (iv) shall not be responsible to the Lender or any Secondary Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Program Documents Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (v) shall incur no liability under or in respect of this Agreement or any other Program Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.. The Administrative Agent shall not be responsible to any Lender, LC Issuer, Facility Agent or other Person for (i) any recitals, representations, warranties or other statements made by any Transaction Party or any of their Affiliates, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of any Facility Document, (iii) any failure of any Transaction Party or any of their Affiliates to perform any obligation hereunder or under the other Facility Documents to which it is a party (or under any Contract), or (iv) the satisfaction of any condition specified in Article III. 106
Appears in 1 contract
Samples: Receivables Loan and Servicing Agreement (NRG Energy, Inc.)
Agent’s Reliance, Etc. (a) Neither the Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Facility Documents, except for its or their own gross negligence negligence, fraud or willful misconduct. Without limiting the generality of the foregoing, the each Agent: (i) may consult with legal counsel (including counsel for any Subject Entity the Borrower or the Collateral Manager or any Adviser or any Managerof their Affiliates) and independent public accountants and other experts selected by it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by such Agent in good faith in accordance with such opinion and shall not be liable for any action taken taken, suffered 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 the Lender any Secured Party or any Secondary Lender other Person and shall not be responsible to the Lender any Secured Party or any Secondary Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Facility Documents; (iii) shall not have any duty to ascertain monitor, ascertain, or to inquire investigate as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Program Documents Facility Documents, any Related Document or any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of any Subject Entity, any Adviser, any Managerthe Borrower, the Custodian Collateral Manager or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager the Borrower or the CustodianCollateral Manager; (iv) shall not be responsible to the Lender any Secured Party or any Secondary Lender other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the Collateral), this Agreement, the other Program Documents Facility Documents, any Related Document or any other instrument or -120- USActive 55502425.1255502425.13 document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any other Program Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate (including, for the avoidance of doubt, the Borrowing Base Calculation Statement), instruction or waiver, report, statement, opinion, direction, electronic communication or other instrument or writing (which may be delivered by telecopier, telegramemail, cable or telex, if acceptable to it) reasonably believed by it to be genuine and believed by it to be 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 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 inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower, any Lender or any other Person for the Borrower’s, the Collateral Manager’s, any Lender’s, or any other Person’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.
Appears in 1 contract
Samples: Credit and Security Agreement (Blackstone Private Credit Fund)
Agent’s Reliance, Etc. Neither the 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 under or in connection with this Agreement or any of the other Program Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent: (i) may consult with legal counsel (including counsel for any Subject Entity the Borrower or any the Adviser or any Manager) and 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 the Lender or any Secondary Lender and shall not be responsible to the Lender or any Secondary Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Documents; (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, Agreement or the other Program Documents on the part of any Subject Entitythe Borrower, any the Adviser, any Manager, the Custodian or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager the Borrower or the CustodianAdviser; (iv) shall not be responsible to the Lender or any Secondary Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Program 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 other Program Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, 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: Credit and Security Agreement (Managed High Yield Plus Fund Inc)
Agent’s Reliance, Etc. (a) Neither the Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Facility Documents, except for its or their own gross negligence negligence, fraud or willful misconduct. Without limiting the generality of the foregoing, the each Agent: (i) may consult with legal counsel (including counsel for any Subject Entity the Borrower or the Collateral Manager or any Adviser or any Managerof their Affiliates) and independent public accountants and other experts selected by it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by such Agent in good faith in accordance with such opinion and shall not be liable for any action taken taken, suffered 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 the Lender any Secured Party or any Secondary Lender other Person and shall not be responsible to the Lender any Secured Party or any Secondary Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Facility Documents; (iii) shall not have any duty to ascertain monitor, ascertain, or to inquire investigate as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Program Documents Facility Documents, any Related Document or any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of any Subject Entity, any Adviser, any Managerthe Borrower, the Custodian Collateral Manager or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager the Borrower or the CustodianCollateral Manager; (iv) shall not be responsible to the Lender any Secured Party or any Secondary Lender other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the Collateral), this Agreement, the other Program Documents Facility Documents, any Related 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 other Program Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate (including, for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, telegramemail, cable or telex, if acceptable to it) reasonably believed by it to be genuine and believed by it to be 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 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 inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower, any Lender or any other Person for the Borrower’s, the Collateral Manager’s, any Lender’s, or any other Person’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document. 100
Appears in 1 contract
Samples: Credit and Security Agreement (Saratoga Investment Corp.)
Agent’s Reliance, Etc. Neither the 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 Agent under or in connection with this Agreement or any of other Transaction Document or any other instrument or document delivered pursuant hereto (including, without limitation, the other Program DocumentsAgent’s servicing, administering or collecting Pool Receivables as Servicer pursuant to Section 6.01), except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, except as otherwise agreed by the Agent and any Purchaser, the Agent: (i) may consult with legal counsel (including counsel for any Subject Entity the Seller, the Servicer or any Adviser or any Manager) and Originator), 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 the Lender or any Secondary Lender Purchaser and shall not be responsible to the Lender or any Secondary Lender Purchaser for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Program DocumentsTransaction Document or any other instrument or document delivered pursuant hereto; (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, the Agreement or any other Program Documents Transaction Document or any other instrument or document delivered pursuant hereto on the part of any Subject Entity, any Adviser, any Manager, the Custodian Seller or any other Person Originator or to inspect the property (including the books and records) of the Seller or any Subject Entity, any Adviser, any Manager or the CustodianOriginator; (iv) shall not be responsible to the Lender or any Secondary Lender Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Agreement or any other Program Documents Transaction Document or any other instrument or document furnished pursuant hereto hereto, or theretothe perfection, priority or value of any ownership interest or security interest created or purported to be created hereunder or under the Receivables Sale Agreement; and (v) shall incur no liability under or in respect of this Agreement or any other Program Transaction Document or any other instrument or document delivered pursuant hereto by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Agent’s Reliance, Etc. Neither the Administrative Agent nor Collateral Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program DocumentsOperative Document, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Agent: each of Administrative Agent and Collateral Agent (i) may consult with legal counsel (including counsel for any Subject Entity or any Adviser or any Manager) and Lessee), 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 the Lender Indenture Trustee or any Secondary Lender Secured Parties and shall not be responsible to the Lender Indenture Trustee or any Secondary Lender Secured Parties for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Documents; any Operative 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, the other Program Documents any Operative Document on the part of any Subject Entity, any Adviser, any Manager, the Custodian Lessee or any other Person Lessor or to inspect the property (including the books and records) of any Subject EntityLessee or Lessor, any Adviser, any Manager or the Custodian; (iv) shall not be responsible to the Lender Indenture Trustee or any Secondary Lender Secured Parties for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Program Documents any Operative 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 other Program Operative Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopierfax, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.parties (including, but not limited to any notice, consent, certification, other instrument or writing from Indenture Trustee purportedly on behalf of Tranche A Noteholders or from Administrative Agent purportedly on behalf of any Tranche A Noteholders or from Administrative
Appears in 1 contract
Samples: Participation Agreement (Universal Compression Inc)
Agent’s Reliance, Etc. (a) Neither the Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Facility Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the each Agent: (i) may consult with legal counsel (including including, without limitation, counsel for any Subject Entity the Borrower or the Collateral Manager or any Adviser or any Managerof their Affiliates) and 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 the Lender any Secured Party or any Secondary Lender other Person and shall not be responsible to the Lender any Secured Party or any Secondary Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Facility Documents; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Program Facility Documents or any Related Documents on the part of any Subject Entity, any Adviser, any Manager, the Custodian Borrower or the Collateral Manager or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager the Borrower or the CustodianCollateral Manager; (iv) shall not be responsible to the Lender any Secured Party or any Secondary Lender other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Collateral, this Agreement, the other Program Documents Facility Documents, any Related Document or any other instrument or document furnished pursuant hereto or theretothereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (v) shall incur no liability under or in respect of this Agreement or any other Program Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, telegramemail, cable or telex, if acceptable to it) reasonably believed by it to be genuine and signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Collateral Manager’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.
Appears in 1 contract
Samples: Credit and Security Agreement (Monroe Capital Income Plus Corp)
Agent’s Reliance, Etc. (a) 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 under or in connection with this Agreement or any of the other Program Transaction Documents, except for its or their own bad faith, gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including including, without limitation, counsel for any Subject Entity the Credit Parties or any Adviser or any Managerof their Affiliates) and independent public accountants and other experts selected by it with due care 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 the Lender any Secured Party or any Secondary Lender other Person and shall not be responsible to the Lender any Secured Party or any Secondary Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program DocumentsTransaction Documents by any other Person; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Program Transaction Documents or any related documents on the part of any Subject Entity, any Adviser, any Manager, the Custodian Borrower or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager or the CustodianCredit Parties; (iv) shall not be responsible to the Lender any Secured Party or any Secondary Lender other Person for the due executionexecution (other than by it), legality, validity, enforceability, genuineness, sufficiency or value of any Collateral, this Agreement, the other Program Transaction Documents or any other instrument or document furnished pursuant hereto or theretothereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (v) shall incur no liability under or in respect of this Agreement or any other Program Transaction Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, telegram, cable or telexemail if acceptable to it) reasonably and in good faith believed by it to be genuine and reasonably and in good faith believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to any Credit Party, the Collateral Agent or any Lender or any other Person for any Credit Party’s, the Collateral Agent’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Transaction Document.
Appears in 1 contract
Samples: Loan and Security Agreement (SmileDirectClub, Inc.)
Agent’s Reliance, Etc. Neither None of the Agent Administrator and the Purchaser Agents, nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it as Administrator or them as Purchaser Agent, as the case may be, under or in connection with this Agreement or any of the other Program Documents, except for its or their such Person’s own gross negligence or willful misconduct. Without limiting the generality Each of the foregoing, the Administrator and each Purchaser Agent: (i) may consult with legal counsel (including counsel for any Subject Entity or any Adviser or any Manager) and the Seller), independent public accountants and other experts selected by it the Administrator 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 the Lender any Purchaser or any Secondary Lender Purchaser Agent and shall not be responsible to the Lender any Purchaser or any Secondary Lender Purchaser Agent for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program DocumentsAgreement; (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, the other Program Documents Agreement on the part of any Subject Entity, any Adviser, any Manager, the Custodian Celanese Party or any other Person Sub-Servicer or to inspect the property (including the books and records) of any Subject Entity, Celanese Party or any Adviser, any Manager or the CustodianSub-Servicer; (iv) shall not be responsible to the Lender any Purchaser or any Secondary Lender Purchaser Agent for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement, the other Program Documents or any other instrument or document furnished pursuant hereto or theretohereto; and (v) shall incur no liability under or in respect of this Agreement or any other Program Transaction Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties. The Administrator may at any time request instructions from the Purchasers and/or Purchaser Agents, and the Purchaser Agents may at any time request instructions from the Purchasers in their Purchaser Groups, with respect to any actions or approvals which by the terms of this Agreement or of any of the other Transaction Documents the Administrator or such Purchaser Agent is permitted or required to take or to grant, and if such instructions are promptly requested, the Administrator and/or such Purchaser Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under any of the Transaction Documents until it shall have received such instructions from the Majority Purchaser Agents, in the case of the Administrator or Purchasers holding the majority of the aggregate of the Commitments in such Purchaser Agent’s Purchaser Group, in the case of any Purchaser Agent (or, in either case, where expressly required hereunder, from the XX Xxxxx, and/or all of the Purchasers). Without limiting the foregoing, (x) none of the Purchasers and the Purchaser Agents shall have any right of action whatsoever against the Administrator as a result of the Administrator acting or refraining from acting under this Agreement or any of the other Transaction Documents in accordance with the instructions of the Majority Purchaser Agent and (y) none of the Purchasers in a Purchaser Agent’s Purchaser Group shall have any right of action whatsoever against such Purchaser Agent as a result of such Purchaser Agent acting or refraining from acting under this Agreement or any of the other Transaction Documents in accordance with the instructions of the Purchasers within such Purchaser Agent’s Purchaser Group with a majority of the Commitments of such Purchaser Group. The Administrator shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the required Purchasers or required Purchaser Agents, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Purchasers, all Purchaser Agents and the Administrator. Each Purchaser Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Purchasers in such Purchaser Agent’s Purchaser Group with a majority of the Commitments of such Purchaser Group, and any such request and any action taken or failure to act pursuant thereto shall be binding upon all the Purchasers in such Purchaser Agent’s Purchaser Group and such Purchaser Agent.
Appears in 1 contract
Agent’s Reliance, Etc. Neither the 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 Agent under or in connection with this Agreement or any of other Transaction Document or any other instrument or document delivered pursuant hereto (including, without limitation, the other Program DocumentsAgent's servicing, administering or collecting Pool Receivables as Servicer pursuant to Section 6.01), except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, except as otherwise agreed by the Agent and any Owner, the Agent: (i) may consult with legal counsel (including counsel for any Subject Entity the Seller, the Servicer or any Adviser or any Manager) and Originator), 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 the Lender or any Secondary Lender Owner and shall not be responsible to the Lender or any Secondary Lender Owner for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Program DocumentsTransaction Document or any other instrument or document delivered pursuant hereto; (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, the Agreement or any other Program Documents Transaction Document or any other instrument or document delivered pursuant hereto on the part of any Subject Entity, any Adviser, any Manager, the Custodian Seller or any other Person Originator or to inspect the property (including the books and records) of the Seller or any Subject Entity, any Adviser, any Manager or the CustodianOriginator; (iv) shall not be responsible to the Lender or any Secondary Lender Owner for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Agreement or any other Program Documents Transaction Document or any other instrument or document furnished pursuant hereto hereto, or theretothe perfection, priority or value of any ownership interest or security interest created or purported to be created hereunder or under the Receivables Sale Agreement; and (v) shall incur no liability under or in respect of this Agreement or any other Program Transaction Document or any other instrument or document delivered pursuant hereto by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Agent’s Reliance, Etc. (a) Neither the Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Facility Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the each Agent: (i) may consult with legal counsel (including counsel for any Subject Entity the Borrower or the Servicer or any Adviser or any Managerof their Affiliates) and independent public accountants and other experts selected by it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by such Agent in good faith in accordance with such opinion 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 the Lender any Secured Party or any Secondary Lender other Person and shall not be responsible to the Lender any Secured Party or any Secondary Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Facility Documents; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Program Facility Documents or any Related Document or any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of any Subject Entity, any Adviser, any Managerthe Borrower, the Custodian Servicer or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager the Borrower or the CustodianServicer; (iv) shall not be responsible to the Lender any Secured Party or any Secondary Lender other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the Collateral), this Agreement, the other Program Documents Facility Documents, any Related 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 other Program Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate (including, for the avoidance of doubt, the Borrowing Base Calculation Statement), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, telegramemail, cable or telex, if acceptable to it) reasonably believed by it to be genuine and believed by it to be 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 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 inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Servicer’s, any Lender’s or any other Person’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.
Appears in 1 contract
Samples: Credit and Security Agreement (Blackstone Private Credit Fund)
Agent’s Reliance, Etc. Neither (a) None of the Agent Agents nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Facility Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the each Agent: (i) may consult with legal counsel (including counsel for any Subject Entity the Borrower or the Collateral Manager or any Adviser or any Managerof their Affiliates) and 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 the Lender any Secured Party or any Secondary Lender other Person and shall not be responsible to the Lender any Secured Party or any Secondary Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Facility Documents; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Program Facility Documents or any Related Documents or any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of any Subject Entity, any Adviser, any Manager, the Custodian Borrower or the Collateral Manager or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager the Borrower or the CustodianCollateral Manager; (iv) shall not be 117 responsible to the Lender any Secured Party or any Secondary Lender other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency or value of any Collateral, this Agreement, the other Program Documents Facility Documents, any Related Document or any other instrument or document furnished pursuant hereto or theretothereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral (including monitoring, maintaining or filing of any financing or continuation statements); and (v) shall incur no liability under or in respect of this Agreement or any other Program Facility Document by relying on or acting upon (or by refraining from action in reliance on) any notice, consent, certificate (including for the avoidance of doubt, the Borrowing Base Calculation Statement), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, telegramemail, cable or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party Person; (vi) other than as expressly set forth herein, shall not be responsible to any Person for any recitals, statements, information, representations or partieswarranties regarding the Borrower or the Collateral 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 inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) other than as expressly set forth herein, shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Collateral Manager’s, any Lender’s or any other Person’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.
Appears in 1 contract
Samples: Credit and Security Agreement (Main Street Capital CORP)
Agent’s Reliance, Etc. Neither Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it or them under or in connection with this Agreement or any of the other Program DocumentsLoan Document, except for its or their the Agent’s own gross negligence or willful misconductmisconduct in connection with its obligations expressly set forth herein or therein, as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limiting the generality of the foregoing, the Agent: (i) may consult with legal counsel (including its own counsel or counsel for any Subject Entity or any Adviser or any Manager) and Borrower 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; . Neither the Agent nor any of its directors, officers, agents, employees or counsel: (iia) makes no any warranty or representation to the any Lender or any Secondary Lender other Person and shall not be responsible to the any Lender or any Secondary Lender other Person for any statementsrecitals, warranties statement, warranty or representations (whether written representation made or oral) deemed made by any Borrower Party or any other Person in or in connection with this Agreement or the any other Program DocumentsLoan Document; (iiib) 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, Agreement or any other Loan Document or the other Program Documents satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of any Subject EntityBorrowers or other Persons or inspect the property, any Adviser, any Manager, the Custodian books or records of Borrowers or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager or the CustodianPerson; (ivc) shall not be responsible to the Lender or any Secondary Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this AgreementAgreement or any other Loan Document, any other instrument, certificate, report or document furnished pursuant thereto or any Collateral covered thereby or the other Program perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such Collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or warranties contained in any of the Loan Documents or any other instrument document, instrument, agreement, certificate or document furnished pursuant hereto or theretostatement delivered in connection therewith; and (ve) shall incur no any liability under or in respect of this Agreement or any other Program Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopiertelephone, telegram, cable telecopy or telexelectronic mail) reasonably believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. The Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.
Appears in 1 contract
Agent’s Reliance, Etc. Neither the any Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Loan Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the each Agent: (ia) may treat the payee of any Note as the holder thereof until, in the case of the Administrative Agent, 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, or, in the case of any other Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assignment and Acceptance, in each case as provided in Section 8.7; (b) may consult with legal counsel (including counsel for any Subject Entity or any Adviser or any Manager) and 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 the any Lender or any Secondary Lender Party and shall not be responsible to the any Lender or any Secondary Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Loan 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, the other Program Documents any Loan Document on the part of any Subject Entity, any Adviser, any Manager, the Custodian or any other Person Loan Party or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager or the CustodianLoan Party; (ive) shall not be responsible to the any Lender or any Secondary Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreementany lien or security interest created or purported to be created under or in connection with, the other Program Documents any Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (vf) shall incur no liability under or in respect of this Agreement or any other Program Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable telecopy or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any Facility Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them such Facility Agent or the Administrative Agent under or in connection with this Agreement Agreement, (i) with the consent or any at the direction of the other Program DocumentsMajority Facility Agents (or in the case of any Facility Agent, except for the Lenders and the LC Issuers within its Lender Group that have a majority of the aggregate Commitments of such Lender Group) or their own (ii) in the absence of such Person’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each of the AgentAdministrative Agent and the Facility Agents: (i) may consult with legal counsel (including counsel for any Subject Entity the Performance Guarantor, the Borrower, the Servicer or any Adviser or any Manager) and other Affiliate of the Performance Guarantor), 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 the Lender or any Secondary Lender and shall not be responsible to the Lender or any Secondary Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program DocumentsAgreement; (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, the other Program Documents Agreement on the part of any Subject Entity, any Adviser, any Managerthe Performance Guarantor, the Custodian Borrower, the Servicer or any other Person Affiliate of Performance Guarantor or to inspect the property (including the books and records) of the Performance Guarantor, the Borrower, the Servicer or any Subject Entity, any Adviser, any Manager or the Custodianother Affiliate of Performance Guarantor; (iv) shall not be responsible to the Lender or any Secondary Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Program Documents Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (v) shall incur no liability under or in respect of this Agreement or any other Program Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.. The Administrative Agent shall not be responsible to any Lender, LC Issuer, Facility Agent or other Person for (i) any recitals, representations, warranties or other statements made by any Transaction Party or any of their Affiliates, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of any Facility Document, (iii) any failure of any Transaction Party or any of their Affiliates to perform any obligation hereunder or under the other Facility Documents to which it is a party (or under any Contract), or (iv) the satisfaction of any condition specified in Article III. 100
Appears in 1 contract
Samples: Receivables Loan and Servicing Agreement (NRG Energy, Inc.)
Agent’s Reliance, Etc. Neither the No Agent, no Affiliate of any Agent nor any and none of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Program Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent: Agents (ia) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2 of the Original Credit Agreement or this Agreement, (b) may rely on the Register to the extent set forth in Section 2.7, (c) may consult with legal counsel (including counsel for any Subject Entity to Ultimate Parent Co-Borrower, Holdco Co-Borrower, WII Co-Borrower, Parent, Arby’s Opco Borrower or any Adviser or any Manager) and other 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; , (iid) makes make no warranty or representation to the any Lender or any Secondary Lender Issuer and shall not be responsible to the any Lender or any Secondary Lender Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of Ultimate Parent Co-Borrower, Holdco Co-Borrower, WII Co-Borrower, Parent, Arby’s Opco Borrower or any of their respective Subsidiaries in or in connection with this Agreement or the any other Program Documents; Loan Document, (iiie) shall not have any duty to ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement, the other Program Documents on the part of any Subject Entity, any Adviser, any Manager, the Custodian Agreement or any other Person or Loan Document, as to inspect the property (including the books and records) financial condition of any Subject EntityLoan Party or as to the existence or possible existence of any Default or Event of Default, any Adviser, any Manager or the Custodian; (ivf) shall not be responsible to the any Lender or any Secondary Lender Issuer for the due execution, legality, validity, enforceability, 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, this Agreement, the any other Program Documents Loan Document or any other instrument or document furnished pursuant hereto or thereto; thereto and (vg) shall incur no liability under or in respect of this Agreement or any other Program Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be by telecopier, telegram, cable a telecopy or telexelectronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
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Agent’s Reliance, Etc. (a) Neither the Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Facility Documents, except for its or their own gross negligence negligence, fraud or willful misconduct. Without limiting the generality of the foregoing, the each Agent: (i) may consult with legal counsel (including counsel for any Subject Entity the Borrower or the Collateral Manager or any Adviser or any Managerof their Affiliates) and independent public accountants and other experts selected by it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by such Agent in good faith in accordance with such opinion and shall not be liable for any action taken taken, suffered 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 the Lender any Secured Party or any Secondary Lender other Person and shall not be responsible to the Lender any Secured Party or any Secondary Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Facility Documents; (iii) shall not have any duty to ascertain monitor, ascertain, or to inquire investigate as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Program Documents Facility Documents, any Related Document or any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of any Subject Entity, any Adviser, any Managerthe Borrower, the Custodian Collateral Manager or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager the Borrower or the CustodianCollateral Manager; (iv) shall not be responsible to the Lender any Secured Party or any Secondary Lender other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the Collateral), this Agreement, the other Program Documents Facility Documents, any Related 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 other Program Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate (including, for the avoidance of doubt, the Borrowing Base Calculation Statement), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, telegramemail, cable or telex, if acceptable to it) reasonably believed by it to be genuine and believe by it to be 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 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 inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower, any Lender or any other Person for the Borrower’s, the Collateral Manager’s, any Lender’s, or any other Person’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.
Appears in 1 contract
Samples: Credit and Security Agreement (Cim Real Estate Finance Trust, Inc.)
Agent’s Reliance, Etc. Neither the Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Facility Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the each Agent: (i) may consult with legal counsel (including counsel for any Subject Entity the Borrower or the Servicer or any Adviser or any Managerof their Affiliates) and independent public accountants and other experts selected by it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by such Agent in good faith in accordance with such opinion 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 the Lender any Secured Party or any Secondary Lender other Person and shall not be responsible to the Lender any Secured Party or any Secondary Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Facility Documents; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Program Facility Documents or any Related Document or any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of any Subject Entity, any Adviser, any Managerthe Borrower, the Custodian Servicer or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager the Borrower or the CustodianServicer; (iv) shall not be responsible to the Lender any Secured Party or any Secondary Lender other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the Collateral), this Agreement, the other Program Documents Facility Documents, any Related 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 other Program Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate (including, for the avoidance of doubt, the Borrowing Base Calculation Statement), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, telegramemail, cable or telex, if acceptable to it) reasonably believed by it to be genuine and believed by it to be 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 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 inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to USActive 56468589.1056468589.17 assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Servicer’s, any Lender’s or any other Person’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.
Appears in 1 contract
Samples: Credit and Security Agreement (Blackstone Private Credit Fund)
Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable to the Lenders for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program DocumentsLender Agreements, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Agent: (ia) may treat the payee of any Term Loan Note or any Revolving Credit Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form required under Article 12 hereof; (b) may consult with legal counsel (including counsel for any Subject Entity or any Adviser or any Manager) and counsel, 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 representations to the Lender or any Secondary Lender and shall not be responsible to the Lender or any Secondary Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program DocumentsLender Agreements; (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, Agreement or the other Program Documents Lender Agreements on the part of any Subject Entity, any Adviser, any Manager, the Custodian Borrowers or any other Person or to inspect the property (including the books and records) of the Borrowers or any Subject Entity, any Adviser, any Manager or the Custodianother Person; (ive) shall not be responsible to the Lender or any Secondary Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, Agreement or the other Program Documents Lender Agreements or any other instrument or document furnished pursuant hereto or thereto; and (vf) shall incur no liability under or in respect of this Agreement or any the other Program Document Lender Agreements by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telecopy or telegram, cable or telex) believed by it the Agent to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: And Consolidated Credit Agreement (American Skiing Co /Me)
Agent’s Reliance, Etc. Neither the 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 Agent under or in connection with this Agreement (including, without limitation, the Agent's servicing, administering or any of the other Program Documentscollecting Pool Receivables as Collection Agent pursuant to Section 6.01), except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent: (i) may consult with legal counsel (including counsel for the Seller, any Subject Entity Originator, any SPV, Services or any Adviser or any Manager) and the Parent), 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 the Lender or any Secondary Lender Owner and shall not be responsible to the Lender or any Secondary Lender Owner for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program DocumentsAgreement; (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, Agreement or any Originator Agreement or any NewCo Agreement or the other Program Documents Parent Agreement on the part of any Subject Entity, any Adviser, any Manager, the Custodian Seller or any other Person Originator or any SPV or Services or the Parent or to inspect the property (including the books and records) of the Seller or any Subject Entity, Originator or any Adviser, any Manager SPV or Services or the CustodianParent; (iv) shall not be responsible to the Lender or any Secondary Lender Owner for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any Originator Agreement, any NewCo Agreement, the other Program Documents Parent Agreement, the Ownership 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 other Program Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Receivables Purchase and Sale Agreement (Alliant Energy Corp)
Agent’s Reliance, Etc. (a) 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 under or in connection with this Agreement or any of the other Program Facility Documents, except for its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. Without limiting the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel -93- for any Subject Entity the Borrower or any Adviser Servicer or any Managerof their Affiliates) and 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 the Lender any Secured Party or any Secondary Lender other Person and shall not be responsible to the Lender any Secured Party or any Secondary Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Facility Documents; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Program Facility Documents or any Related Documents on the part of the Borrower or any Subject Entity, any Adviser, any Manager, the Custodian Servicer or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager the Borrower or the Custodiansuch Servicer; (iv) shall not be responsible to the Lender any Secured Party or any Secondary Lender other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Collateral, this Agreement, the other Program Documents Facility Documents, any Related Document or any other instrument or document furnished pursuant hereto or theretothereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (v) shall incur no liability under or in respect of this Agreement or any other Program Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate (including for the avoidance of doubt, the Monthly Report), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, telegram, cable or telexemail) believed by it to be genuine and believe by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s, any Servicer’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.
Appears in 1 contract
Samples: Credit and Security Agreement (BILL Holdings, Inc.)
Agent’s Reliance, Etc. Neither the Agent nor any of its Affiliates, nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Loan Documents, except for damages caused by its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Agent: (ia) may treat the payee of any Note as the holder thereof until Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Agent; (b) may consult with legal counsel (including counsel for any Subject Entity or any Adviser or any Manager) and counsel, 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 the Lender Co-Agent or any Secondary Lender and shall not be responsible to the Lender Co-Agent or any Secondary Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Loan 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, Agreement or the other Program Loan Documents on the part of any Subject Entity, any Adviser, any Manager, the Custodian or any other Person Credit Party or to inspect the property Collateral (including the books and records) of any Subject Entity, any Adviser, any Manager or the CustodianCredit Party; (ive) shall not be responsible to the Lender Co-Agent or any Secondary Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, Agreement or the other Program Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (vf) shall incur no liability under or in respect of this Agreement or any the other Program Document Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopiertelecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Agent’s Reliance, Etc. Neither (a) None of the Agent Agents nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Facility Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the each Agent: (i) may consult with legal counsel (including counsel for any Subject Entity the Borrower or the Collateral Manager or any Adviser or any Managerof their Affiliates) and 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 the Lender any Secured Party or any Secondary Lender other Person and shall not be responsible to the Lender any Secured Party or any Secondary Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the 750499896 22723957 751700376 22723957 other Program Facility Documents; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Program Facility Documents or any Related Documents or any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of any Subject Entity, any Adviser, any Manager, the Custodian Borrower or the Collateral Manager or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager the Borrower or the CustodianCollateral Manager; (iv) shall not be responsible to the Lender any Secured Party or any Secondary Lender other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency or value of any Collateral, this Agreement, the other Program Documents Facility Documents, any Related Document or any other instrument or document furnished pursuant hereto or theretothereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral (including monitoring, maintaining or filing of any financing or continuation statements); and (v) shall incur no liability under or in respect of this Agreement or any other Program Facility Document by relying on or acting upon (or by refraining from action in reliance on) any notice, consent, certificate (including for the avoidance of doubt, the Borrowing Base Calculation Statement), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, telegramemail, cable or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party Person; (vi) other than as expressly set forth herein, shall not be responsible to any Person for any recitals, statements, information, representations or partieswarranties regarding the Borrower or the Collateral 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 inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) other than as expressly set forth herein, shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Collateral Manager’s, any Lender’s or any other Person’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.
Appears in 1 contract
Agent’s Reliance, Etc. Neither None of the Agent nor Facility Agents, any of its their respective Affiliates, or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Program Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent and the Collateral Agent: (ia) may rely on the Register to the extent set forth in Section 11.2(c); (b) may consult with legal counsel (including counsel for any Subject Entity to the Borrower or any Adviser or any Manager) and other 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 the any other Agent, any Lender or any Secondary Lender Issuer and shall not be responsible to the any other Agent, any Lender or any Secondary Lender Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of Group or any of its Subsidiaries in or in connection with this Agreement or any of the other Program Loan Documents; (iiid) shall not have any duty to ascertain or to inquire either as to the performance or observance of any of the terms, covenants or conditions of this Agreement, 101 Agreement or any of the other Program Loan Documents on or the part financial condition of any Subject EntityLoan Party, any Adviser, any Manager, or the Custodian existence or any other Person or to inspect the property (including the books and records) possible existence of any Subject Entity, any Adviser, any Manager Default or the CustodianEvent of Default; (ive) shall not be responsible to the any other Agent, any Lender or any Secondary Lender Issuer for the due execution, legality, validity, enforceability, 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, this Agreement, any of the other Program Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (vf) shall incur no liability under or in respect of this Agreement or any of the other Program Document Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable telecopy or telexelectronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Agent’s Reliance, Etc. Neither The Agent and the Agent nor L/C Issuer or --------------------- any of its their directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Loan Documents, except for its or their own gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, the Agent: Agent and the L/C Issuer, as appropriate (i) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof, pursuant to Section 11.09 hereof, signed by such payee and in form satisfactory to the Agent; (ii) may consult with legal counsel (including including, without limitation, counsel for any Subject Entity to the Agent or any Adviser the L/C Issuer or any Manager) and counsel to the Borrower), independent public accountants 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 the Lender or any Secondary Lender and shall not be responsible to the Lender or any Secondary Lender for any statements, certificates, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program 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, Agreement or the other Program Loan Documents on the part of any Subject Entity, any Adviser, any Manager, the Custodian or any other Person or to inspect the Collateral or other property (including including, without limitation, the books and records) of any Subject Entity, any Adviser, any Manager or the CustodianPerson; (ivv) shall not be responsible to the Lender or any Secondary Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, Agreement or the other Program Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (vi) shall not be deemed to have made any representation or warranty regarding the existence, value or collectibility of the Collateral, the existence, priority or perfection of the Lenders' lien or security interest thereon, or the Borrowing Base or any certificate prepared by the Borrower in connection therewith, nor shall the Agent be responsible or liable to the Lenders for any failure to monitor or maintain the Borrowing Base or any portion of the Collateral; and (vvii) shall incur no liability under or in respect of this Agreement or any the other Program Document Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopiertelegram, telegramtelecopy, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Financing Agreement (Happy Kids Inc)
Agent’s Reliance, Etc. Neither the No Agent, no Affiliate of any Agent nor and no director, officer, agent or employee of any of its directors, officers, agents or employees them shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Program Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality foregoing, each of the foregoingAdministrative Agent, the Agent: Australian Agent and the Australian Collateral Trustee (ia) may treat the payee of any Note or Australian Debenture as its holder until such Note or Australian Debenture has been assigned in accordance with Section 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 11.2(c) (Assignments and Participations), (c) may consult with legal counsel (including counsel for to any Subject Entity Borrower or any Adviser or any Manager) and other 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; , (iid) makes no warranty or representation to the any Lender or any Secondary Lender Issuer and shall not be responsible to the any Lender or any Secondary Lender Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of any Borrower or any of its Subsidiaries in or in connection with this Agreement or the any other Program Documents; Loan Document, (iiie) shall not have any duty to ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement, the other Program Documents on the part of any Subject Entity, any Adviser, any Manager, the Custodian Agreement or any other Person or Loan Document, as to inspect the property (including the books and records) financial condition of any Subject EntityLoan Party or as to the existence or possible existence of any Default or Event of Default, any Adviser, any Manager or the Custodian; (ivf) shall not be responsible to the any Lender or any Secondary Lender Issuer for the due execution, legality, validity, enforceability, 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, this Agreement, the any other Program Documents Loan Document or any other instrument or document furnished pursuant hereto or thereto; thereto and (vg) shall incur no liability under or in respect of this Agreement or any other Program Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be by telecopier, telegram, cable a telecopy or telexelectronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Credit Agreement (S&c Resale Co)
Agent’s Reliance, Etc. Neither the any Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Loan Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the each Agent: (ia) may treat the payee of any Note as the holder thereof until, in the case of the Administrative Agent, 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, or, in the case of any other Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assignment and Acceptance, in each case as provided in Section 9.06; (b) may consult with legal counsel (including counsel for any Subject Entity or any Adviser or any Manager) and Loan Party), independent public accountants and other experts selected by it with reasonable care 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 the any Lender or any Secondary Lender Party and shall not be responsible to the any Lender or any Secondary Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Loan 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, the other Program Documents any Loan Document on the part of any Subject Entity, any Adviser, any Manager, the Custodian or any other Person Loan Party or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager or the CustodianLoan Party; (ive) shall not be responsible to the any Lender or any Secondary Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreementany lien or security interest created or purported to be created under or in connection with, the other Program Documents any Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (vf) shall incur no liability under or in respect of this Agreement or any other Program Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable telecopy or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable to the Lenders for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program DocumentsLender Agreements, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Agent: (ia) may treat the payee of any Revolving Credit Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form required under Article 12 hereof; (b) may consult with legal counsel (including counsel for any Subject Entity or any Adviser or any Manager) and counsel, Credit Agreement 39 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 representations to the Lender or any Secondary Lender and shall not be responsible to the Lender or any Secondary Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program DocumentsLender Agreements; (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, Agreement or the other Program Documents Lender Agreements on the part of any Subject Entity, any Adviser, any Manager, the Custodian Borrower or any other Person or to inspect the property (including the books and records) of the Borrower or any Subject Entity, any Adviser, any Manager or the Custodianother Person; (ive) shall not be responsible to the Lender or any Secondary Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, Agreement or the other Program Documents Lender Agreements or any other instrument or document furnished pursuant hereto or thereto; and (vf) shall incur no liability under or in respect of this Agreement or any the other Program Document Lender Agreements by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telecopy or telegram, cable or telex) believed by it the Agent to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Credit Agreement (Boston Celtics Limited Partnership)
Agent’s Reliance, Etc. (a) Neither the Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Facility Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the each Agent: (i) may consult with legal counsel (including including, without limitation, counsel for any Subject Entity the Borrower or the Collateral Manager or any Adviser or any Managerof their Affiliates) and 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 the Lender any Secured Party or any Secondary Lender other Person and shall not be responsible to the Lender any Secured Party or any Secondary Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Facility Documents; (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, the other Program Facility Documents or any Related Documents on the part of any Subject Entity, any Adviser, any Managerthe Borrower, the Custodian Lenders or the Collateral Manager or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager the Borrower or the CustodianCollateral Manager; (iv) shall not be responsible to the Lender any Secured Party or any Secondary Lender other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Collateral, this Agreement, the other Program Documents Facility Documents, any Related 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 other Program Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopierfacsimile, telegramemail, cable or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower, the Collateral Manager or any Lender or any other Person for the Borrower’s, Collateral Manager’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.
Appears in 1 contract
Samples: Credit and Security Agreement (WhiteHorse Finance, LLC)
Agent’s Reliance, Etc. Neither None of the Agent nor Agents, any of its their Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Program Loan Documents, except for its its, his, her or their own gross negligence negligence, 140 bad faith or willful misconduct. Without limiting the generality foregoing, each of the foregoingAgents (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Agent: Register to the extent set forth in Section 14.6, (ic) may consult with legal counsel (including counsel for any Subject Entity to the Company or any Adviser or any Manager) and other 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; , (iid) makes no warranty or representation to the any Lender or any Secondary Issuing Lender and shall not be responsible to the any Lender or any Secondary Issuing Lender for any statements, warranties or representations (whether written made by or oral) made on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with this Agreement or the any other Program Documents; Loan Document, (iiie) shall not have any duty to ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement, the other Program Documents on the part of any Subject Entity, any Adviser, any Manager, the Custodian Agreement or any other Person or Loan Document, as to inspect the property (including the books and records) financial condition of any Subject EntityBorrower or any Loan Party or as to the existence or possible existence of any Default or Event of Default, any Adviser, any Manager or the Custodian; (ivf) shall not be responsible to the any Lender or any Secondary Issuing Lender for the due execution, legality, validity, enforceability, 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, this Agreement, the any other Program Documents Loan Document or any other instrument or document furnished pursuant hereto or thereto; thereto and (vg) shall incur no liability under or in respect of this Agreement or any other Program Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be by telecopier, telegram, cable a telecopy or telexelectronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Agent’s Reliance, Etc. (a) Neither the Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Facility Documents, except for its or their own gross negligence negligence, fraud or willful misconduct. Without limiting the generality of the foregoing, the each Agent: (i) may consult with legal counsel (including counsel for any Subject Entity the Borrower or the Collateral Manager or any Adviser or any Managerof their Affiliates) and independent public accountants and other experts selected by it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by such Agent in good faith in accordance with such opinion and shall not be liable for any action taken taken, suffered 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 the Lender any Secured Party or any Secondary Lender other Person and shall not be responsible to the Lender any Secured Party or any Secondary Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Facility Documents; (iii) shall not have any duty to ascertain monitor, ascertain, or to inquire investigate as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Program Documents Facility Documents, any Related Document or any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of any Subject Entity, any Adviser, any Managerthe Borrower, the Custodian Collateral Manager or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager the Borrower or the CustodianCollateral Manager; (iv) shall not be responsible to the Lender any Secured Party or any Secondary Lender other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the Collateral), this Agreement, the other Program Documents Facility Documents, any Related 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 other Program Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate (including, for the avoidance of doubt, the Borrowing Base Calculation Statement), instruction or waiver, report, statement, opinion, direction, electronic communication or other instrument or writing (which may be delivered by telecopieremail, telegram, cable or telexif acceptable to it) reasonably believed by it to be genuine and believed by it to be 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 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 inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, USActive 59109857.10 perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower, any Lender or any other Person for the Borrower’s, the Collateral Manager’s, any Lender’s, or any other Person’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.
Appears in 1 contract
Samples: Credit and Security Agreement (LGAM Private Credit LLC)
Agent’s Reliance, Etc. Neither the Agent Administrative Agent, the Agents nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it as Administrative Agent or them as Agents under or in connection with this Agreement or any of the other Program Documentsrelated agreement or document, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent and each Agent: (ia) may consult with legal counsel (including counsel for any Subject Entity or any Adviser or any Manager) and counsel, 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; (iib) makes no warranty or representation to the Lender or any Secondary Lender Note Purchaser and shall not be responsible to the Lender or any Secondary Lender Note Purchaser for any statements, warranties or representations (whether written made by the Issuer, any Seller, any Servicer, any Guarantor, or oral) made in or the Valuation Agent in connection with this Agreement or the any other Program DocumentsTransaction 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, the Agreement or any other Program Documents Transaction Document on the part of any Subject Entitythe Issuer, any AdviserServicer, any ManagerSeller, any Guarantor or the Custodian or any other Person Valuation Agent or to inspect the property (including the books and records) of any Subject Entitythe Issuer, any AdviserServicer, any Manager Seller, any Guarantor or the CustodianValuation Agent; (ivd) shall not be responsible to any Note Purchaser, as the Lender or any Secondary Lender case may be, for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Program Documents Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (ve) shall incur no liability under or in respect of this Agreement or any other Program Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by it in good faith to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Custodian Agreement (Nelnet Inc)
Agent’s Reliance, Etc. (a) 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 under or in connection with this Agreement or any of the other Program Facility Documents, except for its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. Without limiting the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for any Subject Entity the Borrower or any Adviser Servicer or any Managerof their Affiliates) and 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 the Lender any Secured Party or any Secondary Lender other Person and shall not be responsible to the Lender any Secured Party or any Secondary Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Facility Documents; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Program Facility Documents or any Related Documents on the part of the Borrower or any Subject Entity, any Adviser, any Manager, the Custodian Servicer or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager the Borrower or the Custodiansuch Servicer; (iv) shall not be responsible to the Lender any Secured Party or any Secondary Lender other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Collateral, this Agreement, the other Program Documents Facility Documents, any Related Document or any other instrument or document furnished pursuant hereto or theretothereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (v) shall incur no liability under or in respect of this Agreement or any other Program Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate (including for the avoidance of doubt, the Monthly Report), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, telegram, cable or telexemail) believed by it to be genuine and believe by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s, any Servicer’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.
Appears in 1 contract
Samples: Credit and Security Agreement (Bill.com Holdings, Inc.)
Agent’s Reliance, Etc. (a) Neither the Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Facility Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the each Agent: (i) may consult with legal counsel (including including, without limitation, counsel for any Subject Entity the Borrower or the Collateral Manager or any Adviser or any Managerof their Affiliates) and 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 the Lender any Secured Party or any Secondary Lender other Person and shall not be responsible to the Lender any Secured Party or any Secondary Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Facility Documents; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Program Facility Documents or any Related Documents on the part of any Subject Entity, any Adviser, any Manager, the Custodian Borrower or the Collateral Manager or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager the Borrower or the CustodianCollateral Manager; (iv) shall not be responsible to the Lender any Secured Party or any Secondary Lender other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Collateral, this Agreement, the other Program Documents Facility Documents, any Related Document or any other instrument or document furnished pursuant hereto or theretothereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (v) shall incur no liability under or in respect of this Agreement or any other Program Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, telegramemail, cable or telex, if acceptable to it) believed by it to be genuine and believe by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower's, the Collateral Manager's or any Lender's, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.
Appears in 1 contract
Samples: Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.)
Agent’s Reliance, Etc. Neither the 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 under or in connection with this Agreement or any of the other Program Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent: (i) may consult with legal counsel (including counsel for any Subject Entity the Borrower, the Parent or any Adviser or any Manager) Advisor and 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 the Lender or any Secondary Lender and shall not be responsible to the Lender or any Secondary Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Documents; (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, Agreement or the other Program Documents on the part of any Subject Entitythe Borrower, the Distributor, the Parent, any AdviserAdvisor, any ManagerFund, the Custodian any Transfer Agent, any Selling Agent or any other Person or to inspect the property (including the books and records) of any Subject Entitythe Borrower, any Adviser, Fund or any Manager or the CustodianAdvisor; (iv) shall not be responsible to the Lender or any Secondary Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Program 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 other Program Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, 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: Revolving Credit Agreement (Liberty Financial Companies Inc /Ma/)
Agent’s Reliance, Etc. (%3) 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 under or in connection with this Agreement or any of the other Program Transaction Documents, except for its or their own bad faith, gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including including, without limitation, counsel for any Subject Entity the Credit Parties or any Adviser or any Managerof their Affiliates) and independent public accountants and other experts selected by it with due care 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 the Lender any Secured Party or any Secondary Lender other Person and shall not be responsible to the Lender any Secured Party or any Secondary Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program DocumentsTransaction Documents by any other Person; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Program Transaction Documents or any related documents on the part of any Subject Entity, any Adviser, any Manager, the Custodian Borrower or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager or the CustodianCredit Parties; (iv) shall not be responsible to the Lender any Secured Party or any Secondary Lender other Person for the due executionexecution (other than by it), legality, validity, enforceability, genuineness, sufficiency or value of any Collateral, this Agreement, the other Program Transaction Documents or any other instrument or document furnished pursuant hereto or theretothereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (v) shall incur no liability under or in respect of this Agreement or any other Program Transaction Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, telegram, cable or telexemail if acceptable to it) reasonably and in good faith believed by it to be genuine and reasonably and in good faith believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to any Credit Party, the Collateral Agent or any Lender or any other Person for any Credit Party’s, the Collateral Agent’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Transaction Document.
Appears in 1 contract
Agent’s Reliance, Etc. Neither None of the Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Program Note Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of but subject to the foregoing, the Agent: Agent (ia) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 10.2, (b) may rely on the Register to the extent set forth in Section 10.1, (c) may consult with legal counsel (including counsel for any Subject Entity or any Adviser or any Manager) and to the Company), 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; , (iid) makes no warranty or representation to the Lender any Purchaser or any Secondary Lender other holder of a Note and shall not be responsible to the Lender any Purchaser or any Secondary Lender other holder of a Note for any statements, warranties or representations (whether written made by or oral) made on behalf of the Company or any of its Subsidiaries in or in connection with this Agreement or the any other Program Documents; Note Document, (iiie) shall not have any duty to ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement, the other Program Documents on the part of any Subject Entity, any Adviser, any Manager, the Custodian Agreement or any other Person or Note Document, as to inspect the property (including the books and records) financial condition of any Subject EntityNote Party or as to the existence or possible existence of any Default or Event of Default, any Adviser, any Manager or the Custodian; (ivf) shall not be responsible to the Lender any Purchaser or any Secondary Lender other holder of a Note for the due execution, legality, validity, enforceability, 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, this Agreement, the any other Program Documents Note Document or any other instrument or document furnished pursuant hereto or thereto; thereto and (vg) shall incur no liability under or in respect of this Agreement or any other Program Note Document or by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a telecopy or, if consented to by telecopierthe Agent, telegram, cable electronic mail) or telex) any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Note Purchase Agreement (Vanguard Car Rental Group Inc.)
Agent’s Reliance, Etc. (a) Neither Agent nor the Agent Collateral Administrator nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Facility Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Agent and the AgentCollateral Administrator: (i) may consult with legal counsel (including counsel for any Subject Entity the Borrower or the Investment Advisor or any Adviser or any Managerof their Affiliates) and 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 the Lender any Secured Party or any Secondary Lender other Person and shall not be responsible to the Lender any Secured Party or any Secondary Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Facility Documents; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Program Facility Documents or any Related Document or any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of any Subject Entity, any Adviser, any Managerthe Borrower, the Custodian Investment Advisor or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager the Borrower or the CustodianInvestment Advisor; (iv) shall not be responsible to the Lender any Secured Party or any Secondary Lender other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the Collateral), this Agreement, the other Program Documents Facility Documents, any Related Document or any other instrument or document furnished pursuant hereto or thereto; and (vthereto;(v) shall incur no liability under or in respect of this Agreement or any other Program Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate (including, for the avoidance of doubt, the Borrowing Base Calculation Statement), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, telegramemail, cable or telex, if acceptable to it) reasonably believed by it to be genuine and believed by it to be 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 Borrowers or the Collateral or in any document, certificate or other writing delivered in connection herewith or therewith 147 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 inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. None of the Agents or the Collateral Administrator shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Investment Advisor’s, any Lender’s or any other Person’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Fidelity Private Credit Fund)
Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its Affiliates or any of the respective directors, officers, agents or employees of the Administrative Agent or any such Affiliate shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Program Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent: Administrative Agent (ia) may treat the payee of any Revolving Credit Note as its holder until such Revolving Credit Note has been assigned in accordance with Section 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 11.2(c) (Assignments and Participations), (c) may consult with legal counsel (including counsel for any Subject Entity to the Company or any Adviser or any Manager) and other 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; , (iid) makes no warranty or representation to the any Lender or any Secondary Lender Issuer and shall not be responsible to the any Lender or any Secondary Lender Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of any Borrower or any Subsidiary thereof in or in connection with this Agreement or any of the other Program Loan Documents; , (iiie) shall not have any duty to ascertain or to inquire either as to the performance or observance of any of the terms, covenants or conditions of this Agreement, Agreement or any of the other Program Loan Documents on or the part financial condition of any Subject EntityLoan Party, any Adviser, any Manager, or the Custodian existence or any other Person or to inspect the property (including the books and records) possible existence of any Subject EntityDefault or Event of Default, any Adviser, any Manager or the Custodian; (ivf) shall not be responsible to the any Lender or any Secondary Lender Issuer for the due execution, legality, validity, enforceability, 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, this Agreement, Agreement or any of the other Program Loan Documents or any other instrument or document furnished pursuant hereto or thereto; thereto and (vg) shall incur no liability under or in respect of this Agreement or any of the other Program Document Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which writing may be by telecopier, telegram, cable a telecopy or telexelectronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Credit Agreement (Suntron Corp)
Agent’s Reliance, Etc. Neither the No Agent nor any and none of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Facility Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the each Agent: (i) may consult with legal counsel (including counsel for any Subject Entity the Borrower or the Servicer or any Adviser or any Managerof their Affiliates) and independent public accountants and other USActive 53852035.1153852035.14.docx -129- experts selected by it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by such Agent in good faith in accordance with such opinion 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 the Lender any Secured Party or any Secondary Lender other Person and shall not be responsible to the Lender any Secured Party or any Secondary Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Facility Documents; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Program Facility Documents or any Related Document or any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of any Subject Entity, any Adviser, any Managerthe Borrower, the Custodian Servicer or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager the Borrower or the CustodianServicer; (iv) shall not be responsible to the Lender any Secured Party or any Secondary Lender other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the Collateral), this Agreement, the other Program Documents Facility Documents, any Related 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 other Program Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate (including, for the avoidance of doubt, the Borrowing Base Calculation Statement), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopierfacsimile, telegramemail, cable or telex, if acceptable to it) reasonably believed by it to be genuine and believed by it to be 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 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 inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Servicer’s, any Lender’s or any other Person’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.
Appears in 1 contract
Agent’s Reliance, Etc. Neither the Agent Agents nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Loan Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the each Agent: (ia) may treat the payee of any Note as the holder thereof until, in the case of the Administrative Agent, 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, or, in the case of any other Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assignment and Acceptance, in each case as provided in Section 8.07; (b) may consult with legal counsel (including counsel for any Subject Entity or any Adviser or any Manager) and 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 the any Lender or any Secondary Lender Party and 138 132 shall not be responsible to the any Lender or any Secondary Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Loan 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, the other Program Documents any Loan Document on the part of any Subject Entity, any Adviser, any Manager, the Custodian or any other Person Loan Party or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager or the CustodianLoan Party; (ive) shall not be responsible to the any Lender or any Secondary Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreementany lien or security interest created or purported to be created under or in connection with, the other Program Documents any Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (vf) shall incur no liability under or in respect of this Agreement or any other Program Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable telecopy 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 (Amf Bowling Inc)
Agent’s Reliance, Etc. (a) Neither the Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Facility Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the each Agent: (i) may consult with legal counsel (including counsel for any Subject Entity the Borrower or the Collateral Manager or any Adviser or any Managerof their Affiliates) and independent public accountants and other experts selected by it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by such Agent in good faith in accordance with such opinion and shall not be liable for any action taken taken, suffered 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 the Lender any Secured Party or any Secondary Lender other Person and shall not be responsible to the Lender any Secured Party or any Secondary Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Facility Documents; (iii) shall not have any duty to ascertain monitor, ascertain, or to inquire investigate as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Program Documents Facility Documents, any Related Document or any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of any Subject Entity, any Adviser, any Managerthe Borrower, the Custodian Collateral Manager or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager the Borrower or the CustodianCollateral Manager; (iv) shall not be responsible to the Lender any Secured Party or any Secondary Lender other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the Collateral), this Agreement, the other Program Documents Facility Documents, any Related 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 other Program Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate (including, for the avoidance of doubt, the Borrowing Base Calculation Statement), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, telegramemail, cable or telex, if acceptable to it) believed by it to be genuine and believe by it to be 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 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 inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Collateral Manager’s, any Lender’s or any other Person’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.
Appears in 1 contract
Samples: Credit and Security Agreement (FS Investment Corp II)
Agent’s Reliance, Etc. Neither the Agent nor any of its the Agent's directors, officers, agents or employees shall be liable for any action taken or omitted to be taken (including the Agent's own negligence) by it or them under or in connection with this Agreement or any of the other Program Credit Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Agent: (ia) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including counsel for any Subject Entity or any Adviser or any Manager) and the 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; (iic) makes no warranty or representation to the Lender or any Secondary Lender and shall not be responsible to the Lender or any Secondary Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program 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, the Agreement or any other Program Documents Credit Document on the part of any Subject Entity, any Adviser, any Manager, the Custodian Borrower or any other Person its Subsidiaries or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager the Borrower or the Custodianits Subsidiaries; (ive) shall not be responsible to the Lender or any Secondary Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Program Documents Agreement or any other instrument or document furnished pursuant hereto or theretoCredit Document; and (vf) shall incur no liability under or in respect of this Agreement or any other Program Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopiertelecopy, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Agent’s Reliance, Etc. Neither the Second Lien 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 under or in connection with this Agreement or any of the other Program Loan Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Second Lien Administrative Agent: (ia) may consult with legal counsel (including counsel for any Subject Entity or any Adviser or any Manager) and 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; (iib) makes no warranty or representation to the Lender or any Secondary Lender and shall not be responsible to the Lender or any Secondary Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Loan Documents; (iiic) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement, the other Program Documents any Loan Document on the part of any Subject Entity, Loan Party or the existence at any Adviser, time of any Manager, Default under the Custodian or any other Person Loan Documents or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager or the CustodianLoan Party; (ivd) shall not be responsible to the Lender or any Secondary Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreementany lien or security interest created or purported to be created under or in connection with, the other Program Documents any Loan Document or any other instrument or document furnished pursuant hereto thereto; (e) shall not be deemed to have knowledge of any Default or theretoEvent of Default unless the Second Lien Administrative Agent shall have received written notice thereof from the Borrower or a Lender; and (vf) shall incur no liability under or in respect of this Agreement or any other Program Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable telecopy or telexelectronic communication) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Second Lien Credit Agreement (U S Energy Systems Inc)
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 under or in connection with this Agreement or any of the other Program Transaction Documents, except for its or their own bad faith, gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including including, without limitation, counsel for any Subject Entity the Credit Parties or any Adviser or any Managerof their Affiliates) and independent public accountants and other experts selected by it with due care 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 the Lender any Secured Party or any Secondary Lender other Person and shall not be responsible to the Lender any Secured Party or any Secondary Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program DocumentsTransaction Documents by any other Person; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Program Transaction 57 |US-DOCS\130674191.18|| Documents or any related documents on the part of any Subject Entity, any Adviser, any Manager, the Custodian Borrower or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager or the CustodianCredit Parties; (iv) shall not be responsible to the Lender any Secured Party or any Secondary Lender other Person for the due executionexecution (other than by it), legality, validity, enforceability, genuineness, sufficiency or value of any Collateral, this Agreement, the other Program Transaction Documents or any other instrument or document furnished pursuant hereto or theretothereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (v) shall incur no liability under or in respect of this Agreement or any other Program Transaction Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, telegram, cable or telexemail if acceptable to it) reasonably and in good faith believed by it to be genuine and reasonably and in good faith believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to any Credit Party, the Collateral Agent or any Lender or any other Person for any Credit Party’s, the Collateral Agent’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Transaction Document.
Appears in 1 contract
Agent’s Reliance, Etc. Neither None of the Agent nor Agents, any of its their Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Program Loan Documents, except for its its, his, her or their own gross negligence negligence, bad faith or willful misconduct. Without limiting the generality foregoing, each of the foregoingAgents (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Agent: Register to the extent set forth in Section 14.6, (ic) may consult with legal counsel (including counsel for any Subject Entity to the Company or any Adviser or any Manager) and other 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; , (iid) makes no warranty or representation to the any Lender or any Secondary Issuing Lender and shall not be responsible to the any Lender or any Secondary Issuing Lender for any statements, warranties or representations (whether written made by or oral) made on behalf of Revlon, the Company or any of the Company's Subsidiaries in or in connection with this Agreement or the any other Program Documents; Loan Document, (iiie) shall not have any duty to ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement, the other Program Documents on the part of any Subject Entity, any Adviser, any Manager, the Custodian Agreement or any other Person or Loan Document, as to inspect the property (including the books and records) financial condition of any Subject EntityBorrower or any Loan Party or as to the existence or possible existence of any Default or Event of Default, any Adviser, any Manager or the Custodian; (ivf) shall not be responsible to the any Lender or any Secondary Issuing Lender for the due execution, legality, validity, enforceability, 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, this Agreement, the any other Program Documents Loan Document or any other instrument or document furnished pursuant hereto or thereto; thereto and (vg) shall incur no liability under or in respect of this Agreement or any other Program Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be by telecopier, telegram, cable a telecopy or telexelectronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Agent’s Reliance, Etc. (a) Neither the Facility 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 under or in connection with this Agreement or any of the other Program Facility Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Facility Agent: (i) may consult with legal counsel (including including, without limitation, counsel for any Subject Entity the Borrower or the Servicer or any Adviser or any Managerof their Affiliates) and 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 the Lender any Secured Party or any Secondary Lender other Person and shall not be responsible to the Lender any Secured Party or any Secondary Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Facility Documents; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Program Facility Documents or any Related Documents on the part of any Subject Entity, any Adviser, any Manager, the Custodian Borrower or the Servicer or any other Person or to inspect the property (including the books and records) of any Subject Entity, any Adviser, any Manager the Borrower or the CustodianServicer; (iv) shall not be responsible to the Lender any Secured Party or any Secondary Lender other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Collateral, this Agreement, the other Program Documents Facility Documents, any Related Document or any other instrument or document furnished pursuant hereto or theretothereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (v) shall incur no liability under or in respect of this Agreement or any other Program Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate (including for the avoidance of doubt, the Borrowing Base Calculation Certification), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, telegramemail, cable or telex, if acceptable to it) believed by it to be genuine and believe by it to be signed or sent by the proper party or parties. The Facility Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Servicer’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.
Appears in 1 contract
Samples: Credit and Security Agreement (Upstart Holdings, Inc.)
Agent’s Reliance, Etc. Neither the 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 Agent under or in connection with this Agreement (including, without limitation, the Agent's servicing, administering or any of the other Program Documentscollecting Pool Receivables as Collection Agent pursuant to Section 6.01), except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent: (i) may consult with legal counsel (including counsel for the Seller, any Subject Entity Originator, any SPV, Services or any Adviser or any Manager) and the Parent), 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 the Lender Citibank or any Secondary Lender CNA and shall not be responsible to the Lender or any Secondary Lender of them for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program DocumentsAgreement; (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, the other Program Documents Agreement on the part of any Subject Entity, any Adviser, any Manager, the Custodian Seller or any other Person Originator or any SPV or Services or the Parent or to inspect the property (including the books and records) of the Seller or any Subject Entity, Originator or any Adviser, any Manager SPV or Services or the CustodianParent; (iv) shall not be responsible to the Lender Citibank or any Secondary Lender CNA for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any Originator Agreement, any NewCo Agreement, the other Program Documents Parent Agreement, the Ownership 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 other Program Document Originator Agreement or any NewCo Agreement or the Parent Agreement by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Receivables Purchase and Sale Agreement (Alliant Energy Corp)
Agent’s Reliance, Etc. Neither None of the Agent Administrator and the Purchaser Agents, nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it as Administrator or them as Purchaser Agent, as the case may be, under or in connection with this Agreement or any of the other Program Documents, except for its or their such Person’s own gross negligence or willful misconduct. Without limiting the generality Each of the foregoing, the Administrator and each Purchaser Agent: (i) may consult with legal counsel (including counsel for any Subject Entity or any Adviser or any Manager) and the Seller), independent public accountants and other experts selected by it the Administrator 740811803 17540157 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 the Lender any Purchaser or any Secondary Lender Purchaser Agent and shall not be responsible to the Lender any Purchaser or any Secondary Lender Purchaser Agent for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program DocumentsAgreement; (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, the other Program Documents Agreement on the part of any Subject Entitythe Seller, the Servicer, any AdviserSub-Servicer, any Manager, the Custodian Xxxxx Corning or any other Person Originator or to inspect the property (including the books and records) of any Subject Entitythe Seller, the Servicer, any AdviserSub-Servicer, Xxxxx Corning or any Manager or the CustodianOriginator; (iv) shall not be responsible to the Lender any Purchaser or any Secondary Lender Purchaser Agent for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement, the other Program Documents or any other instrument or document furnished pursuant hereto or theretohereto; and (v) shall incur no liability under or in respect of this Agreement or any other Program Transaction Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.. The Administrator may at any time request instructions from the Purchasers and/or Purchaser Agents, and the Purchaser Agents may at any time request instructions from the Purchasers in their Purchaser Groups, with respect to any actions or approvals which by the terms of this Agreement or of any of the other Transaction Documents the Administrator or such Purchaser Agent is permitted or required to take or to grant, and if such instructions are promptly requested, the Administrator and/or such Purchaser Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under any of the Transaction Documents until it shall have received such instructions from the Majority Purchaser Agents, in the case of the Administrator or Purchasers holding the majority of the aggregate of the Commitments in such Purchaser Agent’s Purchaser Group, in the case of any Purchaser Agent (or, in either case, where expressly required hereunder, from all of the XX Xxxxx and/or all of the Purchasers). Without limiting the foregoing, (x) none of the Purchasers and the Purchaser Agents shall have any right of action whatsoever against the Administrator as a result of the Administrator acting or refraining from acting under this Agreement or any of the other Transaction Documents in accordance with the instructions of the Majority Purchaser Agent and (y) none of the Purchasers in a Purchaser Agent’s Purchaser Group shall have any right of action whatsoever against such Purchaser Agent as a result of such Purchaser Agent acting or refraining from acting under this Agreement or any of the other Transaction Documents in accordance with the instructions of the Purchasers within such Purchaser Agent’s Purchaser Group with a majority of the Commitments of such Purchaser Group. The Administrator shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the required Purchasers or required Purchaser Agents, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Purchasers, all Purchaser Agents and the Administrator. Each Purchaser Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Purchasers in such Purchaser Agent’s Purchaser Group with a majority of the Commitments of such Purchaser Group, and any such request and any action taken or failure to act pursuant thereto shall be binding upon all the Purchasers in such Purchaser Agent’s Purchaser Group and such Purchaser Agent. 740811803 17540157
Appears in 1 contract
Agent’s Reliance, Etc. Neither the No 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 an Agent under or in connection with this Agreement or any of the other Program Documentsrelated agreement or document, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the each Agent: (i) may consult with legal counsel (including counsel for any Subject Entity or any Adviser or any Manager) and counsel, 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 the Lender Purchasers or any Secondary Lender Agents and shall not be responsible to the Lender Purchasers or any Secondary Lender Agents for any statements, warranties or representations made by the Seller, NFC, the Master Trust, the Master Trust Trustee, the Issuer or the Indenture Trustee (whether written or oralin any capacity) made in or in connection with this Agreement or the other Program Documentsany Series 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, the other Program Documents any Series Document on the part of any Subject Entitythe Seller, any Adviser, any ManagerNFC, the Custodian Master Trust, the Master Trust Trustee, the Issuer or the Indenture Trustee (in any other Person capacity) or to inspect the property (including the books and records) of any Subject Entitythe Seller, any AdviserNFC, any Manager the Master Trust, the Master Trust Trustee, the Issuer or the CustodianIndenture Trustee (in any capacity); (iv) shall not be responsible to the Lender any Purchaser or any Secondary Lender Agent for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Program Documents Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (v) shall incur no liability under or in respect of this Agreement or any other Program Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telexfacsimile) believed by it in good faith to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Note Purchase Agreement (Navistar Financial Dealer Note Master Owner Trust)
