Common use of Authority of Adviser; Adviser Disclaimer Clause in Contracts

Authority of Adviser; Adviser Disclaimer. Each of the Borrowers hereby confirms that the Adviser and the employees of the Adviser designated by such Borrower as its agents have been duly authorized to act on behalf of such Borrower for purposes of this Agreement and to take all actions which such Borrower is entitled or required to take hereunder, including, without limitation, requesting the making or conversion of Loans on behalf of a Borrower pursuant to Section 2, reducing or terminating the Commitments as to one or more Borrowers, and executing and delivering any and all certificates, reports, financial information and notices required to be delivered to the Administrative Agent hereunder. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the parties hereto acknowledge and agree that (a) in taking any such action hereunder, the Adviser is acting solely in its capacity as investment adviser for a Borrower and not in its individual capacity, (b) neither the Adviser nor any of its officers, employees or agents (with the Adviser, collectively, “Adviser Persons”) shall have any liability whatsoever for any action taken or omitted to be taken by any of them in connection with this Agreement nor shall any of them be bound by or liable for any indebtedness, liability or obligation hereunder and (c) neither the Adviser nor any Adviser Person shall be responsible in any manner to the Administrative Agent or the Banks for the truth, completeness or accuracy of any statement, representation, warranty or certification contained in this Agreement, any other Loan Document or in any information, report, certificate or other document furnished by the Adviser on behalf of any Delaware LLC, Trust, Maryland corporation or Borrower in connection with this Agreement.

Authority of Adviser; Adviser Disclaimer. Each of the Borrowers hereby confirms that the Adviser and the employees of the Adviser designated by such Borrower as its agents have been duly authorized to act on behalf of such Borrower for purposes of this Agreement and to take all actions which such Borrower is entitled or required to take hereunderhereunder or thereunder, including, without limitation, requesting the making or conversion of Loans on behalf of a Borrower pursuant to Section 2, reducing or terminating the Commitments as to one or more Borrowers, and executing and delivering any and all certificates, reports, financial information and notices required to be delivered to the Administrative Agent Agents hereunder. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the parties hereto acknowledge and agree that (a) in taking any such action hereunder, the Adviser is acting solely in its capacity as investment adviser for a Borrower and not in its individual capacity, (b) neither the Adviser nor any of its officers, employees or agents (with the Adviser, collectively, “"Adviser Persons”") shall have any liability whatsoever for any action taken or omitted to be taken by any of them in connection with this Agreement nor shall any of them be bound by or liable for any indebtedness, liability or obligation hereunder and (c) neither the Adviser nor any Adviser Person shall be responsible in any manner to the Administrative Agent Agents or the Banks for the truth, completeness or accuracy of any statement, representation, warranty or certification contained in this Agreement, any other Loan Document or in any information, report, certificate or other document furnished by the Adviser on behalf of any Delaware LLC, Trust, Maryland corporation Trust or Borrower in connection with this Agreement.. ARTICLE2 THE CREDIT

Authority of Adviser; Adviser Disclaimer. Each of the Borrowers Funds hereby confirms that the Adviser and the employees of the Adviser designated by such Borrower as its agents have has been duly authorized to act on behalf of such Borrower Fund for purposes of this Agreement and the relevant Notes and to take all actions which such Borrower Fund is entitled or required to take hereunderhereunder or thereunder, including, without limitation, requesting the making making, continuation or conversion of Loans on behalf of a Borrower Fund pursuant to Section 2Article II, reducing or terminating the Commitments as to one or more BorrowersFunds, and executing and delivering Loan Requests, Borrowing Base Certificates and any and all other certificates, reports, financial information and notices required to be delivered to the Administrative Agent hereunder. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the parties hereto acknowledge and agree that (a) in taking any such action hereunderhereunder or under a Note, the Adviser is acting solely in its capacity as investment adviser for a Borrower the Funds and not in its individual capacity, (b) neither the Adviser nor any of its officers, employees or agents (with the Adviser, collectively, “"Adviser Persons”") shall have any liability whatsoever for any action taken or omitted to be taken by any of them in connection with this Agreement or any Note nor shall any of them be bound by or liable for any indebtedness, liability or obligation hereunder or under any Note and (c) neither the Adviser nor any no Adviser Person shall be responsible in any manner to the Administrative Agent or the Banks for the truth, completeness or accuracy of any statement, representation, warranty or certification contained in this Agreement, any other Loan Document Agreement or in any information, report, certificate or other document furnished by the Adviser on behalf of any Delaware LLC, Trust, Maryland corporation Trust or Borrower Fund in connection with this Agreement, including, without limitation, any Loan Request, any Borrowing Base Certificate, and any certificate or notice furnished pursuant to Section 6.1 or 6.2 hereof; provided that, in the case of clauses (b) and (c) above, the conduct of the Adviser Persons or any of them did not constitute gross negligence or willful misconduct.

Authority of Adviser; Adviser Disclaimer. Each of the Borrowers hereby confirms that the Adviser and the employees of the Adviser designated by such Borrower as its agents have been duly authorized to act on behalf of such Borrower for purposes of this Agreement and to take all actions which such Borrower is entitled or required to take hereunder, including, without limitation, requesting the making or conversion of Loans on behalf of a Borrower pursuant to Section 2, reducing or terminating the Commitments as to one or more Borrowers, and executing and delivering any and all certificates, reports, financial information and notices required to be delivered to the Administrative Agent hereunder. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the parties hereto acknowledge and agree that (a) in taking any such action hereunder, the Adviser is acting solely in its capacity as investment adviser for a Borrower and not in its individual capacity, (b) neither the Adviser nor any of its officers, employees or agents (with the Adviser, collectively, “"Adviser Persons”") shall have any liability whatsoever for any action taken or omitted to be taken by any of them in connection with this Agreement nor shall any of them be bound by or liable for any indebtedness, liability or obligation hereunder and (c) neither the Adviser nor any Adviser Person shall be responsible in any manner to the Administrative Agent or the Banks for the truth, completeness or accuracy of any statement, representation, warranty or certification contained in this Agreement, any other Loan Document or in any information, report, certificate or other document furnished by the Adviser on behalf of any Delaware LLC, Trust, Maryland corporation or Borrower in connection with this Agreement.

Authority of Adviser; Adviser Disclaimer. Each of the Borrowers Funds and Portfolios hereby confirms that the its Adviser and the employees of the Adviser designated by such Borrower as its agents have has been duly authorized to act on behalf of such Borrower Fund or Portfolio for purposes of this Agreement and the relevant Note and to take all actions which such Borrower Fund or such Portfolio is entitled or required to take hereunderhereunder or thereunder, including, without limitation, requesting the making making, continuation or conversion of Loans on behalf of a Borrower Fund or Portfolio pursuant to Section 2, reducing or terminating the Commitments Commitment as to one or more BorrowersFunds or Portfolios, and executing and delivering Borrowing Certificates, Borrowing Base Certificates and any and all other certificates, reports, financial information and notices required to be delivered to the Administrative Agent Agents and/or the Banks hereunder. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the parties hereto acknowledge and agree that (a) in taking any such action hereunder, hereunder or under a Note the respective Adviser is acting solely in its capacity as investment adviser for a Borrower the relevant Funds and Portfolios and not in its individual capacity, capacity and (b) neither the such Adviser nor any of its officers, directors, members, employees or agents (with the such Adviser, collectively, “"Adviser Persons”") shall have any liability whatsoever to any Bank or Agent for any action taken or omitted to be taken by any of them in connection with this Agreement or any Note nor shall any of them be bound by or liable for any indebtedness, liability or obligation hereunder or under the Note and (c) neither the Adviser nor any no Adviser Person shall be responsible in any manner to the Administrative Agent Agents or the Banks for the truth, completeness or accuracy of any statement, representation, warranty or certification contained in this Agreement, any other Loan Document Agreement or in any information, report, certificate or other document furnished by the any Adviser on behalf of any Delaware LLC, Trust, Maryland corporation Fund or Borrower Portfolio in connection with this Agreement, including, without limitation, any Borrowing Certificate, any Borrowing Base Certificate, and any certificate or notice furnished pursuant to Section 7.1 or 7.2 hereof; provided that, in the case of clauses (b) and (c) above, the conduct of the Adviser Persons or any of them did not constitute gross negligence, misconduct or a breach of any obligation to any Fund or Portfolio.

Authority of Adviser; Adviser Disclaimer. Each of the Borrowers Funds and Portfolios hereby confirms that the its Adviser and the employees of the Adviser designated by such Borrower as its agents have has been duly authorized to act on behalf of such Borrower Fund or Portfolio for purposes of this Agreement and the relevant Note and to take all actions which such Borrower Fund or such Portfolio is entitled or required to take hereunderhereunder or thereunder, including, without limitation, requesting the making making, continuation or conversion of Loans on behalf of a Borrower Fund or Portfolio pursuant to Section SECTION 2, reducing or terminating the Commitments Commitment as to one or more BorrowersFunds or Portfolios, and executing and delivering Borrowing Certificates, Borrowing Base Certificates and any and all other certificates, reports, financial information and notices required to be delivered to the Administrative Agent and/or the Banks hereunder. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the parties hereto acknowledge and agree that (a) in taking any such action hereunder, hereunder or under a Note the Adviser is acting solely in its capacity as investment adviser for a Borrower the Funds and Portfolios and not in its individual capacity, capacity and (b) neither the Adviser nor any of its officers, employees or agents (with the Adviser, collectively, “Adviser Persons”"ADVISER PERSONS") shall have any liability whatsoever to any Bank or the Agent for any action taken or omitted to be taken by any of them in connection with this Agreement or any Note nor shall any of them be bound by or liable for any indebtedness, liability or obligation hereunder or under the Note and (c) neither the Adviser nor any no Adviser Person shall be responsible in any manner to the Administrative Agent or the Banks for the truth, completeness or accuracy of any statement, representation, warranty or certification contained in this Agreement, any other Loan Document Agreement or in any information, report, certificate or other document furnished by the Adviser on behalf of any Delaware LLC, Trust, Maryland corporation Fund or Borrower Portfolio in connection with this Agreement, including, without limitation, any Borrowing Certificate, any Borrowing Base Certificate, and any certificate or notice furnished pursuant to SECTION 7.1 or 7.2 hereof; PROVIDED that, in the case of CLAUSES (b) and (c) above, the conduct of the Adviser Persons or any of them did not constitute negligence, misconduct or a breach of any obligation to any Fund or Portfolio.

Authority of Adviser; Adviser Disclaimer. Each of the Borrowers Funds and Portfolios hereby confirms that the its Adviser and the employees of the Adviser designated by such Borrower as its agents have has been duly authorized to act on behalf of such Borrower Fund or Portfolio for purposes of this Agreement and the relevant Note and to take all actions which such Borrower Fund or such Portfolio is entitled or required to take hereunderhereunder or thereunder, including, without limitation, requesting the making making, continuation or conversion of Loans on behalf of a Borrower Fund or Portfolio pursuant to Section 2, reducing or terminating the Commitments Commitment as to one or more BorrowersFunds or Portfolios, and executing and delivering Borrowing Certificates, Borrowing Base Certificates and any and all other certificates, reports, financial information and notices required to be delivered to the Administrative Agent and/or the Banks hereunder. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the parties hereto acknowledge and agree that (a) in taking any such action hereunder, hereunder or under a Note the Adviser is acting solely in its capacity as investment adviser for a Borrower the Funds and Portfolios and not in its individual capacity, capacity and (b) neither the Adviser nor any of its officers, employees or agents (with the Adviser, collectively, “"Adviser Persons”") shall have any liability whatsoever to any Bank or the Agent for any action taken or omitted to be taken by any of them in connection with this Agreement or any Note nor shall any of them be bound by or liable for any indebtedness, liability or obligation hereunder or under the Note and (c) neither the Adviser nor any no Adviser Person shall be responsible in any manner to the Administrative Agent or the Banks for the truth, completeness or accuracy of any statement, representation, warranty or certification contained in this Agreement, any other Loan Document Agreement or in any information, report, certificate or other document furnished by the Adviser on behalf of any Delaware LLC, Trust, Maryland corporation Fund or Borrower Portfolio in connection with this Agreement, including, without limitation, any Borrowing Certificate, any Borrowing Base Certificate, and any certificate or notice furnished pursuant to Section 7.1 or 7.2 hereof; provided that, in the case of clauses (b) and (c) above, the conduct of the Adviser Persons or any of them did not constitute negligence, misconduct or a breach of any obligation to any Fund or Portfolio.

Authority of Adviser; Adviser Disclaimer. Each of the Borrowers hereby confirms that the Adviser and the employees of the Adviser designated by such Borrower as its agents have been duly authorized to act on behalf of such Borrower for purposes of this Agreement and to take all actions which such Borrower is entitled or required to take hereunderhereunder Table of Contents or thereunder, including, without limitation, requesting the making or conversion of Loans on behalf of a Borrower pursuant to Section 2, reducing or terminating the Commitments as to one or more Borrowers, and executing and delivering any and all certificates, reports, financial information and notices required to be delivered to the Administrative Agent hereunder. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the parties hereto acknowledge and agree that (a) in taking any such action hereunder, the Adviser is acting solely in its capacity as investment adviser for a Borrower and not in its individual capacity, (b) neither the Adviser nor any of its officers, employees or agents (with the Adviser, collectively, “Adviser Persons”) shall have any liability whatsoever for any action taken or omitted to be taken by any of them in connection with this Agreement nor shall any of them be bound by or liable for any indebtedness, liability or obligation hereunder and (c) neither the Adviser nor any Adviser Person shall be responsible in any manner to the Administrative Agent or the Banks for the truth, completeness or accuracy of any statement, representation, warranty or certification contained in this Agreement, any other Loan Document or in any information, report, certificate or other document furnished by the Adviser on behalf of any Delaware LLC, Trust, Maryland corporation or Borrower in connection with this Agreement.

Authority of Adviser; Adviser Disclaimer. Each of the Borrowers hereby confirms that the Adviser and the employees of the Adviser designated by such Borrower as its agents have been duly authorized to act on behalf of such Borrower for purposes of this Agreement and to take all actions which such Borrower is entitled or required to take hereunderhereunder or thereunder, including, without limitation, requesting the making or conversion of Loans on behalf of a Borrower pursuant to Section 2, reducing or terminating the Commitments as to one or more Borrowers, and executing and delivering any and all certificates, reports, financial information and notices required to be delivered to the Administrative Agent hereunder. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the parties hereto acknowledge and agree that (a) in taking any such action hereunder, the Adviser is acting solely in its capacity as investment adviser for a Borrower and not in its individual capacity, (b) neither the Adviser nor any of its officers, employees or agents (with the Adviser, collectively, “"Adviser Persons”") shall have any liability whatsoever for any action taken or omitted to be taken by any of them in connection with this Agreement nor shall any of them be bound by or liable for any indebtedness, liability or obligation hereunder and (c) neither the Adviser nor any Adviser Person shall be responsible in any manner to the Administrative Agent or the Banks for the truth, completeness or accuracy of any statement, representation, warranty or certification contained in this Agreement, any other Loan Document or in any information, report, certificate or other document furnished by the Adviser on behalf of any Delaware LLC, Trust, Maryland corporation or Borrower in connection with this Agreement.

Authority of Adviser; Adviser Disclaimer. Each of the Borrowers The Fund hereby confirms that the Adviser and the employees of the Adviser designated by such Borrower as its agents have has been duly authorized to act on its behalf of such Borrower for purposes of this Agreement and the Note and to take all actions which such Borrower the Fund is entitled or required to take hereunderhereunder or thereunder, including, without limitation, requesting the making or conversion of the Loans on behalf of a Borrower pursuant to Section SECTION 2, reducing or terminating the Commitments as to one or more Borrowers, and executing and delivering Borrowing Base Certificates and any and all other certificates, reports, financial information and notices required to be delivered to the Administrative Agent Bank hereunder. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the parties hereto acknowledge and agree that (a) in taking any such action hereunderhereunder or under a Note, the Adviser is acting solely in its capacity as investment adviser for a Borrower the Fund and not in its individual capacity, (b) neither the Adviser nor any of its officers, employees or agents (with the Adviser, collectively, “Adviser Persons”"ADVISER PERSONS") shall have any liability whatsoever for any action taken or omitted to be taken by any of them in connection with this Agreement or the Note nor shall any of them be bound by or liable for any indebtedness, liability or obligation hereunder or under the Note and (c) neither the Adviser nor any no Adviser Person shall be responsible in any manner to the Administrative Agent or the Banks Bank for the truth, completeness or accuracy of any statement, representation, warranty or certification contained in this Agreement, any other Loan Document Agreement or in any information, report, certificate or other document furnished by the Adviser on behalf of any Delaware LLC, Trust, Maryland corporation or Borrower the Fund in connection with this Agreement, including, without limitation, any Borrowing Base Certificate, and any certificate or notice furnished pursuant to SECTION 6.1 or 6.2 hereof; PROVIDED that, in the case of CLAUSES (b) and (c) above, the conduct of the Adviser Persons or any of them did not constitute gross negligence or willful misconduct.

Authority of Adviser; Adviser Disclaimer. Each of the Borrowers Funds and Portfolios hereby confirms that the its Adviser and the employees of the Adviser designated by such Borrower as its agents have has been duly authorized to act on behalf of such Borrower Fund or Portfolio for purposes of this Agreement and the relevant Note and to take all actions which such Borrower Fund or such Portfolio is entitled or required to take hereunderhereunder or thereunder, including, without limitation, requesting the making making, continuation or conversion of Loans on behalf of a Borrower Fund or Portfolio pursuant to Section 2, reducing or terminating the Commitments Commitment as to one or more BorrowersFunds or Portfolios, and executing and delivering Borrowing Certificates, Borrowing Base Certificates and any and all other certificates, reports, financial information and notices required to be delivered to the Administrative Agent Agents and/or the Banks hereunder. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the parties hereto acknowledge and agree that (a) in taking any such action hereunder, hereunder or under a Note the Adviser is acting solely in its capacity as investment adviser for a Borrower the Funds and Portfolios and not in its individual capacity, capacity and (b) neither the Adviser nor any of its officers, employees or agents (with the Adviser, collectively, “"Adviser Persons”") shall have any liability whatsoever to any Bank or Agent for any action taken or omitted to be taken by any of them in connection with this Agreement or any Note nor shall any of them be bound by or liable for any indebtedness, liability or obligation hereunder or under the Note and (c) neither the Adviser nor any no Adviser Person shall be responsible in any manner to the Administrative Agent Agents or the Banks for the truth, completeness or accuracy of any statement, representation, warranty or certification contained in this Agreement, any other Loan Document Agreement or in any information, report, certificate or other document furnished by the Adviser on behalf of any Delaware LLC, Trust, Maryland corporation Fund or Borrower Portfolio in connection with this Agreement, including, without limitation, any Borrowing Certificate, any Borrowing Base Certificate, and any certificate or notice furnished pursuant to Section 7.1 or 7.2 hereof; provided that, in the case of clauses (b) and (c) above, the conduct of the Adviser Persons or any of them did not constitute negligence, misconduct or a breach of any obligation to any Fund or Portfolio.

Authority of Adviser; Adviser Disclaimer. Each of the Borrowers hereby confirms that the Adviser and the employees of the Adviser designated by such Borrower as its agents have been duly authorized to act on behalf of such Borrower for purposes of this Agreement and to take all actions which such Borrower is entitled or required to take hereunderhereunder or thereunder, including, without limitation, requesting the making or conversion of Loans on behalf of a Borrower pursuant to Section 2, reducing or terminating the Commitments as to one or more Borrowers, and executing and delivering any and all certificates, reports, financial information and notices required to be delivered to the Administrative Agent hereunder. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the parties hereto acknowledge and agree that (a) in taking any such action hereunder, the Adviser is acting solely in its capacity as investment adviser for a Borrower and not in its individual capacity, (b) neither the Adviser nor any of its officers, employees or agents (with the Adviser, collectively, “Adviser Persons”) shall have any liability whatsoever for any action taken or omitted to be taken by any of them in connection with this Agreement nor shall any of them be bound by or liable for any indebtedness, liability or obligation hereunder and (c) neither the Adviser nor any Adviser Person shall be responsible in any manner to the Administrative Agent or the Banks for the truth, completeness or accuracy of any statement, representation, warranty or certification contained in this Agreement, any other Loan Document or in any information, report, certificate or other document furnished by the Adviser on behalf of any Delaware LLC, Trust, Maryland corporation or Borrower in connection with this Agreement.”

Authority of Adviser; Adviser Disclaimer. Each of the Borrowers hereby confirms that the Adviser and the employees of the Adviser designated by such Borrower as its agents have been duly authorized to act on behalf of such Borrower for purposes of this Agreement and to take all actions which such Borrower is entitled or required to take hereunderhereunder or thereunder, including, without limitation, requesting the making or conversion of Loans on behalf of a Borrower pursuant to Section 2, reducing or terminating the Commitments as to one or more Borrowers, and executing and delivering any and all certificates, reports, financial information and notices required to be delivered to the Administrative Agent Agents hereunder. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the parties hereto acknowledge and agree that (a) in taking any such action hereunder, the Adviser is acting solely in its capacity as investment adviser for a Borrower and not in its individual capacity, (b) neither the Adviser nor any of its officers, employees or agents (with the Adviser, collectively, “"Adviser Persons”") shall have any liability whatsoever for any action taken or omitted to be taken by any of them in connection with this Agreement nor shall any of them be bound by or liable for any indebtedness, liability or obligation hereunder and (c) neither the Adviser nor any Adviser Person shall be responsible in any manner to the Administrative Agent Agents or the Banks for the truth, completeness or accuracy of any statement, representation, warranty or certification contained in this Agreement, any other Loan Document or in any information, report, certificate or other document furnished by the Adviser on behalf of any Delaware LLC, Trust, Maryland corporation Trust or Borrower in connection with this Agreement.

Authority of Adviser; Adviser Disclaimer. Each of the Borrowers The Fund hereby confirms that the Adviser and the employees of the Adviser designated by such Borrower as its agents have has been duly authorized to act on its behalf of such Borrower for purposes of this Agreement and the Notes and to take all actions which such Borrower the Fund is entitled or required to take hereunderhereunder or thereunder, including, without limitation, including requesting the making or conversion of the Loans on behalf of a Borrower pursuant to Section SECTION 2, reducing or terminating the Commitments as to one or more Borrowers, and executing and delivering Borrowing Base Certificates and any and all other certificates, reports, financial information and notices required to be delivered to the Administrative Agent Bank hereunder. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the parties hereto acknowledge and agree that (a) in taking any such action hereunderhereunder or under a Note, the Adviser is acting solely in its capacity as investment adviser for a Borrower the Fund and not in its individual capacity, (b) neither the Adviser nor any of its officers, employees or agents (with the Adviser, collectively, “Adviser Persons”"ADVISER PERSONS") shall have any liability whatsoever for any action taken or omitted to be taken by any of them in connection with this Agreement or the Note nor shall any of them be bound by or liable for any indebtedness, liability or obligation hereunder or under the Note and (c) neither the Adviser nor any no Adviser Person shall be responsible in any manner to the Administrative Agent or the Banks for the truth, completeness or accuracy of any statement, representation, warranty or certification contained in this Agreement, any other Loan Document Agreement or in any information, report, certificate or other document furnished by the Adviser on behalf of any Delaware LLC, Trust, Maryland corporation or Borrower the Fund in connection with this Agreement, including any Borrowing Base Certificate, and any certificate or notice furnished pursuant to SECTION 6.1 or 6.2 hereof; PROVIDED that, in the case of CLAUSES (b) and (c) above, the conduct of the Adviser Persons or any of them did not constitute gross negligence or willful misconduct.

Authority of Adviser; Adviser Disclaimer. Each of the Borrowers hereby confirms that the Adviser and the employees of the Adviser designated by such Borrower as its agents have been duly authorized to act on behalf of such Borrower for purposes of this Agreement and to take all actions which such Borrower is entitled or required to take hereunderhereunder or thereunder, including, without limitation, requesting the making or conversion of Loans on behalf of a Borrower pursuant to Section 2, reducing or terminating the Commitments as to one or more Borrowers, and executing and delivering any and all certificates, reports, financial information and notices required to be delivered to the Administrative Agent hereunder. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the parties hereto acknowledge and agree that (a) in taking any such action hereunder, the Adviser is acting solely in its capacity as investment adviser for a Borrower and not in its individual capacity, (b) neither the Adviser nor any of its officers, employees or agents (with the Adviser, collectively, “Adviser Persons”) shall have any liability whatsoever for any action taken or omitted to be taken by any of them in connection with this Agreement nor shall any of them be bound by or liable for any indebtedness, liability or obligation hereunder and (c) neither the Adviser nor any Adviser Person shall be responsible in any manner to the Administrative Agent or the Banks for the truth, completeness or accuracy of any statement, representation, warranty or certification contained in this Agreement, any other Loan Document or in any information, report, certificate or other document furnished by the Adviser on behalf of any Delaware LLC, Trust, Maryland corporation or Borrower in connection with this Agreement.

Authority of Adviser; Adviser Disclaimer. Each of the Borrowers Investment Companies hereby confirms for itself and, if it is comprised of Funds, its Funds that the Adviser and the employees of the Adviser designated by such Borrower as its agents have has been duly authorized to act on its behalf or on behalf of such Borrower its Funds, as the case may be, for purposes of this Agreement the Credit Documents and to take all actions which that such Borrower is Investment Company or Funds are entitled or required to take hereunderhereunder or thereunder, including, without limitation, requesting the making making, continuation or conversion of Loans on its behalf or on behalf of a Borrower its Funds pursuant to Section 2Article II, reducing or terminating the Commitments as to one itself or more Borrowersits Funds, as the case may be, and executing and delivering loan requests, Asset Coverage Ratio Certificates and any and all other certificates, reports, financial information and notices required to be delivered to the Administrative Agent Agents hereunder. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the parties hereto acknowledge and agree that (a) in taking any such action hereunderhereunder or under another Credit Document, the Adviser is acting solely in its capacity as investment adviser for a Borrower the Funds and not in its individual capacity, (b) neither the Adviser nor any of its officers, employees or agents (with the Adviser, collectively, “"Adviser Persons”") shall have any liability whatsoever for any action taken or omitted to be taken by any of them in connection with this Agreement or any other Credit Document nor shall any of them be bound by or liable for any indebtedness, liability or obligation hereunder or under any other Credit Document and (c) neither the Adviser nor any no Adviser Person shall be responsible in any manner to the Administrative Agent or the Banks for the truth, completeness or accuracy of any statement, representation, warranty or certification contained in this Agreement, any other Loan Document Agreement or in any information, report, certificate or other document furnished by the Adviser on behalf of any Delaware LLC, Trust, Maryland corporation Investment Company or Borrower Fund in connection with this Agreement, including, without limitation, any loan request, any Asset Coverage Ratio Certificate and any other certificate or notice furnished pursuant to Section 6.1 or 6.2 hereof; provided that, in the case of clauses (b) and (c) above, the conduct of the Adviser Persons or any of them did not constitute gross negligence or willful misconduct.