Authorization of Actions to Be Taken by the Collateral Agent Under the Security Documents. (a) Subject to the provisions of the applicable Security Documents, each Holder, by acceptance of the Notes, appoints U.S. Bank National Association as Collateral Agent consents to the terms of and agrees that the Collateral Agent shall, and the Collateral Agent is hereby authorized and directed to, execute and deliver the Security Documents to which it is a party and all agreements, documents and instruments incidental thereto, binding the Holders to the terms thereof, and act in accordance with the terms thereof. For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or the Security Documents and whenever reference is made in this Indenture to any action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression or satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood in all cases that the Collateral Agent shall not be required to make or give and shall be fully protected in not making or giving any determination, consent, approval, request or direction without the written direction of the Holders of the Minimum Principal Amount of the then outstanding Notes, the Trustee or the Company, as applicable. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto. Further, the Collateral Agent shall be under no obligation to exercise any of its rights and powers under this Indenture at the request or direction of any Holders, unless such Holder shall have offered to the Collateral Agent security and indemnity satisfactory to the Collateral Agent against any loss, cost, liability or expense which might be incurred by the Collateral Agent in compliance with such direction or request and then only to the extent required by the terms of this Indenture.
(b) No provision of the Indenture Documents shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereund...
Authorization of Actions to Be Taken by the Collateral Agent Under the Security Documents. (a) The Holders agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each Holder, by accepting such Note and the Trustee hereby appoints JPMorgan Chase Bank, N.A. (and any of its successors) as collateral agent under the Security Documents and consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform the Security Documents in each of its capacities thereunder.
(b) The Collateral Agent is authorized to receive any funds for the benefit of the Holders distributed under the Security Documents, and to make further distributions of such funds to the Holders according to the provisions hereof and thereof.
(c) The Issuer and the Holders each acknowledge that the Trustee may, but is not required to, act as collateral agent under any of the Security Documents.
Authorization of Actions to Be Taken by the Collateral Agent Under the Security Documents. The Holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each Holder of a Note, by accepting such Note, agrees, acknowledges and consents to the terms (including, but not limited to, waivers, representations and covenants) of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform the Security Documents in each of its capacities thereunder.
Authorization of Actions to Be Taken by the Collateral Agent Under the Security Documents. In acting hereunder and under the Security Documents, the Holders, the Issuer and the Guarantors agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Trustee hereunder as if such were provided to the Collateral Agent. Furthermore, each Holder of a Note, by accepting such Note, appoints The Bank of New York Mellon Trust Company, N.A. as its collateral agent, and consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform the Security Documents in each of its capacities thereunder.
Authorization of Actions to Be Taken by the Collateral Agent Under the Security Documents. The Holders of Securities agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each holder of a Security, by accepting such Security, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform the Security Documents in each of its capacities thereunder.
Authorization of Actions to Be Taken by the Collateral Agent Under the Security Documents. The holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Trustee under Article VII hereof, including the compensation and indemnification provisions set forth in Section 7.7 (with the references to the Trustee therein being deemed to refer to the Collateral Agent). Furthermore, each holder of a Note, by accepting such Note, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform the duties provided for in the Security Documents in each of its capacities thereunder, including, without limitation, the Collateral Agent’s compliance with Section 12.1(p) of the Security Agreement.
Authorization of Actions to Be Taken by the Collateral Agent Under the Security Documents. In acting hereunder and under the Security Documents, the Holders, the Issuer and the Guarantors agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Trustee hereunder as if such were provided to the Collateral Agent. Furthermore, each holder of a Note, by accepting such Note, appoints U.S. Bank National Association as its collateral agent, and consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform the Security Documents in each of its capacities thereunder and U.S. Bank National Association hereby accepts such appointment.
Authorization of Actions to Be Taken by the Collateral Agent Under the Security Documents. (a) U.S. Bank National Association is hereby appointed to act in its capacity as the Collateral Agent, as mortgage trustee under the Ship Mortgages, and as “Authorized Representative,” the “Senior Representative” and, if it becomes the “Major Additional Senior Representative” under the Intercreditor Agreement, the “Controlling Agent” of the Holders under the Intercreditor Agreement. Subject to the provisions of the Intercreditor Agreement and the applicable Security Documents:
(1) the Collateral Agent shall execute and deliver the Security Documents and act in accordance with the terms thereof;
(2) the Collateral Agent may, in its sole discretion and without the consent of the Trustee or the Holders, take all actions it deems necessary or appropriate in order to:
(A) enforce any of the terms of the Security Documents; and
(B) collect and receive any and all amounts payable in respect of the Note Obligations of the Issuer and the Guarantors to the Holders, the Collateral Agent or the Trustee under this Indenture, the Notes, the Notes Guarantees and the Security Documents.
(b) The Trustee on behalf of itself and the Holders hereby appoints the Collateral Agent, as trustee to hold the Ship Mortgages, and the Collateral Agent hereby accepts such appointment and declares that it will hold the Ship Mortgages in trust under the terms set forth in the Ship Mortgages for the use and benefit of the Holders in accordance with and subject to all of the terms and conditions contained in this Agreement, and agrees to perform the same and to receive, manage and disburse all monies at any time constituting part of the Collateral in accordance with the terms hereof. The Collateral Agent , in so receiving, managing, and disbursing such monies, shall exercise the same degree of care that is customarily used by similar institutions in similar circumstances.
Authorization of Actions to Be Taken by the Collateral Agent Under the Security Documents. Subject to the provisions of the Security Documents:
(a) the Collateral Agent may, in its sole discretion and without the consent of the Holders, take all actions it deems necessary or appropriate in order to (i) enforce any of the terms of the Security Documents and (ii) collect and receive any and all amounts payable in respect of the obligations of the Issuer and any Guarantors hereunder and under the Security Documents; and
(b) the Collateral Agent shall have power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any act that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders in the Collateral (including the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest thereunder or be prejudicial to the interests of the Holders or of the Collateral Agent).
Authorization of Actions to Be Taken by the Collateral Agent Under the Security Documents. In acting hereunder and under the Security Documents, the Holders, the Issuer and the Guarantors agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Trustee hereunder as if such were provided to the Collateral Agent (for the avoidance of doubt, the standard of care applicable to the Collateral Agent shall be gross negligence). They shall be in addition and not substitution of any other right, privileges, protections, immunities and benefits in favor of the Collateral Agent in this Indenture and any Security Documents.
