Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender to disburse the proceeds of the Loan pursuant to the Loan Documents, as requested by an authorized representative of Borrower, to any of the account(s) to be designated in the form attached hereto as Exhibit D. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by Borrower. Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. (b) If Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender takes these actions Lender will not in any situation be liable for failing to take or correctly perform these actions in the future, and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents or any agreement between Lender and Borrower. Borrower agrees to notify Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Lender’s confirmation to Borrower of such transfer. (c) Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, (ii) require use of a bank unacceptable to Lender or prohibited by government authority, (iii) cause Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, or (iii) otherwise cause Lender to violate any applicable law or regulation. (d) Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (A) any claim for these damages is based on tort or contract or (B) Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender makes no representations or warranties other than those expressly made in this Agreement.
Appears in 12 contracts
Samples: Loan Agreement (KBS Real Estate Investment Trust, Inc.), Loan Agreement (KBS Real Estate Investment Trust, Inc.), Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender to disburse the proceeds of the Loan any Loan(s) made by Lender or its affiliate pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, the Borrower to any of the account(s) to be accounts designated in the form attached hereto as that certain Exhibit D. entitled Transfer Authorizer Designation. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender takes these actions Lender will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender and Borrower. Borrower agrees to notify Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Lender’s confirmation to Borrower of such transfer.
(c) . Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, authorization (ii) require use of a bank unacceptable to Lender or prohibited by government authority, ; (iii) cause Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, or (iiiiv) otherwise cause Lender to violate any applicable law or regulation.
(d) . Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender makes no representations or warranties other than those expressly made in this Agreement.
Appears in 4 contracts
Samples: Loan Agreement (Phillips Edison - ARC Shopping Center REIT Inc.), Loan Agreement (Phillips Edison - ARC Shopping Center REIT Inc.), Loan Agreement (Phillips Edison - ARC Shopping Center REIT Inc.)
Funds Transfer Disbursements. (a) The Borrower hereby authorizes Lender Administrative Agent to disburse the proceeds of the Loan made by Lenders or any of their Affiliates pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, Borrower to any of the account(s) to be accounts designated in the form attached hereto as Exhibit D. Disbursement Instruction Agreement. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Lender Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or of funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by Borrower. Lender Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender Administrative Agent takes these actions Lender Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender Administrative Agent and Borrower. Borrower agrees to notify Lender Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after LenderAdministrative Agent’s confirmation to Borrower of such transfer.
(c) Lender . Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender Administrative Agent may delay or refuse to accept a funds transfer request if the transfer would: (ia) violate the terms of this authorization, (iib) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority, ; (iiic) cause Administrative Agent or any Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, ; or (iiid) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation.
(d) . Neither Administrative Agent nor any Lender shall not be liable to Borrower or any other parties for for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes no any representations or warranties other than those expressly made in this Agreement.
Appears in 3 contracts
Samples: Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.), Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.), Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)
Funds Transfer Disbursements. (a) a. Borrower hereby authorizes Lender to disburse the proceeds of the Loan made by Lender or its affiliate pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower (as authenticated in accordance with the authentication procedures implemented by Lender, as the same may be changed from time to time, and communicated to Borrower, ) to any of the account(s) to be accounts designated in the form attached hereto as Exhibit D. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Lender in good faith and in compliance with these the transfer instructionsinstructions contained in Exhibit D, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by Borrower. Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that that, no matter how many times Lender takes these actions actions, Lender will not in any situation be liable for failing to take or correctly perform these actions in the future, and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, provision or the Loan Documents or any agreement between Lender and BorrowerDocuments. Borrower agrees to notify Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Lender’s confirmation to Borrower of such transfer.
(c) b. Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, Agreement; (ii) require use of a bank unacceptable to Lender or prohibited by government authority, ; (iii) cause Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, ; or (iiiiv) otherwise cause Lender to violate any applicable law or regulation.
(d) c. Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (A) any claim for these damages is based on tort or contract or (B) Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender makes no representations or warranties other than those expressly made in this Agreement.
Appears in 2 contracts
Samples: Building Loan Agreement (AAC Holdings, Inc.), Building Loan Agreement (AAC Holdings, Inc.)
Funds Transfer Disbursements. (a) Borrower The Borrowers hereby authorizes Lender authorize the Administrative Agent to disburse the proceeds of any Loan made by the Loan Lenders or any of their Affiliates pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, the Principal Borrower or any other Borrower to any of the account(s) to be accounts designated in the form attached hereto as Exhibit D. Borrower agrees Disbursement Instruction Agreement. The Borrowers agree to be bound by any transfer request: (i) authorized or transmitted by Borrowerthe Borrowers; or (ii) made in Borrower’s name the Borrowers’ name, not containing any manifest errors and accepted by Lender the Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrowerthe Borrowers. Borrower The Borrowers further agrees agree and acknowledges acknowledge that Lender the Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower the Borrowers to effect a wire or of funds transfer even if the information provided by Borrower the Borrowers identifies a different bank or account holder than named by Borrowerthe Borrowers. Lender The Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) the Borrowers. If Lender the Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees the Borrowers agree that no matter how many times Lender the Administrative Agent takes these actions Lender the Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender the Administrative Agent and Borrowerthe Borrowers. Borrower agrees The Borrowers agree to notify Lender the Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Lenderthe Administrative Agent’s confirmation to Borrower the Borrowers of such transfer.
(c) Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, (ii) require use of a bank unacceptable to Lender or prohibited by government authority, (iii) cause Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, or (iii) otherwise cause Lender to violate any applicable law or regulation.
(d) Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (A) any claim for these damages is based on tort or contract or (B) Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender makes no representations or warranties other than those expressly made in this Agreement.
Appears in 2 contracts
Samples: Five Year Term Loan Agreement (Highwoods Realty LTD Partnership), Seven Year Term Loan Agreement (Highwoods Realty LTD Partnership)
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender to disburse the proceeds of the Loan pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, the Borrower to any of the account(s) to be accounts designated in the form attached hereto as that certain Exhibit D. b entitled Transfer Authorizer Designation. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender takes these actions actions, Lender will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender Borrower and BorrowerLender. Borrower agrees to notify Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Lender’s confirmation to Borrower of such transfer.
(c) . Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, authorization (ii) require use of a bank unacceptable to Lender or prohibited by government authority, ; (iii) cause Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, or (iiiiv) otherwise cause Lender or any Lender to violate any applicable law or regulation.
(d) . Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond the control of Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (A) any claim for these damages is based on tort or contract or (B) Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender makes no representations or warranties other than those expressly made in this Agreement.or
Appears in 2 contracts
Samples: Mezzanine Loan Agreement, Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender to disburse the proceeds of the Loan any Loan(s) made by Lender or its affiliate pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, the Borrower to any of the account(s) to be accounts designated in that certain Transfer Authorizer Designation in the form of Exhibit E attached hereto as Exhibit D. hereto, executed by Borrower in connection with this Agreement. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender takes these actions Lender will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender and Borrower. Borrower agrees to notify Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Lender’s confirmation to Borrower of such transfer.
(c) . Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, authorization (ii) require use of a bank unacceptable to Lender or prohibited by government authority, ; (iii) cause Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, or (iiiiv) otherwise cause Lender to violate any applicable law or regulation.
(d) . Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender makes no representations or warranties other than those expressly made in this Agreement.
Appears in 2 contracts
Samples: Building Loan Agreement, Building Loan Agreement (Thomas Properties Group Inc)
Funds Transfer Disbursements. (a) a. Borrower hereby authorizes Lender to disburse the proceeds of the Loan made by Lender or its affiliate pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, Borrower to any of the account(s) to be accounts designated in the form attached hereto as Exhibit D. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by Borrower. Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that that, no matter how many times Lender takes these actions actions, Lender will not in any situation be liable for failing to take or correctly perform these actions in the future, and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender and Borrower. Borrower agrees to notify Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Lender’s confirmation to Borrower of such transfer.. Loan No. 1003653
(c) b. Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, ; (ii) require use of a bank unacceptable to Lender or prohibited by government authority, ; (iii) cause Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, ; or (iiiiv) otherwise cause Lender to violate any applicable law or regulation.
(d) c. Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (A) any claim for these damages is based on tort or contract or (B) Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender makes no representations or warranties other than those expressly made in this Agreement.
Appears in 2 contracts
Samples: Building Loan Agreement, Building Loan Agreement (Global Growth Trust, Inc.)
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender to disburse the proceeds of the Loan pursuant to the Loan Documents, any Advance as requested by an authorized representative of Borrower, any Authorized Signatory pursuant to any of the account(s) to be designated a completed Transfer Statement in the form of Exhibit D attached hereto as Exhibit D. to the account designated thereon. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender may rely solely on any bank lender routing number or identifying bank lender account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank lender or account holder than named by Borrower. Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) If Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender takes these actions Lender will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender and Borrower. Borrower agrees to notify Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Lender’s confirmation to Borrower of such transfer.
(c) . Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. .
(c) Lender may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, ; (ii) require use of a bank lender unacceptable to Lender or prohibited by government authority, any Governmental Authority; (iii) cause Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, or (iiiiv) otherwise cause Lender to violate any applicable law Applicable Law or regulation.
(d) Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, bankslenders, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (A) any claim for these damages is based on tort or contract or (B) Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender makes no representations retranslations or warranties with respect to the foregoing or otherwise other than those as expressly made set forth in this Agreement.
Appears in 2 contracts
Samples: Revolving Credit Agreement (New Home Co LLC), Revolving Credit Agreement (TRI Pointe Homes, Inc.)
Funds Transfer Disbursements. (ai) Borrower hereby authorizes Lender Administrative Agent to disburse the proceeds of the Loan pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, signatory pursuant to any of the account(s) to be designated a completed Transfer Authorizer Designation in the form of Exhibit M attached hereto as Exhibit D. to the account designated thereon. Borrower agrees to be bound by any transfer request: (iA) authorized or transmitted by Borrower; or Borrower or, (iiB) made in Borrower’s name and accepted by Lender Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by Borrower. Lender Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(bii) If Lender Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender Administrative Agent takes these actions Lender Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender Administrative Agent, Lenders and Borrower. Borrower agrees to notify Lender Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after LenderAdministrative Agent’s confirmation to Borrower of such transfer.
(c) Lender . Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender .
(iii) Administrative Agent may delay or refuse to accept a funds transfer request if the transfer would: (iA) violate the terms of this authorization, ; (iiB) require use of a bank unacceptable to Lender Administrative Agent or prohibited by government authority, any Governmental Authority; (iiiC) cause Lender Administrative Agent to violate any Federal Reserve Board or other regulatory risk control program or guideline, or (iiiD) otherwise cause Lender Administrative Agent to violate any applicable law or regulation.
(div) Lender Administrative Agent shall not be liable to Borrower or any other parties for (iA) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the LenderAdministrative Agent, (iiB) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond LenderAdministrative Agent’s control, or (iiiC) any special, consequential, indirect or punitive damages, whether or not (A1) any claim for these damages is based on tort or contract or (B2) Lender Administrative Agent or Borrower knew or should have known the likelihood of these damages in any situation. Lender Administrative Agent makes no representations or warranties other than those expressly made in this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Equity One Inc), Credit Agreement (Equity One, Inc.)
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender Administrative Agent, to disburse the proceeds of the any Loan made by Lenders or any of their Affiliates pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, the Borrower to any of the account(s) to be accounts designated in the form attached hereto as Exhibit D. Transfer Authorizer Designation form. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s 's name and accepted by Lender Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or of funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Lender Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender Administrative Agent takes these actions Lender Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender Administrative Agent and Borrower. Borrower agrees to notify Lender Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Lender’s Administrative Agent's confirmation to Borrower of such transfer.
(c) Lender . Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender Administrative Agent, may delay or refuse to accept a funds transfer request if the transfer would: (ia) violate the terms of this authorization, (iib) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority, ; (iii) cause Administrative Agent or any Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, ; or (iiiiv) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation.
(d) . Neither Administrative Agent nor any Lender shall not be shallbe liable to Borrower or any other parties for for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s 's transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s 's control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes no any representations or warranties other than those expressly made in this Agreement.
Appears in 2 contracts
Samples: Loan Agreement (CBL & Associates Properties Inc), Loan Agreement (CBL & Associates Properties Inc)
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender to disburse the proceeds of the Loan made by Lender or its affiliate pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, the Borrower to any of the account(s) to be accounts designated in the form attached hereto as Exhibit D. C. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect affect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender takes these actions Lender will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender and Borrower. , Borrower agrees to notify Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Lender’s confirmation to Borrower of such transfer.
(cb) Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, ; (ii) require use of a bank unacceptable to Lender or prohibited by government authority, ; (iii) cause Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, ; or (iiiiv) otherwise cause Lender to violate any applicable law or regulation.
(dc) Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (A) any claim for these damages is based on tort or contract or (B) Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender makes no representations or warranties other than those expressly made in this Agreement.
Appears in 2 contracts
Samples: Loan Agreement (AAC Holdings, Inc.), Loan Agreement (AAC Holdings, Inc.)
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender Bondowner Representative to disburse the proceeds of the Loan any Loan(s) made by Bondowner Representative or its affiliate pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, the Borrower to any of the account(s) to be accounts designated in the form attached hereto as Exhibit D. F. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Lender Bondowner Representative in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender Bondowner Representative may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by Borrower. Lender Bondowner Representative is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender Bondowner Representative takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender Bondowner Representative takes these actions Lender Bondowner Representative will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender Bondowner Representative and Borrower. Borrower agrees to notify Lender Bondowner Representative of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after LenderBondowner Representative’s confirmation to Borrower of such transfer.
(c) Lender . Bondowner Representative will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender Bondowner Representative may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, ; (ii) require use of a bank unacceptable to Lender Bondowner Representative or prohibited by government authority, ; (iii) cause Lender Bondowner Representative to violate any Federal Reserve Board or other regulatory risk control program or guideline, ; or (iiiiv) otherwise cause Lender Bondowner Representative to violate any applicable law or regulation.
(d) Lender . Bondowner Representative shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender, Bondowner Representative; (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond LenderBondowner Representative’s control, ; or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Lender Bondowner Representative or Borrower knew or should have known the likelihood of these damages in any situation. Lender Bondowner Representative makes no representations or warranties other than those expressly made in this Loan Agreement.
Appears in 2 contracts
Samples: Loan Agreement, Loan Agreement
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender Agent and Lenders to disburse the proceeds of the Loan pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, the Borrower to any of the account(s) to be accounts designated in the form attached hereto as Exhibit D. C. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s 's name and accepted by Lender Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender Agent and Lenders may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Lender is not Neither Agent nor Lenders are obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Agent or any Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Agent and any Lender takes these actions Lender neither Agent nor Lenders will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender Lenders and Borrower. Borrower agrees to notify Lender Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Agent's or any Lender’s 's confirmation to Borrower of such transfer.
(cb) Lender Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender Agent may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, authorization (ii) require use of a bank unacceptable to Lender Agent or prohibited by government authority, ; (iii) cause Agent or any Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, or (iii) otherwise cause Agent or any Lender to violate any applicable law or regulation.
(dc) Neither Agent nor any Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s 's transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Agent's or any Lender’s 's control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Agent, Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender makes Agent and Lenders make no representations or warranties other than those expressly made in this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Manufactured Home Communities Inc), Term Loan Agreement (Manufactured Home Communities Inc)
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender to disburse the proceeds of the Loan made by Lender or its affiliate pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, the Borrower to any of the account(s) to be accounts designated in the form attached hereto as Exhibit D. C. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect affect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender takes these actions Lender will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender and Borrower. Borrower agrees to notify Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Lender’s confirmation to Borrower of such transfer.
(cb) Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, ; (ii) require use of a bank unacceptable to Lender or prohibited by government authority, ; (iii) cause Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, ; or (iiiiv) otherwise cause Lender to violate any applicable law or regulation.
(dc) Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (A) any claim for these damages is based on tort or contract or (B) Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender makes no representations or warranties other than those expressly made in this Agreement.
Appears in 2 contracts
Samples: Loan Agreement (AAC Holdings, Inc.), Loan Agreement (AAC Holdings, Inc.)
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender Agent and Lenders to disburse the proceeds of the Loan any Loan(s) made by Lenders or their affiliates pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, the Borrower to any of the account(s) to be accounts designated by Borrower in a Transfer Authorizer Designation in the form attached hereto as of Exhibit D. C hereto. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s 's name and accepted by Lender Agent or Lenders in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender Agent and Lenders may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Neither Agent nor any Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Agent or any Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Agent or any Lender takes these actions neither Agent nor any Lender will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender among Agent, Lenders and Borrower. Borrower agrees to notify Lender Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Agent's or any Lender’s 's confirmation to Borrower of such transfer.
(cb) Lender Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender Agent may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, authorization (ii) require use of a bank unacceptable to Lender Agent or prohibited by government authority, ; (iii) cause Agent or any Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, or (iiiiv) otherwise cause Agent or any Lender to violate any applicable law or regulation.
(dc) Neither Agent nor any Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s 's transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Agent's or any Lender’s 's control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Agent, Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender makes Agent and Lenders make no representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender Administrative Agent to disburse the proceeds of the any Loan made by Lenders or any of their Affiliates pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, the Borrower to any of the account(s) accounts designated in the Disbursement Instruction Agreement delivered to be designated Administrative Agent in connection herewith, in the form attached hereto as Exhibit D. J. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Lender Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Lender Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender Administrative Agent takes these actions Lender Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender Administrative Agent and Borrower. Borrower agrees to notify Lender Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after LenderAdministrative Agent’s confirmation to Borrower of such transfer.
(c) Lender . Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender Administrative Agent, may delay or refuse to accept a funds transfer request if the transfer would: (ia) violate the terms of this authorization, (iib) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority, ; (iii) cause Administrative Agent or any Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, ; or (iiiiv) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation.
(d) . Neither Administrative Agent nor any Lender shall not be liable to Borrower or any other parties for for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes no any representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender to disburse the proceeds of the Loan any Loan(s) made by Lender or its Affiliate pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, the Borrower to any of the account(s) to be accounts designated in the form attached hereto as Exhibit D. E. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender takes these actions Lender will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender and Borrower. Borrower agrees to notify Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Lender’s confirmation to Borrower of such transfer.
(c) . Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, authorization (ii) require use of a bank unacceptable to Lender or prohibited by government authority, ; (iii) cause Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, or (iiiiv) otherwise cause Lender to violate any applicable law or regulation.
(d) . Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender makes no representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Samples: Loan Agreement (KBS Strategic Opportunity REIT II, Inc.)
Funds Transfer Disbursements. (a) Each Co-Borrower hereby authorizes the Lender to disburse the proceeds of the Loan pursuant Facility to the Loan Documents, Construction Account (as requested by an authorized representative of Borrower, to any of the account(s) to be designated defined in the form attached hereto as Exhibit D. Depository Agreement) of such Co-Borrower . Each Co-Borrower hereby agrees to be bound by any transfer request: (i) request authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by an Authorized Officer of such Co-Borrower. Each Co-Borrower hereby further acknowledges and agrees and acknowledges that the Lender may rely solely on any bank routing number or identifying bank account number or name provided by a Co-Borrower to effect a wire or funds transfer even if the information provided by said Co-Borrower identifies a different bank or account holder than named by Borrowerthe Co-Borrowers. The Lender is not obligated or required in any way to take any actions to detect errors in information provided by any Co-Borrower.
(b) . If the Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, each Co-Borrower hereby agrees that no matter how many times the Lender takes these actions the Lender will shall not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between the Lender and Borrowerthe Co-Borrowers. Each Co-Borrower hereby agrees to notify the Lender in writing of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after the Lender’s confirmation to Borrower the Co-Borrowers of such transfer.
(c) . The Lender willshall, in its sole and absolute discretion, determine the funds transfer system and the means by which each transfer will be made. The Lender may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, authorization (ii) require use of a bank unacceptable to the Lender or prohibited by government authority, (iii) cause Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, ; or (iii) otherwise cause the Lender to violate any applicable law or regulation.
(d) . The Lender shall not be liable to any Co-Borrower or any other parties for (i1) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s the Co-Borrowers’ transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender, (ii2) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond the Lender’s control, or (iii3) any special, consequential, indirect or punitive damages, whether or not (A) any claim for these damages is based on tort or contract contract, or (B) the Lender or any Co-Borrower knew know or should have known the likelihood of these damages in any situation. The Lender makes no representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Samples: Loan Agreement (Fuelcell Energy Inc)
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender to disburse the proceeds of the Loan pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, the Borrower to any of the account(s) to be accounts designated in the form attached hereto as that certain Exhibit D. B entitled Transfer Authorizer Designation. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender takes these actions actions, Lender will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender Borrower and BorrowerLender. Borrower agrees to notify Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Lender’s confirmation to Borrower of such transfer.
(c) . Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, authorization (ii) require use of a bank unacceptable to Lender or prohibited by government authority, ; (iii) cause Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, or (iiiiv) otherwise cause Lender or any Lender to violate any applicable law or regulation.
(d) . Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond the control of Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender makes no representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (KBS Real Estate Investment Trust II, Inc.)
Funds Transfer Disbursements. (a) a. Borrower hereby authorizes Lender to disburse the proceeds of the Loan made by Lender or its affiliate pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, the Borrower to any of the account(s) to be accounts designated in the form attached hereto as Exhibit D. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender takes these actions Lender will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement Loan No. 105093 between Lender and Borrower. Borrower agrees to notify Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Lender’s confirmation to Borrower of such transfer.
(c) b. Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, ; (ii) require use of a bank unacceptable to Lender or prohibited by government authority, ; (iii) cause Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, ; or (iiiiv) otherwise cause Lender to violate any applicable law or regulation.
(d) c. Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (A) any claim for these damages is based on tort or contract or (B) Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender makes no representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Funds Transfer Disbursements. (a) Borrower Borrowers hereby authorizes authorize Lender to disburse the proceeds of the Loan made by Lender or its affiliate pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, the Borrowers to any of the account(s) to be accounts designated in the form attached hereto as Exhibit D. Borrower agrees C. Borrowers agree to be bound by any transfer request: (i) authorized or transmitted by BorrowerBorrowers; or or, (ii) made in any Borrower’s 's name and accepted by Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by BorrowerBorrowers. Borrower Borrowers further agrees agree and acknowledges acknowledge that Lender may rely solely on any bank routing number or identifying bank account number or name provided by any Borrower to effect a wire or funds transfer even if the information provided by such Borrower identifies a different bank or account holder than named by Borrowerthe Borrowers. Lender is not obligated or required in any way to take any actions to detect errors in information provided by any Borrower.
(b) . If Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees Borrowers agree that no matter how many times Lender takes these actions Lender will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender and BorrowerBorrowers. Borrower agrees Borrowers agree to notify Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Lender’s 's confirmation to Borrower Borrowers of such transfer.
(c) . Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, ; (ii) require use of a bank unacceptable to Lender or prohibited by government authority, ; (iii) cause Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, or ; and/or (iiiiv) otherwise cause Lender to violate any applicable law or regulation.
(d) . Lender shall not be liable to any Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s Borrowers' transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender, ; (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s 's control, or ; and/or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Lender or Borrower Borrowers knew or should have known the likelihood of these damages in any situation. Lender makes no representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender Administrative Agent to disburse the proceeds of the any Loan made by Lenders pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, Borrower to any of the account(s) to be designated an account identified in the form attached hereto as Exhibit D. writing by such authorized representative. Borrower agrees to be bound by any transfer request: (ia) authorized or transmitted by Borrower; Borrower or (iib) made in Borrower’s name and accepted by Lender Administrative Agent in good faith and in compliance with these transfer instructionsinstructions by a Person designated in writing by Borrower to make such transfer request, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by Borrower. Lender Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or transfer, requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender Administrative Agent takes these actions Lender Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender Administrative Agent and Borrower. Borrower agrees to notify Lender Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after LenderAdministrative Agent’s confirmation to Borrower of such transfer.
(c) Lender . Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender Administrative Agent may delay or refuse to accept a funds transfer request if the transfer would: (ia) violate the terms of this authorization, authorization (iib) require use of a bank unacceptable to Lender Administrative Agent or prohibited by government authority, ; (iiic) cause Lender Administrative Agent to violate any Federal Reserve Board or other regulatory risk control program or guideline, or (iiid) otherwise cause Lender Administrative Agent to violate any applicable law or regulation.
(d) Lender . Administrative Agent shall not be liable to Borrower or any other parties for (ia) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the LenderAdministrative Agent, (iib) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond LenderAdministrative Agent’s control, or (iiic) any special, consequential, indirect or punitive damages, whether or not (Ai) any claim for these damages is based on tort or contract or (Bii) Lender Administrative Agent or Borrower knew or should have known the likelihood of these damages in any situation. Lender Administrative Agent makes no representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender to disburse the proceeds of the Loan made by Lender or its affiliate pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, Borrower to any of the account(s) to be accounts designated in the form Exhibit E attached hereto as Exhibit D. hereto. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s 's name and accepted by Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by Borrower. Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that that, no matter how many times Lender takes these actions actions, Lender will not in any situation be liable for failing to take or correctly perform these actions in the future, and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender and Borrower. Borrower agrees HOU:0050320/00225:1822429v5 LOAN NO. 1015580 to notify Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Lender’s 's confirmation to Borrower of such transfer.
(cb) Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, ; (ii) require use of a bank unacceptable to Lender or prohibited by government authority, ; (iii) cause Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, ; or (iiiiv) otherwise cause Lender to violate any applicable law or regulation.
(dc) Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s 's transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s 's control, or (iii) any special, consequential, indirect or punitive damages, whether or not (A) any claim for these damages is based on tort or contract or (B) Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender makes no representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender Administrative Agent to disburse the proceeds of the Loan pursuant to the Loan Documents, Facility as requested by an authorized representative Authorized Officer of Borrower, the Borrower to any of the account(s) to be accounts designated in the form attached hereto as Exhibit D. G. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Lender Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Lender Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender Administrative Agent takes these actions Lender Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender Administrative Agent and Borrower. Borrower agrees to notify Lender Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after LenderAdministrative Agent’s confirmation to Borrower of such transfer.
(c) Lender . Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender Administrative Agent may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, Agreement; (ii) require use of a bank unacceptable on a reasonable basis to Lender Administrative Agent or prohibited by government authority, Governmental Authority; (iii) cause Lender Administrative Agent to violate any Federal Reserve Board or other regulatory risk control program or guideline, or (iii) otherwise cause Lender Administrative Agent to violate any applicable law or regulation.
(d) Lender . Administrative Agent shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the LenderAdministrative Agent, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond LenderAdministrative Agent’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Lender Administrative Agent or Borrower knew or should have known the likelihood of these damages in any situation. Lender Administrative Agent makes no representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Samples: Revolving Loan Agreement (Phillips Edison - ARC Shopping Center REIT Inc.)
Funds Transfer Disbursements. Section 2.1 (ac) of the Credit Agreement is hereby amended by inserting the following as the second full paragraph thereof: "Borrower hereby authorizes Lender Agent to disburse the proceeds of the Loan pursuant to the Loan Documents, any Advance as requested by an authorized representative of Borrower, the Borrower to any of the account(s) to be accounts designated in the form attached hereto as Exhibit D. H hereto. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s 's name and accepted by Lender Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Lender Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender Agent takes these actions Lender Agent will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Agent and Borrower or between any Lender and Borrower. Borrower agrees to notify Lender Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Lender’s Agent's confirmation to Borrower of such transfer.
(c) Lender . Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender Agent may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, ; (ii) require use of a bank unacceptable to Lender Agent or prohibited by government authority, Government Authority; (iii) cause Lender Agent to violate any Federal Reserve Board or other regulatory risk control program or guideline, or (iii) otherwise cause Lender Agent to violate any applicable law or regulation.
(d) . Neither Agent nor any Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s 's transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the LenderAgent , (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s Agent's control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Agent, any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender Agent makes no representations or warranties other than those expressly made in this Agreement."
Appears in 1 contract
Samples: Unsecured Credit Agreement (CBL & Associates Properties Inc)
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender Administrative Agent to disburse the proceeds of the Loan any Loan(s) made by each Lender or its affiliate pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, the Borrower to any of the account(s) to be accounts designated in the form attached hereto as that certain Exhibit D. entitled Transfer Authorizer Designation. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Lender Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Lender Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender Administrative Agent takes these actions Lender Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender Administrative Agent and Borrower. Borrower agrees to notify Lender Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after LenderAdministrative Agent’s confirmation to Borrower of such transfer.
(c) Lender . Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender Administrative Agent may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, authorization (ii) require use of a bank unacceptable to Lender Administrative Agent or prohibited by government authority, ; (iii) cause Lender Administrative Agent to violate any Federal Reserve Board or other regulatory risk control program or guideline, or (iiiiv) otherwise cause Lender Administrative Agent to violate any applicable law or regulation.
(d) Lender . Administrative Agent shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the LenderAdministrative Agent, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond LenderAdministrative Agent’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Lender Administrative Agent or Borrower knew or should have known the likelihood of these damages in any situation. Lender Administrative Agent makes no representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender to disburse the proceeds of the Loan pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, to any of the account(s) to be designated in the form attached hereto as Exhibit D. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by Borrower. Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender takes these actions Lender will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender and Borrower. Borrower agrees to notify Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Lender’s confirmation to Borrower of such transfer.
(c) Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, (ii) require use of a bank unacceptable to Lender or prohibited by government authority, (iiiii) cause Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, or (iii) otherwise cause Lender to violate any applicable law or regulation.
(d) . Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s 's transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s 's control, or (iii) unless due to the willful misconduct of Lender, any special, consequential, indirect or punitive damages, whether or not (A) any claim for these damages is based on tort or contract contract, or (B) Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender makes no representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Samples: Loan Agreement (Cornerstone Healthcare Plus Reit, Inc.)
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender to disburse the proceeds of the any Loan made by Lender or its affiliate pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, the Borrower to any of the account(s) accounts designated in the then-most-recent Transfer Authorizer Designation delivered by Borrower to be designated Lender in the form attached hereto as Exhibit D. B. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. .
(b) Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender takes these actions Lender will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender and Borrower. Borrower agrees to notify Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Lender’s confirmation to Borrower of such transfer.
(c) . Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. .
(c) Lender may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, authorization (ii) require use of a bank unacceptable to Lender or prohibited by government authority, ; (iii) cause Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, or (iiiiv) otherwise cause Lender to violate any applicable law or regulation.
(d) . Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender makes no representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Samples: Loan Agreement (KBS Legacy Partners Apartment REIT, Inc.)
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender Administrative Agent to disburse the proceeds of the any Loan made by Lenders pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, Borrower to any of the account(s) to be accounts designated in the form attached hereto as Exhibit D. K identified in writing by such authorized representative. Borrower agrees to be bound by any transfer request: (ia) authorized or transmitted by Borrower; Borrower or (iib) made in Borrower’s name and accepted by Lender Administrative Agent in good faith and in compliance with these transfer instructionsinstructions by a Person designated in writing by Borrower to make such transfer request, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by Borrower. Lender Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or transfer, requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender Administrative Agent takes these actions Lender Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender Administrative Agent and Borrower. Borrower agrees to notify Lender Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after LenderAdministrative Agent’s confirmation to Borrower of such transfer.
(c) Lender . Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender Administrative Agent may delay or refuse to accept a funds transfer request if the transfer would: (ia) violate the terms of this authorization, authorization (iib) require use of a bank unacceptable to Lender Administrative Agent or prohibited by government authority, ; (iiic) cause Lender Administrative Agent to violate any Federal Reserve Board or other regulatory risk control program or guideline, or (iiid) otherwise cause Lender Administrative Agent to violate any applicable law or regulation.
(d) Lender . Administrative Agent shall not be liable to Borrower or any other parties for (ia) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the LenderAdministrative Agent, (iib) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond LenderAdministrative Agent’s control, or (iiic) any special, consequential, indirect or punitive damages, whether or not (Ai) any claim for these damages is based on tort or contract or (Bii) Lender Administrative Agent or Borrower knew or should have known the likelihood of these damages in any situation. Lender Administrative Agent makes no representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Funds Transfer Disbursements. (a) If requested by Borrower, Borrower hereby authorizes Lender to disburse the proceeds of the Loan any Loan(s) made by Lender or its affiliate pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, the Borrower to any of the account(s) to be accounts designated in the form attached hereto as that certain Exhibit D. entitled Transfer Authorizer Designation. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or , or, (ii) made in Borrower’s name and accepted by Lender in good faith and in compliance with these transfer instructionsinstruction, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender takes these actions Lender will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender and Borrower. Borrower agrees to notify Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Lender’s confirmation to Borrower of such transfer.
(c) . Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, ; (ii) require use of a bank unacceptable to Lender or prohibited by government governmental authority, ; (iii) cause Lender to violate any and Federal Reserve Board or other regulatory risk control program or guideline, or (iiiiv) otherwise cause Lender to violate any applicable law or regulation.
(d) . Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender makes no representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Amreit)
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender to disburse the proceeds of the Loan any Loan(s) made by Lender or its affiliate pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, the Borrower to any of the account(s) to be accounts designated by Borrower in the form attached hereto as Exhibit D. writing. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender takes these actions Lender will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender and Borrower. Borrower agrees to notify Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Lender’s confirmation to Borrower of such transfer.
(c) . Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, (ii) require use of a bank unacceptable to Lender or prohibited by government authority, (iii) cause Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, or (iiiiv) otherwise cause Lender to violate any applicable law or regulation.
(d) . Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract contract, or (Bb) Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender makes no representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Samples: Loan Agreement (LGI Homes, Inc.)
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender to disburse the proceeds of the Loan pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, the Borrower to any of the account(s) to be accounts designated by Borrower in a Transfer Authorizer Designation in the form attached hereto as of Exhibit D. C hereto. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s 's name and accepted by Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender takes these actions Lender will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender and Borrower. Borrower agrees to notify Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Lender’s 's confirmation to Borrower of such transfer.
(cb) Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, authorization (ii) require use of a bank unacceptable to Lender or prohibited by government authority, ; (iii) cause Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, or (iii) otherwise cause Lender to violate any applicable law or regulation.
(dc) Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s 's transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s 's control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender makes no representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Funds Transfer Disbursements. (a) Borrower Seller hereby authorizes Lender each Buyer to disburse the proceeds of the Loan due to Seller from such Buyer pursuant to the Loan Documents, Repurchase Documents as requested by an authorized representative of Borrower, the Seller to any of the account(s) to be accounts designated in that certain Transfer Authorizer Designation dated as of the form date hereof, a copy of which is attached hereto as Exhibit D. Borrower G hereto and made a part hereof (the “Transfer Authorizer Designation”). Seller agrees to be bound by any transfer request: (i) authorized or transmitted by BorrowerSeller; or (ii) made in BorrowerSeller’s name and accepted by Lender Agent and any Buyer in good faith and in compliance with these transfer instructions, even if not properly authorized by BorrowerSeller. Borrower Seller further agrees and acknowledges that Lender each Buyer may rely solely on any bank routing number or identifying bank account number or name provided by Borrower Seller to effect a wire or funds transfer even if the information provided by Borrower Seller identifies a different bank or account holder than named by Borrowerthe Seller. Lender No Buyer is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) Seller. If Lender any Buyer takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower Seller agrees that no matter how many times Lender such Buyer takes these actions Lender such Buyer will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Repurchase Documents, or any agreement between Lender such Buyer and BorrowerSeller. Borrower Seller agrees to notify Lender any Buyer of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Lendersuch Buyer’s confirmation to Borrower Seller of such transfer.
(c) Lender . Each Buyer will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender Each Buyer may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, ; (ii) require use of a bank unacceptable to Lender such Buyer or prohibited by government authority, ; (iii) cause Lender such Buyer to violate any Federal Reserve Board or other regulatory risk control program or guideline, ; or (iiiiv) otherwise cause Lender such Buyer to violate any applicable law or regulation.
(d) Lender . No Buyer shall not be liable to Borrower Seller or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which BorrowerSeller’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lenderany Buyer, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lendersuch Buyer’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Lender any Buyer or Borrower Seller knew or should have known the likelihood of these damages in any situation. Lender Each Buyer makes no representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Samples: Master Repurchase and Securities Contract (Blackstone Mortgage Trust, Inc.)
Funds Transfer Disbursements. (a) Borrower Borrowers hereby authorizes Lender authorize Administrative Agent to disburse the proceeds of the any Loan made by Lenders or any of their Affiliates pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, the Borrowers to any of the account(s) to be accounts designated in the form attached hereto as Exhibit D. Borrower agrees Transfer Authorizer Designation form. Borrowers agree to be bound by any transfer request: (i) authorized or transmitted by BorrowerBorrowers; or (ii) made in Borrower’s name Borrowers’ name(s) and accepted by Lender Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by BorrowerBorrowers. Borrower Borrowers further agrees agree and acknowledges acknowledge that Lender Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower Borrowers to effect a wire or of funds transfer even if the information provided by Borrower Borrowers identifies a different bank or account holder than named by Borrowerthe Borrowers. Lender Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by BorrowerBorrowers.
(b) If Lender Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees Borrowers agree that no matter how many times Lender Administrative Agent takes these actions Lender Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender Administrative Agent and BorrowerBorrowers. Borrower agrees Borrowers agree to notify Lender Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after LenderAdministrative Agent’s confirmation to Borrower Borrowers of such transfer.
(c) Lender Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender Administrative Agent, may delay or refuse to accept a funds transfer request if the transfer would: (ia) violate the terms of this authorization, (iib) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority, ; (iii) cause Administrative Agent or any Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, ; or (iiiiv) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation.
(d) Neither Administrative Agent nor any Lender shall not be liable to Borrower Borrowers or any other parties for for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s Borrowers’ transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Administrative Agent or any Lender or Borrower Borrowers knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes no any representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Samples: Loan Agreement (KBS Real Estate Investment Trust II, Inc.)
Funds Transfer Disbursements. (a) The Borrower hereby authorizes Lender Administrative Agent to disburse the proceeds of the Loan made by Lenders or any of their Affiliates pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, Borrower to any of the account(s) to be account designated in the form attached hereto as Exhibit D. Notice of Borrowing. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Lender Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or of funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by Borrower. Lender Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender Administrative Agent takes these actions Lender Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender Administrative Agent and Borrower. Borrower agrees to notify Lender Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after LenderAdministrative Agent’s confirmation to Borrower of such transfer.
(c) Lender . Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender Administrative Agent may delay or refuse to accept a funds transfer request if the transfer would: (ia) violate the terms of this authorization, (iib) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority, ; (iiic) cause Administrative Agent or any Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, ; or (iiid) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation.
(d) . Neither Administrative Agent nor any Lender shall not be liable to Borrower or any other parties for for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes no any representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Samples: Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)
Funds Transfer Disbursements. (a) Notwithstanding anything to the contrary contained herein, Borrower hereby authorizes Lender Administrative Agent to disburse the proceeds of the Loan pursuant to the Loan Documents, any Loan(s) made by Lenders hereunder as requested by an authorized representative of Borrower, the Borrower to any of the account(s) to be accounts designated in the form that certain Transfer Authorizer Designation attached hereto as Exhibit D. J. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s 's name and accepted by Lender Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Lender Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender Administrative Agent takes these actions Lender actions, Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender Administrative Agent and Borrower. Borrower agrees to notify Lender Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Lender’s Administrative Agent's confirmation to Borrower of such transfer.
(c) Lender . Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender Administrative Agent may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, authorization (ii) require use of a bank unacceptable to Lender Administrative Agent or prohibited by government authority, ; (iii) cause Lender Administrative Agent to violate any Federal Reserve Board or other regulatory risk control program or guideline, or (iiiiv) otherwise cause Lender Administrative Agent to violate any applicable law or regulation.
(d) Lender . Administrative Agent shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s 's transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the LenderAdministrative Agent, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s Administrative Agent's control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Lender Administrative Agent or Borrower knew or should have known the likelihood of these damages in any situation. Lender Administrative Agent makes no representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender to disburse the proceeds of the Loan pursuant to the Loan Documents, as requested by an authorized representative of Borrower, to any of the account(s) to be designated in the form attached hereto as Exhibit D. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by Borrower. Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(ba) If Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender takes these actions Lender will not in any situation be liable for failing to take or correctly perform these actions in the future, and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents or any agreement between Lender and Borrower. Borrower agrees to notify Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Lender’s confirmation to Borrower of such transfer.
(cb) Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, (ii) require use of a bank unacceptable to Lender or prohibited by government authority, (iii) cause Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, or (iii) otherwise cause Lender to violate any applicable law or regulation.
(dc) Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (A) any claim for these damages is based on tort or contract or (B) Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender makes no representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Samples: Loan Agreement (KBS Real Estate Investment Trust II, Inc.)
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender Bondowner Representative to disburse the proceeds of the Loan any Loan(s) made by Bondowner Representative or its affiliate pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, the Borrower to any of the account(s) to be accounts designated in the form attached hereto as Exhibit D. Borrower X. Xxxxxxxx agrees to be bound by any transfer request: :
(i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Lender Bondowner Representative in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower Xxxxxxxx further agrees and acknowledges that Lender Bondowner Representative may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower Xxxxxxxx identifies a different bank or account holder than named by Borrower. Lender Bondowner Representative is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender Bondowner Representative takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower Xxxxxxxx agrees that no matter how many times Lender Bondowner Representative takes these actions Lender Bondowner Representative will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender Bondowner Representative and Borrower. Borrower Xxxxxxxx agrees to notify Lender Bondowner Representative of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after LenderBondowner Representative’s confirmation to Borrower of such transfer.
(c) Lender . Bondowner Representative will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender Bondowner Representative may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, ; (ii) require use of a bank unacceptable to Lender Bondowner Representative or prohibited by government authority, ; (iii) cause Lender Bondowner Representative to violate any Federal Reserve Board or other regulatory risk control program or guideline, or (iii) otherwise cause Lender to violate any applicable law or regulation.
(d) Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (A) any claim for these damages is based on tort or contract or (B) Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender makes no representations or warranties other than those expressly made in this Agreement.; or
Appears in 1 contract
Samples: Loan Agreement
Funds Transfer Disbursements. (a) Section 2.1(c) of the Credit Agreement is hereby amended by inserting the following as the second full paragraph thereof: "Borrower hereby authorizes Lender Agent to disburse the proceeds of the Loan pursuant to the Loan Documents, any Revolving Advance as requested by an authorized representative of Borrower, the Borrower to any of the account(s) to be accounts designated in the form attached hereto as Exhibit D. O hereto. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s 's name and accepted by Lender Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Lender Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender Agent takes these actions Lender Agent will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Agent and Borrower or between any Lender and Borrower. Borrower agrees to notify Lender Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Lender’s Agent's confirmation to Borrower of such transfer.
(c) Lender . Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender Agent may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, ; (ii) require use of a bank unacceptable to Lender Agent or prohibited by government authority, Government Authority; (iii) cause Lender Agent to violate any Federal Reserve Board or other regulatory risk control program or guideline, or (iii) otherwise cause Lender Agent to violate any applicable law or regulation.
(d) . Neither Agent nor any Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s 's transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the LenderAgent, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s Agent's control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Agent, any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Agent makes no representations or warranties other than those expressly made in this Agreement."
(b) Section 2.3 (b) of the Credit Agreement is hereby amended by inserting the following as the second, third, and fourth full paragraphs thereof: "Borrower hereby authorizes Swingline Lender to disburse the proceeds of any Swingline Loan as requested by an authorized representative of the Borrower to any of the accounts designated in Exhibit O hereto. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or, (ii) made in Borrower's name and accepted by Swingline Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Swingline Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Swingline Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Swingline Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Swingline Lender takes these actions Swingline Lender will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Swingline Lender and Borrower. Borrower agrees to notify Swingline Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within 14 days after Swingline Lender's confirmation to Borrower of such transfer. Swingline Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Swingline Lender may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization; (ii) require use of a bank unacceptable to Swingline Lender or prohibited by Government Authority; (iii) cause Swingline Lender to violate any Federal Reserve or other regulatory risk control program or guideline, or (iii) otherwise cause Swingline Lender to violate any applicable law or regulation. Swingline Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower's transfers may be made or information received or transmitted, and no such entity shall be deemed an Swingline Lender of the Swingline Lender , (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Swingline Lender's control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Swingline Lender or Borrower knew or should have known the likelihood of these damages in any situation. Swingline Lender makes no representations or warranties other than those expressly made in this Agreement."
(c) The Credit Agreement is hereby amended by (i) inserting the phrase "EXHIBIT O Form of Transfer Authorizer Designation" immediately below the phrase "EXHIBIT N Form of Compliance Certificate" on page iv of the Table of Contents, and (ii) by attaching Exhibit "A" to this Third Amendment as Exhibit O thereto.
Appears in 1 contract
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender to disburse the proceeds of the Loan pursuant to the Loan Documents, as requested by an authorized representative of Borrower, to any of the account(s) to be designated in the form attached hereto as Exhibit D. Borrower agrees to be bound by any transfer request: Bondowner
(i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Lender Bondowner Representative in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender Bondowner Representative may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by Borrower. Lender Bondowner Representative is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender Bondowner Representative takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender Bondowner Representative takes these actions Lender Bondowner Representative will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender Bondowner Representative and Borrower. Borrower agrees to notify Lender Bondowner Representative of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after LenderBondowner Representative’s confirmation to Borrower of such transfer.
(c) Lender . Bondowner Representative will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender Bondowner Representative may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, ; (ii) require use of a bank unacceptable to Lender Bondowner Representative or prohibited by government authority, ; (iii) cause Lender Bondowner Representative to violate any Federal Reserve Board or other regulatory risk control program or guideline, or (iii) otherwise cause Lender to violate any applicable law or regulation.
(d) Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (A) any claim for these damages is based on tort or contract or (B) Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender makes no representations or warranties other than those expressly made in this Agreement.; or
Appears in 1 contract
Samples: Loan Agreement
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender Administrative Agent, to disburse the proceeds of the Loan any Loans made by Lenders or any of their Affiliates pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, the Borrower to any of the account(s) to be accounts designated in the form attached hereto as Exhibit D. Disbursement Instruction Agreement form. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Lender Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or of funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Lender Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender Administrative Agent takes these actions Lender Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender Administrative Agent and Borrower. Borrower agrees to notify Lender Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after LenderAdministrative Agent’s confirmation to Borrower of such transfer.
(c) Lender . Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender Administrative Agent, may delay or refuse to accept a funds transfer request if the transfer would: (ia) violate the terms of this authorization, (iib) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority, ; (iii) cause Administrative Agent or any Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, ; or (iiiiv) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation.
(d) Applicable Law. Neither Administrative Agent nor any Lender shall not be liable to Borrower or any other parties for for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes no any representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Samples: Loan Agreement (Howard Hughes Corp)
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender to disburse the proceeds of the Loan pursuant to the Loan Documents, as requested by an authorized representative of Borrower, to any of the account(s) to be designated in the form attached hereto as Exhibit D. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or of funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by Borrower. Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender takes these actions Lender will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender and Borrower. Borrower agrees to notify Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Lender’s confirmation to Borrower of such transfer.
(c) . Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender may delay or refuse to accept a funds transfer request if the transfer would: (ia) violate the terms of this authorization, (iib) require use of a bank unacceptable to Lender or prohibited by government authority, ; (iiic) cause Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, ; or (iiid) otherwise cause Lender to violate any applicable law or regulation.
(d) . Lender shall not be liable to Borrower or any other parties for for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender makes no does not make any representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender to disburse the proceeds of the Loan any Loan(s) made by Lender or its affiliate pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, Borrower to any of the account(s) to be accounts designated in that certain Exhibit entitled Transfer Authorizer Designation, the form of which is attached hereto as Exhibit D. C. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s 's name and accepted by Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by Borrower. Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender takes these actions Lender will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender and Borrower. Borrower agrees to notify Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Lender’s 's confirmation to Borrower of such transfer.
(c) . Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, authorization (ii) require use of a bank unacceptable to Lender or prohibited by government authority, ; (iii) cause Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, or (iiiiv) otherwise cause Lender to violate any applicable law or regulation.
(d) . Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s 's transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s 's control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender makes no representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Funds Transfer Disbursements. (a) Borrower Borrowers hereby authorizes Lender authorize Administrative Agent, to disburse the proceeds of the any Loan made by Lenders or any of their Affiliates pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, Borrowers to any of the account(s) to be accounts designated in the form attached hereto as Transfer Authorizer Designation identified in Exhibit D. Borrower agrees G. Borrowers agree to be bound by any transfer request: (i) authorized or transmitted by BorrowerBorrowers; or (ii) made in Borrower’s Borrowers’ name and accepted by Lender Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by BorrowerBorrowers. Borrower Borrowers further agrees and acknowledges that Lender Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower Borrowers to effect a wire or of funds transfer even if the information provided by Borrower Borrowers identifies a different bank or account holder than named by Borrowerthe Borrowers. Lender Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by BorrowerBorrowers.
(b) If Lender Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees Borrowers agree that no matter how many times Lender Administrative Agent takes these actions Lender Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender Administrative Agent and BorrowerBorrowers. Borrower agrees Borrowers agree to notify Lender Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after LenderAdministrative Agent’s confirmation to Borrower Borrowers of such transfer.
(c) Lender Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender Administrative Agent, may delay or refuse to accept a funds transfer request if the transfer would: (ia) violate the terms of this authorization, (iib) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority, ; (iii) cause Administrative Agent or any Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, ; or (iiiiv) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation.
(d) Neither Administrative Agent nor any Lender shall not be liable to Borrower Borrowers or any other parties for for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s Borrowers’ transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Administrative Agent or any Lender or Borrower Borrowers knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes no any representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Samples: Loan Agreement (KBS Real Estate Investment Trust III, Inc.)
Funds Transfer Disbursements. (a) Borrower Borrowers hereby authorizes Lender authorize Administrative Agent, to disburse the proceeds of the any Loan made by Lenders or any of their Affiliates pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, the Borrowers to any of the account(s) to be accounts designated in the form attached hereto as Exhibit D. Borrower agrees Transfer Authorizer Designation form. Borrowers agree to be bound by any transfer request: (i) authorized or transmitted by BorrowerBorrowers; or (ii) made in Borrower’s name Borrowers’ name(s) and accepted by Lender Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by BorrowerBorrowers. Borrower Borrowers further agrees agree and acknowledges acknowledge that Lender Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower Borrowers to effect a wire or of funds transfer even if the information provided by Borrower Borrowers identifies a different bank or account holder than named by Borrowerthe Borrowers. Lender Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by BorrowerBorrowers.
(b) If Lender Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees Borrowers agree that no matter how many times Lender Administrative Agent takes these actions Lender Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender Administrative Agent and BorrowerBorrowers. Borrower agrees Borrowers agree to notify Lender Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after LenderAdministrative Agent’s confirmation to Borrower Borrowers of such transfer.
(c) Lender Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender Administrative Agent, may delay or refuse to accept a funds transfer request if the transfer would: (ia) violate the terms of this authorization, (iib) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority, ; (iii) cause Administrative Agent or any Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, ; or (iiiiv) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation.
(d) Neither Administrative Agent nor any Lender shall not be liable to Borrower Borrowers or any other parties for for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s Borrowers’ transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Administrative Agent or any Lender or Borrower Borrowers knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes no any representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Samples: Loan Agreement (KBS Real Estate Investment Trust II, Inc.)
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender to disburse the proceeds of the Loan pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, the Borrower to any of the account(s) to be accounts designated in the form attached hereto as Exhibit D. C. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s 's name and accepted by Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender takes these actions Lender will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender and Borrower. Borrower agrees to notify Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Lender’s 's confirmation to Borrower of such transfer.
(cb) Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, authorization (ii) require use of a bank unacceptable to Lender or prohibited by government authority, ; (iii) cause Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, or (iii) otherwise cause Lender to violate any applicable law or regulation.
(dc) Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s 's transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s 's control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender makes no representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender to disburse the proceeds of the Loan pursuant to the Loan Documents, as requested by an authorized representative of Borrower, to any of the account(s) to be designated in the form attached hereto as Exhibit D. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or of funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by Borrower. Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender takes these actions Lender will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender and Borrower. Borrower agrees to notify Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Lender’s confirmation to Borrower of such transfer.
(c) . Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender may delay or refuse to accept a funds transfer request if the transfer would: (ia) violate the terms of this authorization, (iib) require use of a bank unacceptable to Lender or prohibited by government authority, ; (iiic) cause Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, ; or (iiid) otherwise cause Lender to violate any applicable law or regulation.
(d) . Lender shall not be liable to Borrower or any other parties for for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender makes no representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender Administrative Agent, to disburse the proceeds of the any Loan made by Lenders or any of their Affiliates pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, Borrower to any of the account(s) to be accounts designated in the form attached hereto as Transfer Authorizer Designation identified in Exhibit D. B (or any replacement Transfer Authorizer Designation delivered by Borrower to Administrative Agent). Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Lender Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or of funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Lender Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) If Lender Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender Administrative Agent takes these actions Lender Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender Administrative Agent and Borrower. Borrower agrees to notify Lender Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Lender’s Administrative Agent's confirmation to Borrower of such transfer.
(c) Lender Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender Administrative Agent, may delay or refuse to accept a funds transfer request if the transfer would: (ia) violate the terms of this authorization, (iib) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority, ; (iii) cause Administrative Agent or any Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, ; or (iiiiv) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation.
(d) Neither Administrative Agent nor any Lender shall not be liable to Borrower or any other parties for for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s 's control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes no any representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Samples: Loan Agreement (KBS Real Estate Investment Trust III, Inc.)
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender to disburse the proceeds of the Loan pursuant to the Loan Documents, as requested by an authorized representative of Borrower, to any of the account(s) to be designated in the form attached hereto as Exhibit D. a. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect affect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender takes these actions Lender will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, provision or the Loan Documents or any agreement between Lender and BorrowerDocuments. Borrower agrees to notify Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Lender’s confirmation to Borrower of such transfer.
(c) b. Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, ; (ii) require use of a bank unacceptable to Lender or prohibited by government authority, ; (iii) cause Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, ; or (iiiiv) otherwise cause Lender to violate any applicable law or regulation.
(d) c. Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (A) any claim for these damages is based on tort or contract or (B) Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender makes no representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Samples: Loan Agreement (AAC Holdings, Inc.)
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender Administrative Agent, to disburse the proceeds of all or any portion of the Loan made by Lenders or any of their Affiliates pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, the Borrower to any of the account(s) to be accounts designated in the form attached hereto as Exhibit D. completed Transfer Authorizer Designation. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Lender Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or of funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Lender Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender Administrative Agent takes these actions Lender Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender Administrative Agent and Borrower. Borrower agrees to notify Lender Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after LenderAdministrative Agent’s confirmation to Borrower of such transfer.
(c) Lender . Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender Administrative Agent, may delay or refuse to accept a funds transfer request if the transfer would: (ia) violate the terms of this authorization, (iib) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority, ; (iiic) cause Administrative Agent or any Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, ; or (iiid) otherwise cause Administrative Agent or any Lender to violate any applicable law Applicable Law or regulation.
(d) . Neither Administrative Agent nor any Lender shall not be liable to Borrower or any other parties for for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes no any representations or warranties other than those expressly made in this Agreement. Notwithstanding anything contained above to the contrary, Administrative Agent shall remain liable for its gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final non-appealable judgment.
Appears in 1 contract
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender Administrative Agent, to disburse the proceeds of the any Loan made by Lenders or any of their Affiliates pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, the Borrower to any of the account(s) to be accounts designated in the form attached hereto as Exhibit D. Transfer Authorizer Designation form. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Lender Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or of funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Lender Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender Administrative Agent takes these actions Lender Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender Administrative Agent and Borrower. Borrower agrees to notify Lender Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after LenderAdministrative Agent’s confirmation to Borrower of such transfer.
(c) Lender . Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender Administrative Agent, may delay or refuse to accept a funds transfer request if the transfer would: (ia) violate the terms of this authorization, (iib) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority, ; (iii) cause Administrative Agent or any Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, ; or (iiiiv) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation.
(d) . Neither Administrative Agent nor any Lender shall not be liable to Borrower or any other parties for for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes no any representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Samples: Building Loan Agreement (Sunrise Senior Living Inc)
Funds Transfer Disbursements. (a) If requested by Borrower, Borrower hereby authorizes Lender to disburse the proceeds of the Loan any Loan(s) made by Lender or its affiliate pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, the Borrower to any of the account(s) to be accounts designated in the form attached hereto as that certain Exhibit D. entitled Transfer Authorizer Designation. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or , or, (ii) made in Borrower’s 's name and accepted by Lender in good faith and in compliance with these transfer instructionsinstruction, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender takes these actions Lender will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender and Borrower. Borrower agrees to notify Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Lender’s 's confirmation to Borrower of such transfer.
(c) . Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, ; (ii) require use of a bank unacceptable to Lender or prohibited by government governmental authority, ; (iii) cause Lender to violate any and Federal Reserve Board or other regulatory risk control program or guideline, or (iiiiv) otherwise cause Lender to violate any applicable law or regulation.
(d) . Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (A) any claim for these damages is based on tort or contract or (B) Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender makes no representations or warranties other than those expressly made in this Agreement.which
Appears in 1 contract
Samples: Revolving Credit Agreement (Amreit)
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender Administrative Agent, to disburse the proceeds of the any Loan made by Lenders or any of their Affiliates pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, the Borrower to any of the account(s) to be accounts designated in the form attached hereto as Exhibit D. Transfer Authorizer Designation form. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Lender Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Lender Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender Administrative Agent takes these actions Lender Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender Administrative Agent and Borrower. Borrower agrees to notify Lender Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after LenderAdministrative Agent’s confirmation to Borrower of such transfer.
(c) Lender . Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender Administrative Agent, may delay or refuse to accept a funds transfer request if the transfer would: (ia) violate the terms of this authorization, (iib) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority, ; (iii) cause Administrative Agent or any Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, ; or (iiiiv) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation.
(d) . Neither Administrative Agent nor any Lender shall not be liable to Borrower or any other parties for for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes no any representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender Administrative Agent, to disburse the proceeds of the Loan any Loans made by Lenders or any of their Affiliates pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, the Borrower to any of the account(s) to be accounts designated in the form attached hereto as Exhibit D. Transfer Authorizer Designation form. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Lender Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or of funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Lender Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender Administrative Agent takes these actions Lender Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender Administrative Agent and Borrower. Borrower agrees to notify Lender Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after LenderAdministrative Agent’s confirmation to Borrower of such transfer.
(c) Lender . Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender Administrative Agent, may delay or refuse to accept a funds transfer request if the transfer would: (ia) violate the terms of this authorization, (iib) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority, ; (iii) cause Administrative Agent or any Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, ; or (iiiiv) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation.
(d) . Neither Administrative Agent nor any Lender shall not be liable to Borrower or any other parties for for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes no any representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Samples: Loan Agreement (Howard Hughes Corp)
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender Bondowner Representative to disburse the proceeds of the Loan any Loan(s) made by Bondowner Representative or its affiliate pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, the Borrower to any of the account(s) to be accounts designated in the form attached hereto as Exhibit D. E. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name by one of the individuals named in Section 4.4 or in a Disbursement Instruction Agreement in the form of Exhibit E duly executed by an authorized signatory of Borrower and accepted by Lender Bondowner Representative in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender Bondowner Representative may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than that named by the Borrower. Lender Bondowner Representative is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender Bondowner Representative takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender Bondowner Representative takes these actions Lender Bondowner Representative will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender Bondowner Representative and Borrower. Borrower agrees to notify Lender Bondowner Representative of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after LenderBondowner Representative’s confirmation to Borrower of such transfer.
(c) Lender . Bondowner Representative will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender Bondowner Representative may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, ; (ii) require use of a bank unacceptable to Lender Bondowner Representative or prohibited by government authority, ; (iii) cause Lender Bondowner Representative to violate any Federal Reserve Board or other regulatory risk control program or guideline, or (iiiiv) otherwise cause Lender Bondowner Representative to violate any applicable law or regulation.
(d) Lender . Bondowner Representative shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made made, or information received or transmitted, and no such entity shall be deemed an agent of the LenderBondowner Representative, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond LenderBondowner Representative’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Lender Bondowner Representative or Borrower knew or should have known the likelihood of these damages in any situation. Lender Bondowner Representative makes no representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Samples: Loan Agreement
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender to disburse the proceeds of the Loan made by Lender or its affiliate pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, the Borrower to any of the account(s) to be accounts designated in the form Exhibit “C” attached hereto as Exhibit D. entitled Transfer Authorizer Designation. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender takes these actions Lender will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender and Borrower. Borrower agrees to notify Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Lender’s confirmation to Borrower of such transfer.
(c) . Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, authorization (ii) require use of a bank unacceptable to Lender or prohibited by government authority, authority (it being understood that Bank of Hawaii is acceptable to Lender for this purpose); (iii) cause Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, or (iiiiv) otherwise cause Lender to violate any applicable law or regulation.
(d) . Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender makes no representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Samples: Loan Agreement (Douglas Emmett Inc)
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender to disburse the proceeds of the Loan any Loan(s) made by Lender or its Affiliate pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, the Borrower to any of the account(s) to be accounts designated in the form attached hereto as that certain Exhibit D. entitled Transfer Authorizer Designation. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender takes these actions Lender will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender and Borrower. Borrower agrees to notify Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Lender’s confirmation to Borrower of such transfer.
(c) . Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, (ii) require use of a bank unacceptable to Lender or prohibited by government authority, (iii) cause Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, or (iiiiv) otherwise cause Lender to violate any applicable law or regulation.
(d) . Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract contract, or (Bb) Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender makes no representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender Administrative Agent to disburse the proceeds of the Loan any Advance pursuant to the Loan Documents, as requested by an authorized representative of Borrower, to any of the account(s) to be designated in the form attached hereto as Exhibit D. J. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Lender Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by Borrower. Lender Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender Administrative Agent takes these actions Lender actions, Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future, and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents or any agreement between Lender Administrative Agent and Borrower. Borrower agrees to notify Lender Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after LenderAdministrative Agent’s confirmation to Borrower of such transfer.
(cb) Lender Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender Administrative Agent may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, (ii) require use of a bank unacceptable to Lender Administrative Agent or prohibited by government authority, (iii) cause Lender Administrative Agent to violate any Federal Reserve Board or other regulatory risk control program or guideline, or (iii) otherwise cause Lender Administrative Agent to violate any applicable law or regulation.
(dc) Lender Administrative Agent shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the LenderAdministrative Agent, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond LenderAdministrative Agent’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (A) any claim for these damages is based on tort or contract or (B) Lender Administrative Agent or Borrower knew or should have known the likelihood of these damages in any situation. Lender Administrative Agent makes no representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Funds Transfer Disbursements. (a) Borrower Borrowers hereby authorizes Lender authorize Administrative Agent to disburse the proceeds of the any Loan made by Lenders or any of their Affiliates pursuant to the Loan Documents, Documents as requested by an authorized representative of Borrower, the Borrowers to any of the account(s) to be accounts designated in the form attached hereto as Exhibit D. Borrower agrees Transfer Authorizer Designation form. Borrowers agree to be bound by any transfer request: (i) authorized or transmitted by BorrowerBorrowers; or (ii) made in Borrower’s name Borrowers’ name(s) and accepted by Lender Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by BorrowerBorrowers. Borrower Borrowers further agrees agree and acknowledges acknowledge that Lender Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower Borrowers to effect a wire or of funds transfer even if the information provided by Borrower Borrowers identifies a different bank or account holder than named by Borrowerthe Borrowers. Lender Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by BorrowerBorrowers.
(b) If Lender Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees Borrowers agree that no matter how many times Lender Administrative Agent takes these actions Lender Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender Administrative Agent and BorrowerBorrowers. Borrower agrees Borrowers agree to notify Lender Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Lender’s Administrative Agent's confirmation to Borrower Borrowers of such transfer.
(c) Lender Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender Administrative Agent, may delay or refuse to accept a funds transfer request if the transfer would: (ia) violate the terms of this authorization, (iib) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority, ; (iii) cause Administrative Agent or any Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, ; or (iiiiv) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation.
(d) Neither Administrative Agent nor any Lender shall not be liable to Borrower Borrowers or any other parties for for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s Borrowers’ transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s 's control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Administrative Agent or any Lender or Borrower Borrowers knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes no any representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Samples: Loan Agreement (KBS Real Estate Investment Trust II, Inc.)
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender to disburse the proceeds of the Loan any Loan(s) made by Lender or its affiliate pursuant to the Loan Documents, this Agreement as requested by an authorized representative of Borrower, the Borrower to any of the account(s) to be accounts designated in the form attached hereto as that certain Exhibit D. B entitled Transfer Authorizer Designation. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than those previously named by the Borrower. Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender takes these actions Lender will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provisionprovision or the Note, the Loan Documents or any agreement between Lender and Borrower. Borrower agrees to notify Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Lender’s confirmation to Borrower of such transfer.
(c) . Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, authorization (ii) require use of a bank unacceptable to Lender or prohibited by government authority, ; (iii) cause Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, or (iiiiv) otherwise cause Lender to violate any applicable law or regulation.
(d) . Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender makes no representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Funds Transfer Disbursements. (a) Borrower hereby authorizes Lender to disburse the proceeds of the Loan pursuant to the Loan Documents, as requested by an any authorized representative of the Borrower, to any of the account(s) to be designated in the form attached hereto as Exhibit D. . Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower.
(b) . If Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender takes these actions Lender will not in any situation be liable for failing to take or correctly perform these actions in the future, future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents Documents, or any agreement between Lender and Borrower. Borrower agrees to notify Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Lender’s confirmation to Borrower of such transfer.
(c) . Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, authorization (ii) require use of a bank unacceptable to Lender or prohibited by government authority, ; (iii) cause Lender to violate any Federal Reserve Board or other regulatory risk control program or guideline, or (iiiiv) otherwise cause Lender to violate any applicable law or regulation.
(d) . Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (Aa) any claim for these damages is based on tort or contract or (Bb) Lender or Borrower knew or should have known the likelihood of these damages in any situation. Lender makes no representations or warranties other than those expressly made in this Agreement.
Appears in 1 contract
Samples: Loan Agreement (KBS Real Estate Investment Trust, Inc.)