Common use of Role of the Agent Clause in Contracts

Role of the Agent. The Subscriber acknowledges that the Agent has been appointed by the Partnership to act as the agent of the Partnership to market the Units on a private placement basis and, in connection therewith, the General Partner (on behalf of the Partnership) and the Agent have entered into an agreement (the "Agency Agreement") pursuant to which the Agent, in connection with the issue and sale of the Units, will receive compensation from the Partnership. The Subscriber hereby irrevocably authorizes the Agent to: (a) negotiate and settle the form of any certificates to be delivered and any agreement to be entered into in connection with the Offering and to vary, amend, alter or waive, on its own behalf and on behalf of the purchasers of Units, in whole or in part, or extend the time for compliance with, any of the conditions for completing the sale of the Units in such manner and on such terms and conditions as the Agent may determine, acting reasonably, without in any way affecting the Subscriber's obligations or the obligations of such others hereunder; provided, however, that the Agent shall not vary, amend, alter or waive any such condition where to do so would result in a material adverse change to any of the material attributes of the Units; (b) allocate the Units being offered pursuant to the Offering and in accordance with the terms of the Agency Agreement; (c) act as its representative at the Closing with full power of substitution, as its true and lawful attorney and agent with the full power and authority in its place and stead to swear, execute, file and record any document necessary to accept delivery of, and to accept delivery of, certificates representing the Units on the Closing Date, to terminate this subscription on its behalf in the event that any condition precedent to the Offering has not been satisfied, to execute a receipt for such certificates and all other documentation, and to deliver such certificates to the Subscriber as set out in this Subscription Agreement promptly after Closing; (d) complete or correct any errors or omissions in this Subscription Agreement and any form or document provided by the Subscriber; (e) receive on the Subscriber's behalf certificates representing the Units purchased pursuant to this Subscription Agreement and may cause the registration of such certificates in such format as the Agent shall determine; (f) approve any opinions, certificates or other documents addressed to the Subscriber; (g) waive, in whole or in part, any representations, warranties, covenants or conditions for the benefit of the Subscriber and contained in the Agency Agreement; and

Role of the Agent. The Subscriber acknowledges that the Agent has been appointed by the Partnership to act as the agent of the Partnership to market the Units on a private placement basis and, in connection therewith, the General Partner (on behalf of the Partnership) and the Agent have entered into an agreement (the "Agency Agreement") pursuant to which the Agent, in connection with the issue and sale of the Units, will receive compensation from the Partnership. The Subscriber hereby irrevocably authorizes the Agent to: (a) negotiate and settle the form of any certificates to be delivered and any agreement to be entered into in connection with the Offering and to vary, amend, alter or waive, on its own behalf and on behalf of the purchasers of Units, in whole or in part, or extend the time for compliance with, any of the conditions for completing the sale of the Units in such manner and on such terms and conditions as the Agent may determine, acting reasonably, without in any way affecting the Subscriber's obligations or the obligations of such others hereunder; provided, however, that the Agent shall not vary, amend, alter or waive any such condition where to do so would result in a material adverse change to any of the material attributes of the Units; (b) allocate the Units being offered pursuant to the Offering and in accordance with the terms of the Agency Agreement; (c) act as its representative at the Closing with full power of substitution, as its true and lawful attorney and agent with the full power and authority in its place and stead to swear, execute, file and record any document necessary to accept delivery of, and to accept delivery of, certificates representing the Units on the Closing Date, to terminate this subscription on its behalf in the event that any condition precedent to the Offering has not been satisfied, to execute a receipt for such certificates and all other documentation, and to deliver such certificates to the Subscriber as set out in this Subscription Agreement promptly after Closing; (d) complete or correct any errors or omissions in this Subscription Agreement and any form or document provided by the Subscriber; (e) receive on the Subscriber's behalf certificates representing the Units purchased pursuant to this Subscription Agreement and may cause the registration of such certificates in such format as the Agent shall determine; (f) approve any opinions, certificates or other documents addressed to the Subscriber; ; (g) waive, in whole or in part, any representations, warranties, covenants or conditions for the benefit of the Subscriber and contained in the Agency Agreement; and (h) exercise any rights of termination under the Agency Agreement.

Role of the Agent. The Subscriber acknowledges that the Agent has been appointed by the Partnership Trust to act as the agent of the Partnership Trust to market the Trust Units on a commercially reasonable private placement basis and, in connection therewith, the General Partner (on behalf of the Partnership) Trust and the Agent have entered into or will prior to the Closing Time enter into an agreement (the "Agency Agreement") pursuant to which the Agent, in connection with the issue and sale of the Trust Units, will receive compensation from the PartnershipTrust. The Subscriber hereby irrevocably authorizes the Agent to: (a) negotiate and settle the form of any certificates to be delivered and any agreement to be entered into in connection with the Offering and to vary, amend, alter or waive, on its own behalf and on behalf of the purchasers of Trust Units, in whole or in part, or extend the time for compliance with, any of the conditions for completing the sale of the Trust Units in such manner and on such terms and conditions as the Agent may determine, acting reasonably, without in any way affecting the Subscriber's obligations or the obligations of such others hereunder; provided, however, that the Agent shall not vary, amend, alter or waive any such condition where to do so would result in a material adverse change to any of the material attributes of the Trust Units; (b) allocate the Trust Units being offered pursuant to the Offering and in accordance with the terms of the Agency Agreement; (c) act as its representative at the Closing with full power of substitution, as its true and lawful attorney and agent with the full power and authority in its place and stead to swear, execute, file and record any document necessary to accept delivery of, and to accept delivery of, of certificates representing the Trust Units on the Closing Date, to terminate this subscription on its behalf in the event that any condition precedent to the Offering has not been satisfied, to execute a receipt for such certificates and all other documentation, and to deliver such certificates to the Subscriber as set out in this Subscription Agreement promptly after Closing; (d) complete or correct any errors or omissions in this Subscription Agreement and any form or document provided by the Subscriber; (e) receive on the Subscriber's ’s behalf certificates representing the Trust Units purchased pursuant to this Subscription Agreement and may cause the registration of such certificates in such format as the Agent shall determineAgreement; (f) approve any opinions, certificates or other documents addressed to the Subscriber; ; (g) waive, in whole or in part, any representations, warranties, covenants or conditions for the benefit of the Subscriber and contained in the Agency Agreement; and (h) exercise any rights of termination under the Agency Agreement.

Role of the Agent. The Subscriber acknowledges that Agent will exercise and give the Agent has been appointed same care and attention to each Letter of Credit issued by the Partnership it pursuant to act this Section 3.14 as the agent it gives to its other letters of the Partnership to market the Units on a private placement basis andcredit and similar obligations, in connection therewith, the General Partner (on behalf of the Partnership) and the Agent have entered into an agreement (the "Agency Agreement") pursuant Agent's sole liability to which each Lender shall be to distribute promptly, as and when received by the Agent, in connection with the issue and sale to each Participating Lender its Participating Proportion of the Units, will receive compensation from the Partnership. The Subscriber hereby irrevocably authorizes any payments made to the Agent to: (a) negotiate and settle by the form of any certificates Borrower, pursuant to be delivered and any agreement to be entered into in connection with the Offering and to vary, amend, alter or waive, on its own behalf and on behalf of the purchasers of UnitsSection 3.14(c). Each Participating Lender agrees that, in whole or in partpaying any drawing under a Letter of Credit, or extend the time for compliance with, any of the conditions for completing the sale of the Units in such manner and on such terms and conditions as the Agent may determine, acting reasonably, without in any way affecting the Subscriber's obligations or the obligations of such others hereunder; provided, however, that the Agent shall not vary, amend, alter have any responsibility to obtain any document (other than as expressly required by such Letter of Credit) or waive to ascertain or inquire as to the validity or accuracy of any such condition where to do so would result in a material adverse change document or the authority of any person delivering any such document. Neither the Agent nor any of its representatives, officers, employees or agents shall be liable to any Lender for: (i) any action taken or omitted to be taken in connection herewith at the request or with the approval of the material attributes Participating Lenders holding at least 66?% of the Unitsapplicable Participating Proportions; (bii) allocate any action taken or omitted to be taken in connection with any Letter of Credit in the Units being offered pursuant absence of gross negligence or wilful misconduct; or (iii) the execution, effectiveness, genuineness, validity, or enforceability of any Letter of Credit, or any other document contemplated thereby. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, facsimile, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Save as aforesaid, neither the Agent nor any Participating Lender assumes any liability or responsibility for the form, sufficiency, correctness, genuineness or legal effect of any documents provided for under a Letter of Credit or for the good faith or acts of any beneficiaries or any other person in relation thereto and a Participating Lender may hold the delivery of documents conforming to the Offering and in accordance with the terms Letter of Credit as prima facie evidence of the Agency Agreement; (c) act as its representative at the Closing with full power of substitution, as its true and lawful attorney and agent with the full power and authority in its place and stead to swear, execute, file and record any document necessary to accept delivery of, and to accept delivery of, certificates representing the Units on the Closing Date, to terminate this subscription on its behalf in the event that any condition precedent to the Offering has not been satisfied, to execute a receipt for such certificates and all other documentation, and to deliver such certificates to the Subscriber as set out in this Subscription Agreement promptly after Closing; (d) complete or correct any errors or omissions in this Subscription Agreement and any form or document provided by the Subscriber; (e) receive on the Subscriber's behalf certificates representing the Units purchased pursuant to this Subscription Agreement and may cause the registration good faith of such certificates in such format as the Agent shall determine; (f) approve any opinions, certificates beneficiaries or other documents addressed to the Subscriber; (g) waive, in whole or in part, any representations, warranties, covenants or conditions for the benefit of the Subscriber and contained in the Agency Agreement; andpersons.