Common use of Regarding the Agent Clause in Contracts

Regarding the Agent. The Agent shall be afforded in respect of this Agreement all of the rights, powers, protections, immunities and indemnities set forth in Article 4 and Article 5 of the Depositary Agreement which are applicable between the Agent and the Issuer thereunder, and the provisions of Article 4 and Article 5 of the Depositary Agreement which are applicable between the Agent and the Issuer thereunder shall inure to the benefit of the Agent in respect to this Agreement and be binding upon POA in such respect, in each case as if the same were specifically set forth herein, mutatis mutandis. In furtherance and not in derogation of such rights, powers, protections, immunities and indemnities set forth in Article 4 and Article 5 of the Depositary Agreement: (a) The Agent is authorized to take all such action as is provided to be taken by it as the Agent hereunder and all other action incidental thereto. As to any matters not expressly provided for herein the Agent shall act or refrain from acting in accordance with written instructions from the Required Holders or, in the absence of such instructions, in accordance with its discretion. (b) The Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Lien on any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder. The Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by each of GAS LP and the Assignor. (c) At any time or times, in order to comply with any legal requirement in any jurisdiction, the Agent may appoint another bank or trust company or one or more other Persons, either to act as co-agents or co-agents, jointly with the Agent, or to act as separate agent or agents on behalf of the Agent with such power and authority of the Agent as may be necessary for the effectual operation of the provisions hereof and may be specified in the instrument of appointment (which may, in the discretion of the Agent, include extending to such co-agent or separate agent the provisions for the protection of the Agent contained in Article 4 and Article 5 of the Depositary Agreement).

Regarding the Agent. The Agent shall be afforded in respect of this Agreement all of the rights, powers, protections, immunities and indemnities set forth in Article 4 and Article 5 of the Depositary Agreement which are applicable between the Agent and the Issuer thereunder, and the provisions of Article 4 and Article 5 of the Depositary Agreement which are applicable between the Agent and the Issuer thereunder shall inure to the benefit of the Agent in respect to this Agreement and be binding upon POA in such respect, in each case as if the same were specifically set forth herein, mutatis mutandis. In furtherance and not in derogation of such rights, powers, protections, immunities and indemnities set forth in Article 4 and Article 5 of the Depositary Agreement: (a) The Agent is authorized to take all such action as is provided to be taken by it as the Agent hereunder and all other action incidental thereto. As to any matters not expressly provided for herein the Agent shall act or refrain from acting in accordance with written instructions from the Required Holders or, in the absence of such instructions, in accordance with its discretion. (b) The Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Lien on any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder. The Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by each of GAS LP POA and the Assignor. (c) At any time or times, in order to comply with any legal requirement in any jurisdiction, the Agent may appoint another bank or trust company or one or more other Persons, either to act as co-agents or co-agents, jointly with the Agent, or to act as separate agent or agents on behalf of the Agent with such power and authority of the Agent as may be necessary for the effectual operation of the provisions hereof and may be specified in the instrument of appointment (which may, in the discretion of the Agent, include extending to such co-agent or separate agent the provisions for the protection of the Agent contained in Article 4 and Article 5 of the Depositary Agreement).

Regarding the Agent. (a) The Agent shall not be afforded in respect liable for any action taken or not taken under this Agreement so long as it shall have acted without gross negligence or willful misconduct. (b) The rights and obligations of the Authority may not be assigned or delegated to any other person without the written consent of the Agent. Subject to the foregoing, the terms and provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No other persons shall have any rights under this Agreement. (c) The Agent is not a party to, is not bound by, and has no duty to inquire into any agreement other than this Agreement. The Agent shall have no implied duties, fiduciary or otherwise, beyond the express duties set forth herein. (d) The Agent shall not be required to expend or risk its own funds or otherwise incur financial liability (other than expenses or liabilities otherwise required to be incurred by the express terms of this Agreement) in the performance of its duties hereunder if it believes that repayment of such funds, or adequate indemnity, is not assured to it. (e) The Agent shall have the right, but not the obligation, to consult with counsel or other such professionals of the Agent’s choice and shall not be liable for action taken or omitted to be taken by the Agent in accordance with the advice or counsel of such professionals. (f) Any corporation or association into which the Agent is converted or merged, or with which it is consolidated, or to which it sells or transfers all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which the Agent is a party, shall be and become the successor to the Agent under this Agreement and shall have and succeed to all of the rights, powers, protectionsduties, immunities and indemnities set forth in Article 4 and Article 5 privileges as its predecessor, without the execution or filing of any instrument or paper or the performance of any other act. (g) The Agent may resign as such following the giving of thirty (30) calendar days’ prior written notice to the Authority. The Authority may remove the Agent upon thirty (30) calendar days’ prior written notice to the Agent. The duties of the Depositary Agreement which are applicable between Agent shall terminate (30) days after recipient’s receipt of such notice (or as of such earlier date as may be mutually agreed by the Agent and the Issuer thereunderAuthority). The Agent shall deliver the cash and other assets then in the Accounts to a successor Agent in accordance with the Authority’s written direction. If the Authority fails to appoint a successor prior to the expiration of thirty (30) calendar day notice period, and the provisions of Article 4 and Article 5 of the Depositary Agreement which are applicable between the Agent may, in its sole discretion, deliver the cash and other assets in the Issuer thereunder shall inure Accounts to the benefit Authority, or may petition any court of competent jurisdiction for the Agent in respect to this Agreement and be binding upon POA in such respect, in each case as if the same were specifically set forth herein, mutatis mutandis. In furtherance and not in derogation appointment of such rights, powers, protections, immunities and indemnities set forth in Article 4 and Article 5 of the Depositary Agreement:a successor Agent. (ah) The Agent is authorized to take all such action as is provided to be taken by it as may assume the genuineness of, and may rely on, any written notice or communication from any person, without further verification, that the Agent hereunder and all other action incidental thereto. As to any matters not expressly provided for herein the Agent shall act or refrain from acting in accordance with written instructions believes is from the Required Holders or, proper party and shall be protected in doing so by the absence of such instructions, in accordance with its discretionAuthority. (bi) The Agent shall not be responsible or liable for any failure or delay in the existenceperformance of its obligations under this Agreement arising out of or caused, genuineness directly or value indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes, fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes, acts of civil or military authority or governmental action; it being understood that the Agent shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (j) In the event that the Accounts, or any cash or assets contained therein, shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree, shall be made or entered by any court order affecting the Collateral property deposited or for held under this Agreement, the validityAgent is hereby authorized, perfectionin its sole discretion, priority to obey and comply with all writs, orders or enforceability of decrees so entered or issued, and in the Lien on event that the Agent obeys or complies with any of such writ, order or decree it shall not be liable to the CollateralAuthority or any other person, whether impaired by operation of law firm or corporation, by reason of any action such compliance notwithstanding that such writ, order or omission to act on its part hereunder. The Agent shall have no duty to ascertain decree be subsequently reversed, modified, annulled, set aside or inquire as to the performance or observance of any of the terms of this Agreement by each of GAS LP and the Assignorvacated. (c) At any time or times, in order to comply with any legal requirement in any jurisdiction, the Agent may appoint another bank or trust company or one or more other Persons, either to act as co-agents or co-agents, jointly with the Agent, or to act as separate agent or agents on behalf of the Agent with such power and authority of the Agent as may be necessary for the effectual operation of the provisions hereof and may be specified in the instrument of appointment (which may, in the discretion of the Agent, include extending to such co-agent or separate agent the provisions for the protection of the Agent contained in Article 4 and Article 5 of the Depositary Agreement).

Regarding the Agent. The Agent shall be afforded in respect of this Agreement all of the rights, powers, protections, immunities and indemnities set forth in Article 4 and Article 5 of the Depositary Agreement which are applicable between the Agent and the Issuer thereunder, and the provisions of Article 4 and Article 5 of the Depositary Agreement which are applicable between the Agent and the Issuer thereunder shall inure to the benefit of the Agent in respect to this Agreement and be binding upon POA in such respect, in each case as if the same were specifically set forth herein, mutatis mutandis. In furtherance and not in derogation of such rights, powers, protections, immunities and indemnities set forth in Article 4 and Article 5 of the Depositary Agreement: (a) The Agent is authorized to take all such action as is provided to be taken by it as the Agent hereunder and all other action incidental thereto. As to any matters not expressly provided for herein the Agent shall act or refrain from acting in accordance with written instructions from the Required Holders or, in the absence of such instructions, in accordance with its discretion. (b) The Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Lien on any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder. The Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by each of GAS LP and the AssignorGrantor. (c) At any time or times, in order to comply with any legal requirement in any jurisdiction, the Agent may appoint another bank or trust company or one or more other Persons, either to act as co-agents or co-agents, jointly with the Agent, or to act as separate agent or agents on behalf of the Agent with such power and authority of the Agent as may be necessary for the effectual operation of the provisions hereof and may be specified in the instrument of appointment (which may, in the discretion of the Agent, include extending to such co-agent or separate agent the provisions for the protection of the Agent contained in Article 4 and Article 5 of the Depositary Agreement).

Regarding the Agent. The Agent shall be afforded in respect of this Agreement all of the rights, powers, protections, immunities and indemnities set forth in Article 4 and Article 5 of the Depositary Agreement which are applicable between the Agent and the Issuer thereunder, and the provisions of Article 4 and Article 5 of the Depositary Agreement which are applicable between the Agent and the Issuer thereunder shall inure to the benefit of the Agent in respect to this Agreement and be binding upon POA the Grantor in such respect, in each case as if the same were specifically set forth herein, mutatis mutandis. In furtherance and not in derogation of such rights, powers, protections, immunities and indemnities set forth in Article 4 and Article 5 of the Depositary Agreement: (a) The Agent is authorized to take all such action as is provided to be taken by it as the Agent hereunder and all other action incidental thereto. As to any matters not expressly provided for herein the Agent shall act or refrain from acting in accordance with written instructions from the Required Holders or, in the absence of such instructions, in accordance with its discretion. (b) The Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Lien on any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder. The Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by each of GAS LP and the AssignorGrantor. (c) At any time or times, in order to comply with any legal requirement in any jurisdiction, the Agent may appoint another bank or trust company or one or more other Persons, either to act as co-agents or co-agents, jointly with the Agent, or to act as separate agent or agents on behalf of the Agent with such power and authority of the Agent as may be necessary for the effectual operation of the provisions hereof and may be specified in the instrument of appointment (which may, in the discretion of the Agent, include extending to such co-agent or separate agent the provisions for the protection of the Agent contained in Article 4 and Article 5 of the Depositary Agreement).