Common use of First Lien Collateral Agent Clause in Contracts

First Lien Collateral Agent. (a) The First Lien Trustee and each of the holders of the Notes, by acceptance of the Notes, hereby designates and appoints the First Lien Collateral Agent as its agent under the Note Documents and the First Lien Trustee and each of the holders of the Notes, by acceptance of the Notes, hereby irrevocably authorizes the First Lien Collateral Agent to take such action on its behalf under the provisions of the Note Documents and to exercise such powers and perform such duties as are expressly delegated to the First Lien Collateral Agent by the terms of the Note Documents, and consents and agrees to the terms of the Intercreditor Agreements and each First Lien Collateral Document, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. The First Lien Collateral Agent agrees to act as such on the express conditions contained in this Section 13.08. The provisions of this Section 13.08 are solely for the benefit of the First Lien Collateral Agent and none of the First Lien Trustee, any of the holders of the Notes nor any of the Issuers or Guarantors shall have any rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 13.03. Each holder of the Notes agrees that any action taken by the First Lien Collateral Agent in accordance with the provision of the Note Documents, and the exercise by the First Lien Collateral Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all holders of the Notes. Notwithstanding any provision to the contrary contained elsewhere in the Note Documents, the duties of the First Lien Collateral Agent shall be ministerial and administrative in nature, and the First Lien Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the other Note Documents to which the First Lien Collateral Agent is a party, nor shall the First Lien Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the First Lien Trustee, any holder of the Notes or any Issuer or Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Note Documents exist against the First Lien Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the First Lien Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

First Lien Collateral Agent. (a) The First Lien Trustee and each of the holders of the Notes, by acceptance of the Notes, hereby designates and appoints the First Lien Collateral Agent as its agent under the Note Documents and the First Lien Trustee and each of the holders of the Notes, by acceptance of the Notes, hereby irrevocably authorizes the First Lien Collateral Agent to take such action on its behalf under the provisions of the Note Documents and to exercise such powers and perform such duties as are expressly delegated to the First Lien Collateral Agent by the terms of the Note Documents, and consents and agrees to the terms of the Intercreditor Agreements and each First Lien Collateral Document, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. The First Lien Collateral Agent agrees to act as such on the express conditions contained in this Section 13.08. The provisions of this Section 13.08 are solely for the benefit of the First Lien Collateral Agent and none of the First Lien Trustee, any of the holders of the Notes nor any of the Issuers or Guarantors shall have any rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 13.03. Each holder of the Notes agrees that any action taken by the First Lien Collateral Agent in accordance with the provision of the Note Documents, and the exercise by the First Lien Collateral Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all holders of the Notes. Notwithstanding any provision to the contrary contained elsewhere in the Note Documents, the duties of the First Lien Collateral Agent shall be ministerial and administrative in nature, and the First Lien Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the other Note Documents to which the First Lien Collateral Agent is a party, nor shall the First Lien Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the First Lien Trustee, any holder of the Notes or any the Issuer, the US Co-Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Note Documents exist against the First Lien Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the First Lien Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

First Lien Collateral Agent. (a) The First Lien Trustee and each of the holders of the Notes, Holders by acceptance of the Notes, Notes hereby designates designate and appoints appoint the First Lien Collateral Agent as its the Trustee’s and the Holders’ collateral agent under the Note Documents Collateral Documents, and the First Lien Trustee and each of the holders of the Notes, Holders by acceptance of the Notes, Notes hereby irrevocably authorizes authorize the First Lien Collateral Agent to execute and deliver the Collateral Documents as First Lien Collateral Agent and as the independent and separate creditor of the “Parallel Debt” as defined pursuant to any Pledge Agreement, and to take such action on its their behalf under the provisions of the Note Collateral Documents and to exercise such powers and perform such duties as are expressly delegated to the First Lien Collateral Agent by the terms of this Indenture and the Note Collateral Documents, and consents and agrees to the terms of the Intercreditor Agreements and each First Lien Collateral Document, together with such powers as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective termsare reasonably incidental thereto. The First Lien Collateral Agent xxxxxx accepts such designation and appointment and agrees to act as such on the express conditions contained in this Section 13.08. The provisions of this Section 13.08 are solely for the benefit of the First Lien Collateral Agent and none as the independent and separate creditor of the First Lien Trustee, “Parallel Debt” pursuant to any of Pledge Agreement on the holders of the Notes nor any of the Issuers or Guarantors shall have any rights as a third party beneficiary of any of the provisions conditions contained herein other than as expressly provided in this Section 13.0311.06. Each holder of the Notes Holder agrees that any action taken by the First Lien Collateral Agent in accordance with the provision provisions of this Indenture and the Note Collateral Documents, and the exercise by the First Lien Collateral Agent (including as the independent and separate creditor of the Parallel Debt pursuant to any Pledge Agreement) of any rights or remedies set forth herein and therein therein, shall be authorized and binding upon all holders Holders. The First Lien Collateral Agent may resign and its successor appointed in accordance with the terms of Section 7.07. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Notes are deemed to have authorized the Trustee, as applicable, to (i) enter into the Intercreditor Agreement and the Collateral Agency Agreement, (ii) bind the Holders on the terms as set forth in the Intercreditor Agreement and the Collateral Agency Agreement, (iii) perform and observe its obligations and exercise its rights and powers under the Intercreditor Agreement and the Collateral Agency Agreement, including entering into amendments permitted by the terms of this Indenture, the Intercreditor Agreement and the other Collateral Documents and (iv) cause the First Lien Collateral Agent to enter into and perform its obligations under the Collateral Documents. The First Lien Collateral Agent (including as the independent and 117 separate creditor of the NotesParallel Debt pursuant to any Pledge Agreement) is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Notes are deemed to have authorized the First Lien Collateral Agent (including as the independent and separate creditor of the Parallel Debt pursuant to any Pledge Agreement), to (i) enter into the Collateral Documents to which it is a party, (ii) bind the Trustee and the Holders on the terms as set forth in such Collateral Documents and (iii) perform and observe its obligations and exercise its rights and powers under such Collateral Documents, including entering into amendments permitted by the terms of this Indenture or the Collateral Documents. Notwithstanding any provision Each Holder, by its acceptance of a Note, is deemed to have consented and agreed to the terms of the Intercreditor Agreement and each other Collateral Document, as originally in effect and as amended, restated, replaced, supplemented or modified from time to time in accordance with its terms or the terms of this Indenture. Each of the Trustee and the Holders by acquiring the Notes is hereby deemed to (i) agree that it will be bound by and will take no actions contrary contained elsewhere to the provisions of the Intercreditor Agreement and (ii) acknowledge that it has received a copy of the Intercreditor Agreement and that the exercise of certain of the Trustee’s rights and remedies hereunder may be subject to, and restricted by, the provisions of the Intercreditor Agreement. In the case of any Intercreditor Agreement, the Collateral Agency Agreement and each other Collateral Document (or any amendment or supplement thereto) to be entered into after the Issue Date, the Trustee or the First Lien Collateral Agent, as applicable, shall execute and deliver such document in accordance with, and upon receipt of, a Collateral Document Order (as defined in the Note last paragraph of this Section 11.06) as to which it may conclusively rely without liability, in addition to any other requirements set forth in this Indenture. In doing so, the Trustee and the First Lien Collateral Agent are not responsible for the terms or contents of such Collateral Documents, or for the duties validity or enforceability thereof, or the sufficiency thereof for any purpose. Each of the Holders by acquiring the Notes is hereby deemed to direct the Trustee to appoint, and by the First Lien Collateral Agent’s acceptance of each Mortgage is deemed to appoint on behalf of each of the Holders with respect to each such Mortgage, the First Lien Collateral Agent as its mortgagee trustee to (i) receive, hold, administer and enforce the Mortgages covering the Collateral Vessels, and (ii) act on its behalf with regard to (a) the security, powers, rights, titles, benefits and interests (both present and future) constituted by and conferred thereon under, or pursuant to each such Mortgage (including, without limitation, the benefit of all covenants, undertakings, representations, warranties and obligations given, made or undertaken by the Company or the relevant Restricted Subsidiaries in each such Mortgage), (b) all monies, property and other assets paid or transferred thereto or vested therein or in any agent thereof or received or recovered thereby or by any agent thereof pursuant to, or in connection with, each such Mortgage, whether from the Company, a Restricted Subsidiaries or any other person, and (c) all monies, investments, property or other assets at any time representing or deriving from any of the foregoing, including all interest, income and other sums at any time received or receivable thereby or by any agent thereof in respect of the same (or any part thereof), all as contemplated under the Intercreditor Agreement. The First Lien Collateral Agent shall have no obligation whatsoever to the Trustee or any of the Holders to assure that the Collateral exists or is owned by the Company or any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the First Lien Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantors’ property constituting Collateral intended to be subject to the Lien and security interest of the Collateral Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto. The First Lien Collateral Agent shall have no obligation to exercise in any particular manner or under any duty of disclosure or fidelity, any of the rights, authorities and powers granted or available to the First Lien Collateral Agent pursuant to this Indenture or any Collateral Document. The grant of permissive rights or powers to the First Lien Collateral Agent shall not be ministerial construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the First Lien Collateral Agent or Trustee to file financing statements or continuation statements or file or record any document or instrument, or be responsible for perfecting or maintaining the security interests purported to be created by the Collateral Documents and administrative in naturesuch responsibility shall be solely that of the Company, nor shall the First Lien Collateral Agent or the Trustee be responsible for, and neither the First Lien Collateral Agent nor the Trustee makes any representation regarding, the validity, effectiveness or priority of any of the Collateral Documents or the security interests or Liens intended to be created thereby. Notwithstanding anything to the contrary set forth in any Collateral Document, the Collateral Agent shall not be required to take any enforcement action outside of the United States; provided that the Collateral Agent will cooperate with the Holders and the Company in the appointment of a sub agent with respect to enforcement actions outside of the United States. Notwithstanding anything else to the contrary herein, the First Lien Collateral Agent shall not have any duties duty to take any discretionary action or responsibilitiesexercise any discretionary powers. Whether or not expressly stated therein, except those expressly in acting under any Collateral Document, the First Lien Collateral Agent shall be entitled to all of the rights, privileges, immunities and indemnities granted to it under this Indenture, as if such rights, privileges, immunities or indemnities were set forth herein in such Collateral Document. The First Lien Collateral Agent shall be entitled to all of the rights, privileges, immunities and indemnities granted to the Trustee. Neither the Trustee nor the First Lien Collateral Agent shall be liable or responsible for the failure of the Company or any Guarantors to maintain insurance on the Collateral, nor shall either of them be responsible for any loss due to the insufficiency of such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company, the Guarantors, the Trustee, the First Lien Collateral Agent or any other Person. Upon the receipt by the First Lien Collateral Agent of a written request of the Company signed by an Officer of the Company (a “Collateral Document Order”), in connection with actions permitted under this Indenture and the other Note Documents to which Documents, the First Lien Collateral Agent is a partyhereby authorized to execute and deliver, nor and shall execute and deliver (without any liability or obligation to review or negotiate the terms of such document), without the further consent of any Holder, any Collateral Document or amendment or supplement thereto to be executed after the Issue Date; provided that (i) the entry into such Collateral Document, amendment, or supplement is authorized and permitted under this Indenture and the other Note Documents and (ii) the First Lien Collateral Agent have shall not be required to execute or be deemed to have deliver any trust or other fiduciary relationship with the First Lien Trustee119 such Collateral Document which, any holder of the Notes or any Issuer or Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Note Documents exist against in the First Lien Collateral Agent. Without limiting ’s reasonable opinion, is reasonably likely to adversely affect the generality rights, duties, liabilities or immunities of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the First Lien Collateral Agent or that the First Lien Collateral Agent determines is not intended reasonably likely to connote any fiduciary involve the First Lien Collateral Agent in personal liability. Such Collateral Document Order (which may be included in the Officers’ Certificate required to be delivered pursuant to Section 12.02(a) hereof) shall (A) certify that the execution and delivery of the Collateral Document being requested in such Collateral Document Order is authorized and permitted under this Indenture and the other Note Documents, (B) instruct the First Lien Collateral Agent to execute and deliver such Collateral Document and (C) be accompanied by an Opinion of Counsel stating that the entry into such Collateral Document, amendment or supplement is authorized and permitted under this Indenture and the other implied (Note Documents and that all conditions precedent to the execution and delivery of such Collateral Document, amendment or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting partiessupplement have been satisfied.