Collateral Agent Direction Sample Clauses

Collateral Agent Direction. The Administrative Agent (on behalf of the Required Lenders) hereby authorizes and directs the Collateral Agent to execute and deliver this Fifth Amendment and any Collateral Documents in connection therewith. ​ [Signature pages follow] ​ ​ ​ -8- ​ ​ ‌ ​ ‌ ​ ​ EXECUTED to be effective as of the date first above written. BORROWER: TRANSOCEAN INC. By:/s/ Xxxxx Xxxxxxxx ​ ​ Name: Xxxxx Xxxxxxxx Title:President ​ ​ ​ ​ ‌ ​ ‌ ​ ​ Solely for purposes of Sections 3 through 13: GUARANTORS TRANSOCEAN LTD. ​ By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Corporate Secretary ​ TRANSOCEAN ASSET HOLDINGS 1 LIMITED ​ By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: President ​ TRANSOCEAN ASSET HOLDINGS 2 LIMITED ​ By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: President ​ TRANSOCEAN ASSET HOLDINGS 3 LIMITED ​ By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: President ​ TRANSOCEAN SUB ASSET HOLDINGS 1 LIMITED ​ By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: President ​ TRANSOCEAN SUB ASSET HOLDINGS 2 LIMITED ​ By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: President ​ TRANSOCEAN SUB ASSET HOLDINGS 3 LIMITED ​ ​ ‌ ​ ‌ ​ ​ ​ By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: President ​ TRITON VOYAGER ASSET LEASING GMBH ​ ​ By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director ​ TRANSOCEAN BARENTS ASA ​ By:/s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title:Director ​ TRANSOCEAN SPITSBERGEN ASA ​ By:/s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title:Director ​ TRANSOCEAN SKYROS LIMITED ​ By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: President ​ TRITON KG2 GMBH ​ By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director ​ ​ By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director ​ ​ DRILLSHIP KITHIRA OWNERS INC. ​ ​ ​ ‌ ​ ‌ ​ ​ By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: President ​ TRITON MYKONOS LLC ​ By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title:Managing Director ​ ​ By:/s/ Eamonn Xxxx X’Xxx Name: Eamonn Xxxx X’Xxx Title: Managing Director ​ ​ TRITON CORCOVADO LLC ​ By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title:Managing Director ​ ​ By:/s/ Eamonn Xxxx X’Xxx Name: Eamonn Xxxx X’Xxx Title: Managing Director ​ ​ ​ ‌ ​ ‌ ​ ​ Solely for purposes of Sections 3 through 13: ​ OTHER TRANSACTION PARTIES: ​ TRANSOCEAN OFFSHORE DEEPWATER DRILLING INC. ​ By: /s/ Xxxxx Tonnel Name: Xxxxx Tonnel Title:Senior Vice President, Chief Accounting Officer ​ TRANSOCEAN CANADA DRILLING SERVICES LTD. ​ By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: President ​ GLOBALSANTAF...
Sample 1
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Collateral Agent Direction. The Administrative Agent (on behalf of the Required Lenders) hereby authorizes and directs the Collateral Agent to execute and deliver this Fourth Amendment and any Collateral Documents in connection therewith. ​ [Signature pages follow.] ​ ​ ​ ​ -6- ​ ​ ‌ ​ ‌ ​ ​ EXECUTED to be effective as of the date first above written. BORROWER: TRANSOCEAN INC. By:/s/Xxxxx Xxxxxxxx​ ​ Name: Xxxxx Xxxxxxxx Title:President ​ ​ ​ ​ ‌ ​ ‌ ​ ​ ​ GUARANTORS TRANSOCEAN ASSET HOLDINGS 1 LIMITED By:/s/Xxxxx Xxxxxxxx​ ​ Name: Xxxxx Xxxxxxxx Title:President TRANSOCEAN ASSET HOLDINGS 2 LIMITED By:/s/Xxxxx Xxxxxxxx​ ​ Name: Xxxxx Xxxxxxxx Title:President TRANSOCEAN ASSET HOLDINGS 3 LIMITED By:/s/Xxxxx Xxxxxxxx​ ​ Name: Xxxxx Xxxxxxxx Title:President ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Sample 1

Related to Collateral Agent Direction

  • Collateral Agent (a) The Trustee and each of the Holders by acceptance of the Notes hereby designates and appoints the Collateral Agent as its agent under this Indenture, the Collateral Documents and the Intercreditor Agreements and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreements and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Collateral Documents and the Intercreditor Agreements, and consents and agrees to the terms of the Intercreditor Agreements and each 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 Collateral Agent agrees to act as such on the express conditions contained in this Section 12.9. The provisions of this Section 12.9 are solely for the benefit of the Collateral Agent and none of the Trustee, any of the Holders nor any of the Grantors shall have any rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 12.4. Each Holder agrees that any action taken by the Collateral Agent in accordance with the provision of this Indenture, the Intercreditor Agreements and the Collateral Documents, and the exercise by the Collateral Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Collateral Documents and the Intercreditor Agreements, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the other Notes Documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder or any Grantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Collateral Documents and the Intercreditor Agreements or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the 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.

  • Co-Collateral Agent If appropriate under Applicable Law, Agent may appoint a Person to serve as a co-collateral agent or separate collateral agent under any Loan Document. Each right, remedy and protection intended to be available to Agent under the Loan Documents shall also be vested in such agent. Secured Parties shall execute and deliver any instrument or agreement that Agent may request to effect such appointment. If any such agent shall die, dissolve, become incapable of acting, resign or be removed, then all the rights and remedies of the agent, to the extent permitted by Applicable Law, shall vest in and be exercised by Agent until appointment of a new agent.

  • Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact If any Pledgor shall fail to perform any covenants contained in this Agreement (including such Pledgor’s covenants to (i) pay the premiums in respect of all required insurance policies hereunder, (ii) pay and discharge any taxes, assessments and special assessments, levies, fees and governmental charges imposed upon or assessed against, and landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by operation of law against, all or any portion of the Pledged Collateral, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any obligations of such Pledgor under any Pledged Collateral) or if any representation or warranty on the part of any Pledgor contained herein shall be breached, the Collateral Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that the Collateral Agent shall in no event be bound to inquire into the validity of any tax, Lien, imposition or other obligation which such Pledgor fails to pay or perform as and when required hereby and which such Pledgor does not contest in accordance with the provisions of the Credit Agreement. Any and all amounts so expended by the Collateral Agent shall be paid by the Pledgors in accordance with the provisions of Section 11.03 of the Credit Agreement. Neither the provisions of this Section 11.2 nor any action taken by the Collateral Agent pursuant to the provisions of this Section 11.2 shall prevent any such failure to observe any covenant contained in this Agreement nor any breach of representation or warranty from constituting an Event of Default. Each Pledgor hereby appoints the Collateral Agent its attorney-in-fact, with full power and authority in the place and stead of such Pledgor and in the name of such Pledgor, or otherwise, from time to time in the Collateral Agent’s discretion to take any action and to execute any instrument consistent with the terms of the Credit Agreement, this Agreement and the other Security Documents which the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (but the Collateral Agent shall not be obligated to and shall have no liability to such Pledgor or any third party for failure to so do or take action). The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

  • Collateral Trustee (a) The Collateral Trustee will hold (directly or through co-trustees or agents) and, subject to the terms of the Intercreditor Agreement, will be entitled to enforce all Liens on the Collateral created by the Security Documents.

  • Separate Collateral Agent It is the intent of the parties that there shall be no violation of any Applicable Law denying or restricting the right of financial institutions to transact business in any jurisdiction. If Agent believes that it may be limited in the exercise of any rights or remedies under the Loan Documents due to any Applicable Law, Agent may appoint an additional Person who is not so limited, as a separate collateral agent or co-collateral agent. If Agent so appoints a collateral agent or co-collateral agent, each right and remedy intended to be available to Agent under the Loan Documents shall also be vested in such separate agent. Every covenant and obligation necessary to the exercise thereof by such agent shall run to and be enforceable by it as well as Agent. Lenders shall execute and deliver such documents as Agent deems appropriate to vest any rights or remedies in such agent. If any collateral agent or co-collateral agent shall die or dissolve, become incapable of acting, resign or be removed, then all the rights and remedies of such agent, to the extent permitted by Applicable Law, shall vest in and be exercised by Agent until appointment of a new agent.

  • Appointment of Collateral Agent Each Secured Party hereby irrevocably designates JPMorgan Chase Bank, N.A. as Collateral Agent under this Agreement and the other Loan Documents. The Secured Parties each hereby (i) irrevocably authorizes the Collateral Agent (x) to enter into the Loan Documents to which it is a party, and (y) at its discretion, to take or refrain from taking such actions as agent on its behalf and to exercise or refrain from exercising such powers under the Loan Documents as are delegated by the terms hereof or thereof, as appropriate, together with all powers reasonably incidental or related thereto, and (ii) agrees and consents to all of the provisions of the Security Documents. All Collateral shall be held or administered by the Collateral Agent (or its duly-appointed agent) for its own benefit and for the ratable benefit of the other Credit Parties. Any proceeds received by the Collateral Agent from the foreclosure, sale, lease or other disposition of any of the Collateral and any other proceeds received pursuant to the terms of the Security Documents or the other Loan Documents shall be paid over to the Administrative Agent for application as provided in this Agreement and the other Loan Documents. The Collateral Agent shall have no duties or responsibilities except as set forth in this Agreement and the other Loan Documents, nor shall it have any fiduciary relationship with any other Secured Party, and no implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Loan Documents or otherwise exist against the Collateral Agent.

  • Collateral Agent’s Duties The powers conferred on Collateral Agent hereunder are solely to protect Collateral Agent’s security interest in the Collateral, for the benefit of the Secured Parties, and shall not impose any duty upon Collateral Agent to exercise any such powers. Except for the safe custody of any Collateral in its actual possession and the accounting for moneys actually received by it hereunder, Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its actual possession if such Collateral is accorded treatment substantially equal to that which Collateral Agent accords its own property.

  • Successor Administrative Agent and Collateral Agent (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx and Bxxxxxxx. Upon any such notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxx, to appoint a successor Administrative Agent and Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and Collateral Agent hereunder.

  • Collateral Agent As Agent (a) UBS AG, Stamford Branch has been appointed to act as the Collateral Agent under the Credit Agreement, by the Lenders under the Credit Agreement and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including the release or substitution of Collateral), solely in accordance with this Security Agreement and the Credit Agreement, provided that the Collateral Agent shall exercise, or refrain from exercising, any remedies provided for in Section 5 in accordance with the instructions of Required Lenders. In furtherance of the foregoing provisions of this Section 7(a), each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, except to the extent specifically set forth in Section 5 of the Guarantee, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the ratable benefit of the applicable Lenders and Secured Parties in accordance with the terms of this Section 7(a).

  • Collateral Agent Compensation As compensation for its Collateral Agent activities hereunder, the Collateral Agent shall be entitled to a Collateral Agent Fee pursuant to the provision of Section 2.7(a)(1), Section 2.7(b)(1) or Section 2.8(1), as applicable. The Collateral Agent’s entitlement to receive the Collateral Agent Fee shall cease on the earlier to occur of: (i) its removal as Collateral Agent pursuant to Section 7.5 or (ii) the termination of this Agreement.

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