Benchmark Agent Sample Clauses

Benchmark Agent. (a) The Issuer hereby appoints the Collateral Manager, and the Collateral Manager hereby accepts the appointment as Benchmark Agent for purposes of determining from time to time at such intervals as it determines whether a Benchmark Transition Event has occurred for purposes of this Indenture and the Notes as set forth in Section 2.16. (b) The Benchmark Agent shall be entitled to receive, on each Payment Date, reimbursement for all reasonable out-of-pocket expenses incurred by it in the course of performing its obligations hereunder in the order specified in the Priority of Payments as set forth in Section 11.1 (or in such other manner in which Company Administrative Expenses are permitted to be paid under this Indenture). Such expenses shall include the reasonable compensation and out-of-pocket expenses, disbursements and advances of the Benchmark Agent’s agents, counsel, consultants, advisors and experts (provided that any out-of-pocket fees paid to the Benchmark Agent’s consultants, advisors or experts shall be limited to $75,000 over the life of the transaction). The payment obligations to the Benchmark Agent pursuant to this Section 7.1 shall survive the termination of this Indenture. If the Benchmark Agent is terminated pursuant to clause (j) below, the Benchmark Agent shall be entitled to be paid on the next succeeding Payment Date all expenses accruing to it to the date of such termination, resignation or removal in accordance with the Priority of Payments set forth in Section 11.1. (c) In the discharge of its obligations, the Benchmark Agent shall not be liable for actions taken or omitted to be taken unless such actions are taken or omitted to be taken by reason of the Benchmark Agent’s gross negligence in the performance of its obligations and duties under the Indenture or by reason of its grossly negligent disregard of those obligations or duties. The Issuer hereby waives and releases, subject to the foregoing, any and all claims with respect to any action taken or omitted to be taken with respect to a Benchmark Replacement, including determinations as to the occurrence of a Benchmark Transition Event or a Benchmark Replacement Date, the selection of a Benchmark Replacement, the determination of the applicable Benchmark Replacement Adjustment, and the determination and implementation of any Benchmark Replacement Conforming Changes. (d) The Benchmark Agent shall have no direct or indirect liability whatsoever to the holders of any interest in an...