Concerning the Agents Sample Clauses
Concerning the Agents. (a) Each acknowledgement, agreement, consent and waiver (whether express or implied) in this Agreement made by the Revolving Agent or the Revolving Collateral Agent, as applicable, whether on behalf of itself or any of its Related Secured Parties, is made in reliance on the authority granted to the Revolving Agent or the Revolving Collateral Agent, as applicable, pursuant to the authorization thereof under the Revolving Credit Facility and the Related Secured Credit Documents. It is understood and agreed that neither the Revolving Agent nor the Revolving Collateral Agent shall be responsible for or have any duty to ascertain or inquire into whether any of its Related Secured Parties is in compliance with the terms of this Agreement, and no party hereto or any other Secured Party shall have any right of action whatsoever against the Revolving Agent or the Revolving Collateral Agent for any failure of any of its Related Secured Parties to comply with the terms hereof or for any of its Related Secured Parties taking any action contrary to the terms hereof.
(b) Each acknowledgement, agreement, consent and waiver (whether express or implied) in this Agreement made by either the Term Loan Agent or the Term Loan Collateral Agent, as applicable, whether on behalf of itself or any of its Related Secured Parties, is made in reliance on the authority granted to the Term Loan Agent or the Term Loan Collateral Agent, as applicable, pursuant to the authorization thereof under the Term Loan Facility and the Related Secured Credit Documents. It is understood and agreed that neither the Term Loan Agent nor Term Loan Collateral Agent shall be responsible for or have any duty to ascertain or inquire into whether any of its Related Secured Parties is in compliance with the terms of this Agreement, and no party hereto or any other Secured Party shall have any right of action whatsoever against the Term Loan Agent or the Term Loan Collateral Agent for any failure of any of its Related Secured Parties to comply with the terms hereof or for any of its Related Secured Parties taking any action contrary to the terms hereof.
(c) Each acknowledgement, agreement, consent and waiver (whether express or implied) in this Agreement made by either the Notes Trustee or the Notes Collateral Agent, as applicable, whether on behalf of itself or any of its Related Secured Parties, is made in reliance on the authority granted to the Notes Trustee or the Notes Collateral Agent, as applicable, pur...
Concerning the Agents. Neither Agent assumes any responsibility for the correctness of the recitals contained herein, and the Agents shall not be responsible or accountable in any way whatsoever for or with respect to the validity, execution or sufficiency of this Amendment and Waiver and make no representation with respect thereto. In entering into this Amendment and Waiver, the Agents shall be entitled to the benefit of every provision of the Credit Agreement relating to, without limitation, the rights, exculpations or conduct of, affecting the liability of or otherwise affording protection to the Agents.
Concerning the Agents. It is understood and agreed that (a) the ABL Facility Agent is entering into this Agreement solely in its capacity as administrative agent and collateral agent under the ABL Credit Agreement and the provisions of Section 12 of the ABL Credit Agreement applicable to the Administrative Agent and Collateral Agent (as defined therein) therein shall apply to the ABL Facility Agent hereunder, (b) that the Parity Lien Collateral Trustee is entering into this Agreement in its capacity as collateral trustee under the Indenture and the Collateral Trust Agreement and the provisions of Article VII and Article X of the Indenture and Section 6 of the Collateral Trust Agreement applicable to the Collateral Trustee (as defined therein) shall also apply to the Parity Lien Collateral Trustee hereunder, and (c) that the Applicable Parity Lien Representative is entering into this Agreement in its capacity as trustee under the Indenture and the provisions of Article VII and Article X of the Indenture applicable to the Trustee (as defined therein) shall also apply to the Applicable Parity Lien Representative hereunder. [Remainder of this page intentionally left blank; signatures follow.] UBS AG, STAMFORD BRANCH, as CollateralAgent By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Associate Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Director [SIGNATURE PAGE TO INTERCREDITOR AGREEMENT] WILMINGTON TRUST, NATIONAL ASSOCIATION, as Applicable Parity Lien Representative By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Assistant Vice President [SIGNATURE PAGE TO INTERCREDITOR AGREEMENT] WILMINGTON TRUST, NATIONAL ASSOCIATION, as Parity Lien Collateral Trustee By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Assistant Vice President [SIGNATURE PAGE TO INTERCREDITOR AGREEMENT] Agreed and acknowledged by: CVR PARTNERS, LP, as a Borrower By: CVR GP, LLC, its general partner By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Chief Financial Officer and Treasurer EAST DUBUQUE NITROGEN FERTILIZERS, LLC, as a Borrower By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Chief Financial Officer and Treasurer CVR NITROGEN HOLDINGS, LLC, as a Borrower By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Chief Financial Officer and Treasurer COFFEYVILLE RESOURCES NITROGEN FERTILIZERS, LLC, as a Borrower By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Chief Financial Officer and Treasurer [SIGNATURE PAGE TO INTERCREDITOR AGREEMENT] CVR NITROGEN, LP, as a Borrower By: CVR Nitrogen GP, LLC, it...
Concerning the Agents. The agreements set forth herein by each Agent are made in its capacity as administrative agent and collateral agent under the ABL Documents and the Term Documents, as applicable, and not in its individual capacity. The Agents shall not have any duties, obligations, or responsibilities under this Agreement except as expressly set forth herein, and shall have the benefit of all rights, privileges, immunities and protections contained in the ABL Documents and Term Documents, respectively, in the acceptance, execution, delivery and performance of this Agreement as though fully set forth herein.
Concerning the Agents. 100 11.7.1. ACTION IN GOOD FAITH, ETC. . . . . . . . . . . . . . . . . . .101 11.7.2. NO IMPLIED DUTIES, ETC.. . . . . . . . . . . . . . . . . . . .101 11.7.3. VALIDITY, ETC. . . . . . . . . . . . . . . . . . . . . . . . .101 11.7.4. COMPLIANCE . . . . . . . . . . . . . . . . . . . . . . . . . .101 11.7.5. EMPLOYMENT OF AGENTS AND COUNSEL . . . . . . . . . . . . . . .102 11.7.6. RELIANCE ON DOCUMENTS AND COUNSEL. . . . . . . . . . . . . . .102 11.7.7. AGENT'S REIMBURSEMENT. . . . . . . . . . . . . . . . . . . . .102 11.8. RIGHTS AS A LENDER . . . . . . . . . . . . . . . . . . . . . . . . . .102 11.9.
Concerning the Agents. (a) Notwithstanding anything in this Agreement to the contrary, to the fullest extent permissible by law, in no event shall any Agent be liable for special, punitive, consequential or indirect damages of any kind whatsoever (including, among other things, lost profits), even if such Agent, or any of its directors, officers, agents, or employees, has been advised of the likelihood of such loss or damage and regardless of the form of action.
(b) No Agent shall be liable for interest on any money received by it.
(c) No provision of this Agreement shall require any Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, unless repayment of such funds or indemnity satisfactory to such Agent shall have been received by such Agent.
(d) No Agent shall (i) be charged with knowledge of any event, default or Event of Default or be required to act based on any other event unless either (A) a senior executive officer of such Agent shall have actual knowledge of such event or (B) written notice of such event shall have been given to such Agent in accordance with the provisions of this Agreement and (ii) have no duty to take any action to determine whether any such event, default or Event of Default has occurred.
(e) In no event shall any Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, pandemic, quarantine, shelter-in-place orders issued by a Governmental Authority, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, provided -66- such failure or delay in performance could not have been prevented by the taking of commercially reasonable precautions such as the implementation and execution of disaster recovery plans.
(f) No Agent shall have any responsibility or liability for or with respect to (i) the preparation, filing or accuracy of any financing statement or continuation statement, or (ii) the perfection or priority of any interest of such Agent in the Collateral, or the monitoring or maintenance of any such perfection or priority.
(g) Any permissive or discretionary right of any Agent under this Agreement shall not be construed as a duty of such Agent....
Concerning the Agents. SECTION 6.1. Agents......................................................................16 SECTION 6.2. Maintenance of Agents.......................................................19
Concerning the Agents