Common use of Agent Provisions Clause in Contracts

Agent Provisions. (a) The Agent shall be entitled to the fees set forth on Schedule III attached hereto for its services hereunder and shall be reimbursed for all reasonable expenses, disbursements and advances incurred or made by it in the performance of its duties hereunder. The Company shall be solely responsible for payment of all amounts due to the Agent hereunder. (b) The Agent may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to the Pledgor, the Company and the Secured Party specifying a date (not less than thirty days after the giving of such notice) when such resignation shall take effect (the "Resignation Date"). Promptly after such notice, a successor agent shall be appointed by the Secured Party, such successor agent to become Agent hereunder upon the Resignation Date. The Agent shall continue to serve until its successor is appointed hereunder. The Secured Party may at any time elect to substitute a new Agent by giving notice thereof to the Pledgor, the Company and the Agent then acting. (c) The Agent shall have the power and authority expressly conferred upon it in this Agreement and shall not be required to perform any act or do anything not so expressly provided in this Agreement, except upon the written instructions of the Secured Party. The Agent acting or refraining from acting in good faith shall not be liable for any mistake of fact or error of judgment by it or for any acts or omissions by it of any kind unless caused by its willful misconduct or gross negligence, and shall be entitled to rely and shall be protected in doing so, upon (i) any written notice, instrument or signature reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties duly authorized to do so and (ii) the advice of counsel (which may be of the Agent's own choosing). The Agent shall have no responsibility for the contents of any writing submitted to it hereunder and shall be entitled to reasonably rely in good faith and without any liability, upon the contents thereof. (d) The Company hereby agrees to indemnify the Agent and hold it harmless against any and all liabilities incurred by it hereunder, including, without limitation, any liabilities incurred in connection with any sale of the Pledged Collateral in accordance with the terms hereof, except for liabilities incurred by the Agent resulting from its own willful misconduct or gross negligence. (e) Without limiting the obligations of the Company under Section 13(d) hereof, the Secured Party agrees to indemnify the Agent (to the extent the Agent is not otherwise promptly reimbursed therefor by the Company, or reimbursed pursuant to Section 11(c) hereof), against any and all liabilities incurred by the Agent hereunder, including, without limitation, any liabilities incurred in connection with any sale of the Pledged Collateral in accordance with the terms hereof, except for liabilities incurred by the Agent resulting from its own willful misconduct or gross negligence.

Agent Provisions. (a) The Agent shall be entitled to the fees set forth on Schedule III attached hereto for its services hereunder and shall be reimbursed for all reasonable expenses, disbursements and advances incurred or made by it in the performance of its duties hereunder. The Company shall be solely responsible for payment of all amounts due to the Agent hereunder. (b) The Agent may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to the Pledgor, the Company and the Secured Party specifying a date (not less than thirty days after the giving of such notice) when such resignation shall take effect (the "Resignation Date"). Promptly after such notice, a successor agent shall be appointed by the Secured Party, such successor agent to become Agent hereunder upon the Resignation Date. The Agent shall continue to serve until its successor is appointed hereunder. The Secured Party may at any time elect to substitute a new Agent by giving notice thereof to the Pledgor, the Company and the Agent then acting. (c) The Agent shall have the power and authority expressly conferred upon it in this Agreement and shall not be required to perform any act or do anything not so expressly provided in this Agreement, except upon the written instructions of the Secured Party. The Agent acting or refraining from acting in good faith shall not be liable for any mistake of fact or error of judgment by it or for any acts or omissions by it of any kind unless caused by its willful misconduct or gross negligence, and shall be entitled to rely and shall be protected in doing so, upon (i) any written notice, instrument or signature reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties duly authorized to do so and (ii) the advice of counsel (which may be of the Agent's own choosing). The Agent shall have no responsibility for the contents of any writing submitted to it hereunder and shall be entitled to reasonably rely in good faith and without any liability, upon the contents thereof. (d) The Company hereby agrees to indemnify the Agent and hold it harmless against any and all liabilities incurred by it hereunder, including, without limitation, any liabilities incurred in connection with any sale of the Pledged Collateral in accordance with the terms hereof, except for liabilities incurred by the Agent resulting from its own willful misconduct or gross negligence. (e) Without limiting the obligations of the Company under Section 13(d) hereof, the Secured Party agrees to indemnify the Agent (to the extent the Agent is not otherwise promptly reimbursed therefor by the Company, or reimbursed pursuant to Section 11(c) hereof), against any and all liabilities incurred by the Agent hereunder, including, without limitation, any liabilities incurred in connection with any sale of the Pledged Collateral in accordance with the terms hereof, except for liabilities incurred by the Agent resulting from its own willful misconduct or gross negligence.,

Agent Provisions. Section 10. 01Appointment of Administrative Agent. (a) The Each Buyer hereby irrevocably appoints Atlas Securitized Products, L.P., as Administrative Agent shall be entitled to the fees set forth on Schedule III attached hereto for its services hereunder and shall be reimbursed for all reasonable expenses, disbursements and advances incurred or made by it in under the performance of its duties hereunder. The Company shall be solely responsible for payment of all amounts due to the Agent hereunder. (b) The Agent may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to the Pledgor, the Company and the Secured Party specifying a date (not less than thirty days after the giving of such notice) when such resignation shall take effect (the "Resignation Date"). Promptly after such notice, a successor agent shall be appointed by the Secured Party, such successor agent to become Agent hereunder upon the Resignation Date. The Agent shall continue to serve until its successor is appointed hereunder. The Secured Party may at any time elect to substitute a new Agent by giving notice thereof to the Pledgor, the Company and the Agent then acting. (c) The Agent shall have the power and authority expressly conferred upon it in this Agreement and shall not be required to perform any act or do anything not so expressly provided in this Agreement, except upon the written instructions of the Secured Party. The Agent acting or refraining from acting in good faith shall not be liable for any mistake of fact or error of judgment by it or for any acts or omissions by it of any kind unless caused by its willful misconduct or gross negligenceother Program Agreements, and shall be entitled each Buyer hereby authorizes Atlas Securitized Products, L.P., in such capacity, to rely and shall be protected in doing so, upon (i) any written notice, instrument or signature reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties duly authorized to do so and (ii) the advice of counsel (which may be of the Agent's own choosing). The Agent shall have no responsibility for the contents of any writing submitted to it hereunder and shall be entitled to reasonably rely in good faith and without any liability, upon the contents thereof. (d) The Company hereby agrees to indemnify the Agent and hold it harmless against any and all liabilities incurred by it hereunder, including, without limitation, any liabilities incurred in connection with any sale of the Pledged Collateral act as its agent in accordance with the terms hereof. The provisions of this Article X are solely for the benefit of Administrative Agent and Buyers, except and Seller shall not have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, Administrative Agent shall act solely as an agent of Xxxxxx and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for liabilities incurred by the Agent resulting from its own willful misconduct or gross negligenceSeller. (ea) Without limiting the obligations of the Company under Section 13(d) hereofThe Required Buyers may, the Secured Party agrees to indemnify the Agent (to the extent permitted by applicable law, and with the consent of Seller (such consent not to be required if an Event of Default has occurred and is continuing and not to be unreasonably withheld), by notice in writing to such Person remove such Person as Administrative Agent and, with the consent of Seller (such consent not to be required if an Event of Default has occurred and is continuing and not otherwise promptly reimbursed therefor to be unreasonably withheld), appoint a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Company, Required Buyers and shall have accepted such appointment within thirty (30) days (or reimbursed pursuant to Section 11(c) hereofsuch earlier day as shall be agreed by the Required Buyers and Seller), against any and all liabilities incurred by the Agent hereunder, including, without limitation, any liabilities incurred in connection with any sale of the Pledged Collateral then such removal shall nonetheless become effective in accordance with such notice on the terms hereof, except for liabilities incurred date thirty (30) days (or such earlier day as shall be agreed by the Agent resulting from its own willful misconduct or gross negligenceRequired Buyers and Seller) after the Administrative Agent’s receipt of such notice of removal.