Common use of Sub-Agents Clause in Contracts

Sub-Agents. (a) The Sub-Placement Agent shall not engage or retain, or assign or delegate its rights or obligations hereunder to, any affiliated or unaffiliated sub-agent to assist the Sub-Placement Agent the offer, sale, marketing or promotion of Units without the prior written approval of the Placement Agent (“Sub-Agents”). (b) The Sub-Placement Agent undertakes to cause each approved Sub-Agent to enter into an agreement with the Sub-Placement Agent, which agreement shall include all of the undertakings, agreements, representations, warranties and covenants made by the Sub-Placement Agent to the METI US Parties hereunder mutatis mutandis. Such agreement shall also prohibit further delegation unless the prior written consent of the Placement Agent is given. The Sub-Placement Agent shall review the services provided by each of its Sub-Agents (if any) on an ongoing basis and make each Sub-Agent (if any) aware of the requirement to review the services provided by each Sub-Agent’s delegate (if any) on an ongoing basis. (c) Upon the request of the Placement Agent, the Sub-Placement Agent shall provide the Placement Agent with a copy of any such Sub-Agent agreement and/or a certificate from the Sub-Placement Agent to the effect that the Sub-Placement Agent is in compliance with Section 13(b) with respect to such Sub-Agent. The Sub-Placement Agent undertakes to terminate with immediate effect the appointment of any Sub-Agent upon the instruction of the Placement Agent. The Sub-Placement Agent shall remain liable for any act (or failure to act) of any of its Sub-Agents that would be a breach of the terms of this Agreement had it been committed or taken by the Sub-Placement Agent. (d) The Sub-Placement Agent hereby covenants, represents and warrants to the Placement Agent that no portion of the fees received by the Sub-Placement Agent in connection with its services hereunder shall be remitted or otherwise paid to any third party (including any finder or lobbyist) by the Sub-Placement Agent, other than a Sub-Agent as provided in the sentence above, without the prior written consent of the Placement Agent, which may be given or withheld in the Placement Agent’s sole discretion.

Sub-Agents. (a) The Sub-Placement Agent Dealer shall not engage or retain, or assign or delegate its rights or obligations hereunder to, any affiliated or unaffiliated sub-agent to assist the Sub-Placement Agent Dealer the offer, sale, marketing or promotion of Units without the prior written approval of the Placement Agent Dealer Manager (“Sub-Agents”). (b) The Sub-Placement Agent Dealer undertakes to cause each approved Sub-Agent to enter into an agreement with the Sub-Placement AgentDealer, which agreement shall include all of the undertakings, agreements, representations, warranties and covenants made by the Sub-Placement Agent Dealer to the METI US BXINFRA Parties hereunder mutatis mutandis. Such agreement shall also prohibit further delegation unless the prior written consent of the Placement Agent Dealer Manager is given. The Sub-Placement Agent Dealer shall review the services provided by each of its Sub-Agents (if any) on an ongoing basis and make each Sub-Agent (if any) aware of the requirement to review the services provided by each Sub-Agent’s delegate (if any) on an ongoing basis. (c) Upon the request of the Placement AgentDealer Manager, the Sub-Placement Agent Dealer shall provide the Placement Agent Dealer Manager with a copy of any such Sub-Agent agreement and/or a certificate from the Sub-Placement Agent Dealer to the effect that the Sub-Placement Agent Dealer is in compliance with Section 13(b) with respect to such Sub-Agent. The Sub-Placement Agent Dealer undertakes to terminate with immediate effect the appointment of any Sub-Agent upon the instruction of the Placement AgentDealer Manager. The Sub-Placement Agent Dealer shall remain liable for any act (or failure to act) of any of its Sub-Agents that would be a breach of the terms of this Agreement had it been committed or taken by the Sub-Placement AgentDealer. (d) The Sub-Placement Agent Dealer hereby covenants, represents and warrants to the Placement Agent Dealer Manager that no portion of the fees received by the Sub-Placement Agent Dealer in connection with its services hereunder shall be remitted or otherwise paid to any third party (including any finder or lobbyist) by the Sub-Placement AgentDealer, other than a Sub-Agent as provided in the sentence above, without the prior written consent of the Placement AgentDealer Manager, which may be given or withheld in the Placement AgentDealer Manager’s sole discretion.

Sub-Agents. (a) The Sub-Placement Agent Broker shall not engage or retain, or assign or delegate its rights or obligations hereunder to, any affiliated or unaffiliated sub-agent to assist the Sub-Placement Agent Broker in the offer, sale, marketing or promotion of Units without the prior written approval of the Placement Agent Dealer-Manager (“Sub-Agents”). (b) The Sub-Placement Agent Broker undertakes to cause each approved Sub-Agent to enter into an agreement with the Sub-Placement AgentBroker, which agreement shall include all of the undertakings, agreements, representations, warranties and covenants made by the Sub-Placement Agent Broker to the METI US Brookfield Parties hereunder mutatis mutandis. Such agreement shall also prohibit further delegation unless the prior written consent of the Placement Agent Dealer-Manager is given. The Sub-Placement Agent Broker shall review the services provided by each of its Sub-Agents (if any) on an ongoing basis and make each Sub-Agent (if any) aware of the requirement to review the services provided by each Sub-Agent’s delegate (if any) on an ongoing basis. (c) Upon the request of the Placement AgentDealer-Manager, the Sub-Placement Agent Broker shall provide the Placement Agent Dealer-Manager with a copy of any such Sub-Agent agreement and/or a certificate from the Sub-Placement Agent Broker to the effect that the Sub-Placement Agent Broker is in compliance with Section 13(b14(b) with respect to such Sub-Agent. The Sub-Placement Agent Broker undertakes to terminate with immediate effect the appointment of any Sub-Agent upon the instruction of the Placement AgentDealer-Manager. The Sub-Placement Agent Broker shall remain liable for any act (or failure to act) of any of its Sub-Agents that would be a breach of the terms of this Agreement had it been committed or taken by the Sub-Placement AgentBroker. (d) The Sub-Placement Agent Broker hereby covenants, represents and warrants to the Placement Agent Dealer-Manager that no portion of the fees received by the Sub-Placement Agent Broker in connection with its services hereunder shall be remitted or otherwise paid to any third party (including any finder or lobbyist) by the Sub-Placement AgentBroker, other than a Sub-Agent as provided in the sentence above, without the prior written consent of the Placement AgentDealer-Manager, which may be given or withheld in the Placement AgentDealer-Manager’s sole discretion.

Sub-Agents. (a) The Sub-Placement Agent Dealer shall not engage or retain, or assign or delegate its rights or obligations hereunder to, any affiliated or unaffiliated sub-agent to assist the Sub-Placement Agent Dealer with the offer, sale, marketing or promotion of Units without the prior written approval of the Placement Agent Dealer Manager (“Sub-Agents”). (b) The Sub-Placement Agent Dealer undertakes to cause each approved Sub-Agent to enter into an agreement with the Sub-Placement AgentDealer, which agreement shall include all of the undertakings, agreements, representations, warranties and covenants made by the Sub-Placement Agent Dealer to the METI US BXPE Parties hereunder mutatis mutandis. Such agreement shall also prohibit further delegation unless the prior written consent of the Placement Agent Dealer Manager is given. The Sub-Placement Agent Dealer shall review the services provided by each of its Sub-Agents (if any) on an ongoing basis and make each Sub-Agent (if any) aware of the requirement to review the services provided by each Sub-Agent’s delegate (if any) on an ongoing basis. (c) Upon the request of the Placement AgentDealer Manager, the Sub-Placement Agent Dealer shall provide the Placement Agent Dealer Manager with a copy of any such Sub-Agent agreement and/or a certificate from the Sub-Placement Agent Dealer to the effect that the Sub-Placement Agent Dealer is in compliance with Section 13(b) with respect to such Sub-Agent. The Sub-Placement Agent Dealer undertakes to terminate with immediate effect the appointment of any Sub-Agent upon the instruction of the Placement AgentDealer Manager. The Sub-Placement Agent Dealer shall remain liable for any act (or failure to act) of any of its Sub-Agents that would be a breach of the terms of this Agreement had it been committed or taken by the Sub-Placement AgentDealer. (d) The Sub-Placement Agent Dealer hereby covenants, represents and warrants to the Placement Agent Dealer Manager that no portion of the fees received by the Sub-Placement Agent Dealer in connection with its services hereunder shall be remitted or otherwise paid to any third party (including any finder or lobbyist) by the Sub-Placement AgentDealer, other than a Sub-Agent as provided in the sentence above, without the prior written consent of the Placement AgentDealer Manager, which may be given or withheld in the Placement AgentDealer Manager’s sole discretion.

Sub-Agents. (a) The Sub-Placement Agent Dealer shall not engage or retain, or assign or delegate its rights or obligations hereunder to, any affiliated or unaffiliated sub-agent to assist the Sub-Placement Agent Dealer with the offer, sale, marketing or promotion of Units without the prior written approval of the Placement Agent Dealer Manager (“Sub-Agents”). (b) The Sub-Placement Agent Dealer undertakes to cause each approved Sub-Agent to enter into an agreement with the Sub-Placement AgentDealer, which agreement shall include all of the undertakings, agreements, representations, warranties and covenants made by the Sub-Placement Agent Dealer to the METI US BXINFRA Parties hereunder mutatis mutandis. Such agreement shall also prohibit further delegation unless the prior written consent of the Placement Agent Dealer Manager is given. The Sub-Placement Agent Dealer shall review the services provided by each of its Sub-Agents (if any) on an ongoing basis and make each Sub-Agent (if any) aware of the requirement to review the services provided by each Sub-Agent’s delegate (if any) on an ongoing basis. (c) Upon the request of the Placement AgentDealer Manager, the Sub-Placement Agent Dealer shall provide the Placement Agent Dealer Manager with a copy of any such Sub-Agent agreement and/or a certificate from the Sub-Placement Agent Dealer to the effect that the Sub-Placement Agent Dealer is in compliance with Section 13(b) with respect to such Sub-Agent. The Sub-Placement Agent Dealer undertakes to terminate with immediate effect the appointment of any Sub-Agent upon the instruction of the Placement AgentDealer Manager. The Sub-Placement Agent Dealer shall remain liable for any act (or failure to act) of any of its Sub-Agents that would be a breach of the terms of this Agreement had it been committed or taken by the Sub-Placement AgentDealer. (d) The Sub-Placement Agent Dealer hereby covenants, represents and warrants to the Placement Agent Dealer Manager that no portion of the fees received by the Sub-Placement Agent Dealer in connection with its services hereunder shall be remitted or otherwise paid to any third party (including any finder or lobbyist) by the Sub-Placement AgentDealer, other than a Sub-Agent as provided in the sentence above, without the prior written consent of the Placement AgentDealer Manager, which may be given or withheld in the Placement AgentDealer Manager’s sole discretion.

Sub-Agents. (a) The Sub-Placement Agent Dealer shall not engage or retain, or assign or delegate its rights or obligations hereunder to, any affiliated or unaffiliated sub-agent to assist the Sub-Placement Agent Dealer with the offer, sale, marketing or promotion of Units Interests without the prior written approval of the Placement Agent Dealer Manager (“Sub-Agents”). (b) The Sub-Placement Agent Dealer undertakes to cause each approved Sub-Agent to enter into an agreement with the Sub-Placement AgentDealer, which agreement shall include all of the undertakings, agreements, representations, warranties and covenants made by the Sub-Placement Agent Dealer to the METI US BX Parties hereunder mutatis mutandis. Such agreement shall also prohibit further delegation unless the prior written consent of the Placement Agent Dealer Manager is given. The Sub-Placement Agent Dealer shall review the services provided by each of its Sub-Agents (if any) on an ongoing basis and make each Sub-Agent (if any) aware of the requirement to review the services provided by each Sub-Agent’s delegate (if any) on an ongoing basis. (c) Upon the request of the Placement AgentDealer Manager, the Sub-Placement Agent Dealer shall provide the Placement Agent Dealer Manager with a copy of any such Sub-Agent agreement and/or a certificate from the Sub-Placement Agent Dealer to the effect that the Sub-Placement Agent Dealer is in compliance with Section 13(b) with respect to such Sub-Agent. The Sub-Placement Agent Dealer undertakes to terminate with immediate effect the appointment of any Sub-Agent upon the instruction of the Placement AgentDealer Manager. The Sub-Placement Agent Dealer shall remain liable for any act (or failure to act) of any of its Sub-Agents that would be a breach of the terms of this Agreement had it been committed or taken by the Sub-Placement AgentDealer. (d) The Sub-Placement Agent Dealer hereby covenants, represents and warrants to the Placement Agent Dealer Manager that no portion of the fees received by the Sub-Placement Agent Dealer in connection with its services hereunder shall be remitted or otherwise paid to any third party (including any finder or lobbyist) by the Sub-Placement AgentDealer, other than a Sub-Agent as provided in the sentence above, without the prior written consent of the Placement AgentDealer Manager, which may be given or withheld in the Placement AgentDealer Manager’s sole discretion.

Sub-Agents. (a) The Sub-Placement Agent Dealer shall not engage or retain, or assign or delegate its rights or obligations hereunder to, any affiliated or unaffiliated sub-agent to assist the Sub-Placement Agent Dealer with the offer, sale, marketing or promotion of Units or Shares without the prior written approval of the Placement Agent Dealer Manager (“Sub-Agents”). (b) The Sub-Placement Agent Dealer undertakes to cause each approved Sub-Agent to enter into an agreement with the Sub-Placement AgentDealer, which agreement shall include all of the undertakings, agreements, representations, warranties and covenants made by the Sub-Placement Agent Dealer to the METI US BXHF Parties hereunder mutatis mutandis. Such agreement shall also prohibit further delegation unless the prior written consent of the Placement Agent Dealer Manager is given. The Sub-Placement Agent Dealer shall review the services provided by each of its Sub-Agents (if any) on an ongoing basis and make each Sub-Agent (if any) aware of the requirement to review the services provided by each Sub-Agent’s delegate (if any) on an ongoing basis. (c) Upon the request of the Placement AgentDealer Manager, the Sub-Placement Agent Dealer shall provide the Placement Agent Dealer Manager with a copy of any such Sub-Agent agreement and/or a certificate from the Sub-Placement Agent Dealer to the effect that the Sub-Placement Agent Dealer is in compliance with Section 13(b) with respect to such Sub-Agent. The Sub-Placement Agent Dealer undertakes to terminate with immediate effect the appointment of any Sub-Agent upon the instruction of the Placement AgentDealer Manager. The Sub-Placement Agent Dealer shall remain liable for any act (or failure to act) of any of its Sub-Agents that would be a breach of the terms of this Agreement had it been committed or taken by the Sub-Placement AgentDealer. (d) The Sub-Placement Agent Dealer hereby covenants, represents and warrants to the Placement Agent Dealer Manager that no portion of the fees received by the Sub-Placement Agent Dealer in connection with its services hereunder shall be remitted or otherwise paid to any third party (including any finder or lobbyist) by the Sub-Placement AgentDealer, other than a Sub-Agent as provided in the sentence above, without the prior written consent of the Placement AgentDealer Manager, which may be given or withheld in the Placement AgentDealer Manager’s sole discretion.

Sub-Agents. (a) The Sub-Placement Agent Dealer shall not engage or retain, or assign or delegate its rights or obligations hereunder to, any affiliated or unaffiliated sub-agent to assist the Sub-Placement Agent Dealer in the offer, sale, marketing or promotion of Units without . With the prior written approval of the Placement Agent Dealer Manager, however, the Dealer may engage or retain, or assign or delegate its rights or obligations hereunder to, any affiliated sub-agent to assist the Dealer with administrative services only (“Sub-Agents”). (b) . The Sub-Placement Agent Dealer undertakes to cause each approved Sub-Agent to enter into an agreement with the Sub-Placement AgentDealer, which agreement shall include all of the undertakings, agreements, representations, warranties and covenants made by the Sub-Placement Agent Dealer to the METI US Ares Parties hereunder mutatis mutandis. Such agreement shall also prohibit further delegation unless the prior written consent of the Placement Agent Dealer Manager is given. The Sub-Placement Agent Dealer shall review the services provided by each of its Sub-Agents (if any) on an ongoing basis and make each Sub-Agent (if any) aware of the requirement to review the services provided by each Sub-Agent’s delegate (if any) on an ongoing basis. (c) . Upon the request of the Placement AgentDealer Manager, the Sub-Placement Agent Dealer shall provide the Placement Agent Dealer Manager with a copy of any such Subsub-Agent agent agreement and/or a certificate from the Sub-Placement Agent Dealer to the effect that the Sub-Placement Agent Dealer is in compliance with paragraph two of this Section 13(b) XV with respect to such Sub-Agent. The Sub-Placement Agent Dealer undertakes to terminate with immediate effect the appointment of any Sub-Agent upon the instruction of the Placement AgentDealer Manager. The Sub-Placement Agent Dealer shall remain liable for any act (or failure to act) of any of its Sub-Agents that would be a breach of the terms of this Agreement had it been committed or taken by the Sub-Placement Agent. (d) Dealer. The Sub-Placement Agent Dealer hereby covenants, represents and warrants to the Placement Agent Dealer Manager that no portion of the fees received by the Sub-Placement Agent Dealer in connection with its services hereunder shall be remitted or otherwise paid to any third party (including any finder or lobbyist) by the Sub-Placement AgentDealer, other than a Sub-Agent as provided in the sentence above, without the prior written consent of the Placement AgentDealer Manager, which may be given or withheld in the Placement AgentDealer Manager’s sole discretion.

Sub-Agents. (a) The Sub-Placement Agent Dealer shall not engage or retain, or assign or delegate its rights or obligations hereunder to, any affiliated or unaffiliated sub-agent to assist the Sub-Placement Agent Dealer the offer, sale, marketing or promotion of Units without the prior written approval of the Placement Agent Dealer Manager (“Sub-Agents”). (b) The Sub-Placement Agent Dealer undertakes to cause each approved Sub-Agent to enter into an agreement with the Sub-Placement AgentDealer, which agreement shall include all of the undertakings, agreements, representations, warranties and covenants made by the Sub-Placement Agent Dealer to the METI US T-POP Parties hereunder mutatis mutandis. Such agreement shall also prohibit further delegation unless the prior written consent of the Placement Agent Dealer Manager is given. The Sub-Placement Agent Dealer shall review the services provided by each of its Sub-Agents (if any) on an ongoing basis and make each Sub-Agent (if any) aware of the requirement to review the services provided by each Sub-Agent’s delegate (if any) on an ongoing basis. (c) Upon the request of the Placement AgentDealer Manager, the Sub-Placement Agent Dealer shall provide the Placement Agent Dealer Manager with a copy of any such Sub-Agent agreement and/or a certificate from the Sub-Placement Agent Dealer to the effect that the Sub-Placement Agent Dealer is in compliance with Section 13(b) with respect to such Sub-Agent. The Sub-Placement Agent Dealer undertakes to terminate with immediate effect the appointment of any Sub-Agent upon the instruction of the Placement AgentDealer Manager. The Sub-Placement Agent Dealer shall remain liable for any act (or failure to act) of any of its Sub-Agents that would be a breach of the terms of this Agreement had it been committed or taken by the Sub-Placement AgentDealer. (d) The Sub-Placement Agent Dealer hereby covenants, represents and warrants to the Placement Agent Dealer Manager that no portion of the fees received by the Sub-Placement Agent Dealer in connection with its services hereunder shall be remitted or otherwise paid to any third party (including any finder or lobbyist) by the Sub-Placement AgentDealer, other than a Sub-Agent as provided in the sentence above, without the prior written consent of the Placement AgentDealer Manager, which may be given or withheld in the Placement AgentDealer Manager’s sole discretion.

Sub-Agents. (a) The Sub-Placement Agent Dealer shall not engage or retain, or assign or delegate its rights or obligations hereunder to, any affiliated or unaffiliated sub-agent to assist the Sub-Placement Agent Dealer the offer, sale, marketing or promotion of Units without the prior written approval of the Placement Agent Dealer Manager (“Sub-Agents”). (b) The Sub-Placement Agent Dealer undertakes to cause each approved Sub-Agent to enter into an agreement with the Sub-Placement AgentDealer, which agreement shall include all of the undertakings, agreements, representations, warranties and covenants made by the Sub-Placement Agent Dealer to the METI US BXPE Parties hereunder mutatis mutandis. Such agreement shall also prohibit further delegation unless the prior written consent of the Placement Agent Dealer Manager is given. The Sub-Placement Agent Dealer shall review the services provided by each of its Sub-Agents (if any) on an ongoing basis and make each Sub-Agent (if any) aware of the requirement to review the services provided by each Sub-Agent’s delegate (if any) on an ongoing basis. (c) Upon the request of the Placement AgentDealer Manager, the Sub-Placement Agent Dealer shall provide the Placement Agent Dealer Manager with a copy of any such Sub-Agent agreement and/or a certificate from the Sub-Placement Agent Dealer to the effect that the Sub-Placement Agent Dealer is in compliance with Section 13(b) with respect to such Sub-Agent. The Sub-Placement Agent Dealer undertakes to terminate with immediate effect the appointment of any Sub-Agent upon the instruction of the Placement AgentDealer Manager. The Sub-Placement Agent Dealer shall remain liable for any act (or failure to act) of any of its Sub-Agents that would be a breach of the terms of this Agreement had it been committed or taken by the Sub-Placement AgentDealer. (d) The Sub-Placement Agent Dealer hereby covenants, represents and warrants to the Placement Agent Dealer Manager that no portion of the fees received by the Sub-Placement Agent Dealer in connection with its services hereunder shall be remitted or otherwise paid to any third party (including any finder or lobbyist) by the Sub-Placement AgentDealer, other than a Sub-Agent as provided in the sentence above, without the prior written consent of the Placement AgentDealer Manager, which may be given or withheld in the Placement AgentDealer Manager’s sole discretion.