Common use of Collateral Agent Clause in Contracts

Collateral Agent. (a) U.S. Bank National Association shall initially act as Collateral Agent and shall be authorized to appoint co-Collateral Agents as necessary in its sole discretion. Except as otherwise explicitly provided herein or in the Security Documents or the Intercreditor Agreements, neither the Collateral Agent nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Notes Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Notes Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Notes Collateral or any part thereof. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Intercreditor Agreements or the Security Documents, 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 in this Indenture, in the Intercreditor Agreements and in the Security 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, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Intercreditor Agreements or the Security Documents or shall otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” or “Agent” in this Indenture, the Intercreditor Agreements and the Security Documents 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. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct or gross negligence (as determined by a final, non-appealable order of a court of competent jurisdiction).

Collateral Agent. (a) U.S. Bank National Association shall initially act as Collateral Agent and shall be authorized to appoint co-Collateral Agents as necessary in its sole discretion. Except as otherwise explicitly provided herein or in the Security Documents or the Intercreditor AgreementsDocuments, neither the Collateral Agent nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect 100 or realize upon any of the Notes Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Notes Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Notes Collateral or any part thereof. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Intercreditor Agreements Indenture or the Security Documents, 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 in this Indenture, in the Intercreditor Agreements Indenture and in the Security 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, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Intercreditor Agreements Indenture or the Security Documents or shall otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” or “Agent” in this Indenture, the Intercreditor Agreements Indenture and the Security Documents 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. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct or gross negligence (as determined by a final, non-appealable order of a court of competent jurisdiction).

Collateral Agent. Each Buyer hereby (a) U.S. Bank National Association shall initially act appoints the Bridge Agent, as the collateral agent hereunder and under the other Security Documents (in such capacity, the “Collateral Agent”), and (b) authorizes the Collateral Agent (and its officers, directors, employees and agents) to take such action on such Buyer’s behalf in accordance with the terms hereof and thereof. The Collateral Agent shall be authorized to appoint co-Collateral Agents as necessary not have, by reason hereof or any of the other Security Documents, a fiduciary relationship in its sole discretionrespect of any Buyer. Except as otherwise explicitly provided herein or in the Security Documents or the Intercreditor Agreements, neither Neither the Collateral Agent nor any of its officers, directors, employees or and agents shall be liable for failure have any liability to demand, collect or realize upon any of the Notes Collateral or Buyer for any delay action taken or omitted to be taken in doing so connection hereof or shall be under any obligation to sell or otherwise dispose of any Notes Collateral upon the request of any other Person or to take any other action whatsoever with regard Security Document except to the Notes Collateral extent caused by its own gross negligence or any part thereof. Notwithstanding any provision willful misconduct, and each Buyer agrees to the contrary contained elsewhere in this Indenturedefend, the Intercreditor Agreements or the Security Documentsprotect, the duties of indemnify and hold harmless 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 in this Indenture, in the Intercreditor Agreements and in the Security 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, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Intercreditor Agreements or the Security Documents or shall otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” or “Agent” in this Indenture, the Intercreditor Agreements and the Security Documents 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. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any all of its officers, directors, employees and agents (collectively, the “Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Indemnitee, whether direct, indirect or agents consequential, arising from or in connection with the performance by such Indemnitee of the duties and obligations of Collateral Agent pursuant hereto or any of the Security Documents. The Collateral Agent shall not be required to exercise any discretion or take any action, but shall be responsible for any required to act or failure to act hereunder, except for its own willful misconduct refrain from acting (and shall be fully protected in so acting or gross negligence (as determined by a final, non-appealable order refraining from acting) upon the instructions of the holders of a court majority in principal amount of competent jurisdiction)the Notes then outstanding, and such instructions shall be binding upon all holders of Notes; provided, however, that the Collateral Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to this Agreement or any other Transaction Document or applicable law. The Collateral Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by it.

Collateral Agent. (a) U.S. Bank National Association shall initially The Holder, by acceptance of the Note, hereby designates and appoint the Collateral Agent as its agent under the Security Documents and the Holder by acceptance of the Note, hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of this Note and the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Note and the Security Documents and consents and agrees to the terms of this Note and each Security Document (as applicable), 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 11.5. The Holder agrees that any action taken by the Collateral Agent in accordance with the provisions of this Note or the Security Documents (as applicable), and the exercise by the Collateral Agent of any rights or remedies set forth herein and therein shall be authorized to appoint co-Collateral Agents as necessary in its sole discretion. Except as otherwise explicitly provided herein or in the Security Documents or the Intercreditor Agreements, neither the Collateral Agent nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize and binding upon any of the Notes Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Notes Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Notes Collateral or any part thereofall Noteholders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Intercreditor Agreements Note or the Security Documents, Documents (as applicable) 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 in this Indenture, in the Intercreditor Agreements herein and in the Security Documents (as applicable) 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, the Issuer holder or any Guarantorgrantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this IndentureNote, the Intercreditor Agreements or the Security Documents or shall otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” or “Agent” in this Indenture, the Intercreditor Agreements and the Security Documents Note 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 custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct or gross negligence (as determined by a final, non-appealable order of a court of competent jurisdiction).

Collateral Agent. (a) The Collateral Agent may be delegated any one or more of the duties or rights of the Trustee hereunder or under the Collateral Documents or the Intercreditor Agreement. The Collateral Agent shall be a Person who would be eligible to act as Trustee under this Indenture. The Collateral Agent shall have the rights and duties as may be specified in an agreement between the Trustee and the Collateral Agent. By its acceptance of Securities, each Holder hereby appoints U.S. Bank National Association shall initially act as the initial Collateral Agent and shall be authorized to appoint co-Collateral Agents as necessary in its sole discretionAgent. Except as otherwise explicitly provided herein or in the Security Documents or the Intercreditor Agreements, neither Neither the Collateral Agent nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Notes Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Notes Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Notes Collateral or any part thereof. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Intercreditor Agreements or the Security Documents, the duties of The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s interest in the Collateral and shall be ministerial and administrative in nature, and not impose any duty upon the Collateral Agent shall not have to exercise any duties or responsibilities, except those expressly set forth in this Indenture, in the Intercreditor Agreements and in the Security 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, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Intercreditor Agreements or the Security Documents or shall otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” or “Agent” in this Indenture, the Intercreditor Agreements and the Security Documents 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 partiespowers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunderunder this Indenture, except for its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and non-appealable order or decision. Neither the Trustee nor the Collateral Agent makes any representation as to the value, sufficiency or condition of the Collateral or any part thereof, as to the title of the Company or Guarantor to the Collateral, as to the security afforded by this Indenture or any Collateral Document or, as to the validity, execution, enforceability, legality or sufficiency of this Indenture or any Collateral Document (whether now existing of hereafter entered into), and the Collateral Agent and Trustee shall incur no liability or responsibility in respect of any such matters. The Collateral Agent shall not be responsible for insuring the Collateral, for the payment of taxes, charges, assessments or liens upon the Collateral or otherwise as to the maintenance of the Collateral, except as provided in the immediately following sentence when the Collateral Agent has possession of the Collateral. The Collateral Agent and Trustee shall have no duty to the Company or to the Holders as to any Collateral in its possession or in the possession of someone under its control or in the possession or control of any agent or nominee of the Collateral Agent or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, except the duty to accord such of the Collateral as may be in its possession substantially the same care as it accords its own assets and the duty to account for monies received by it. The Collateral Agent and Trustee shall not be responsible for any loss suffered with respect to any investment permitted to be made under this Indenture and shall not be responsible for the consequences of any oversight or error of judgment whatsoever, except that the Collateral Agent may be liable for losses due to its willful misconduct or gross negligence (as determined by a final, non-appealable order of a court of competent jurisdiction)negligence.

Collateral Agent. (a) U.S. The Bank National Association of New York Mellon shall initially act as Collateral Agent and shall be authorized to appoint co-Collateral Agents as necessary in its sole discretion. Except as otherwise explicitly provided herein or in the Security Documents or the Intercreditor AgreementsDocuments, neither the Collateral Agent nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Notes Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Notes Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Notes Collateral or any part thereof. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Intercreditor Agreements Indenture or the Security Documents, 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 in this Indenture, in the Intercreditor Agreements Indenture and in the Security 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, Holder or the Issuer or any GuarantorCompany, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Intercreditor Agreements Indenture or the Security Documents or shall otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” or “Agent” in this Indenture, the Intercreditor Agreements Indenture and the Security Documents 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. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct or gross negligence (as determined by a final, non-appealable order of a court of competent jurisdiction).

Collateral Agent. (a) U.S. Bank National Association shall initially act as Collateral Agent and shall be authorized to appoint co-Collateral Agents as necessary in its sole discretion. Except as otherwise explicitly provided herein or in the Security Documents or the Intercreditor AgreementsDocuments, neither the Collateral Agent nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Notes Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose Dispose of any Notes Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Notes Collateral or any part thereof. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Intercreditor Agreements Indenture or the Security Documents, 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 in this Indenture, in the Intercreditor Agreements Indenture and in the Security 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, the Issuer or any the Parent Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Intercreditor Agreements Indenture or the Security Documents or shall otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” or “Agent” in this Indenture, the Intercreditor Agreements Indenture and the Security Documents 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. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct or gross negligence (as determined by a final, non-appealable order of a court of competent jurisdiction).

Collateral Agent. (a) U.S. The Bank National Association of New York Mellon shall initially act as Collateral Agent and shall be authorized to appoint co-Collateral Agents as necessary in its sole discretion. In the event the Trustee and the Collateral Agent shall at any time not be the same Person, the Collateral Agent shall take such actions under the Security Documents as are requested or instructed by the Trustee and as are not inconsistent with or contrary to the provisions of this Indenture or any Security Document. Except as otherwise explicitly provided herein or in the Security Documents or the Intercreditor AgreementsDocuments, neither the Collateral Agent nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Notes Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Notes Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Notes Collateral or any part thereof. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Intercreditor Agreements Indenture or the Security Documents, 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 in this Indenture, in the Intercreditor Agreements Indenture and in the Security 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, Holder or the Issuer or any GuarantorCompany, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Intercreditor Agreements Indenture or the Security Documents or shall otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” or “Agent” in this Indenture, the Intercreditor Agreements Indenture and the Security Documents 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. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct misconduct, bad faith or gross negligence (as determined by a final, non-appealable order of a court of competent jurisdiction).

Collateral Agent. (a) U.S. Bank National Association shall initially act as Collateral Agent and shall be authorized to appoint co-Collateral Agents as necessary in its sole discretion. Except as otherwise explicitly provided herein or in the Security Documents or the Intercreditor Agreements, neither the Collateral Agent nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Notes Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Notes Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Notes Collateral or any part thereof. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Intercreditor Agreements or the Security Documents, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the a)The Collateral Agent shall not have any duties or responsibilities, obligations except those expressly set forth in this Indenture, in the Intercreditor Agreements and in the Security 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, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Intercreditor Agreements or the Security Documents or shall otherwise exist against the Collateral AgentLoan Documents. Without limiting the generality of the foregoing sentenceforegoing, the use of the term “agent” or “Agent” in this Indenture, the Intercreditor Agreements and the Security Documents with reference to (a) the Collateral Agent is shall not intended be subject to connote any fiduciary or other implied (or express) obligations arising under agency doctrine duties, regardless of any applicable law. Instead, such term is used merely as a matter whether an Event of market custom Default has occurred and is intended continuing, and (b) the Collateral Agent shall not have any duty to create take any discretionary action or reflect only an administrative relationship between independent contracting partiesexercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Collateral Agent is required to exercise in writing by the Lead Lender. The Collateral Agent shall not be accountable only liable for amounts that any action taken or not taken by it actually receives as a result with the consent or at the request of the exercise Lead Lender or in the absence of such powers, its own gross negligence or willful misconduct. The Collateral Agent shall not be deemed to have knowledge of any Event of Default unless and neither until written notice thereof is given to the Collateral Agent nor any of its officersby Grantor, directors, employees or agents and the Collateral Agent shall not be responsible for or have any act duty to ascertain or failure inquire into (i) any statement, warranty or representation made by Grantor in this Agreement or in the Purchase Agreement or the Notes, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in this Agreement or in the Purchase Agreement or the Notes, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the Purchase Agreement, the Notes or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in this Agreement or in the Purchase Agreement or the Notes, other than to act hereunder, except for its own willful misconduct or gross negligence (as determined by a final, non-appealable order confirm receipt of a court of competent jurisdiction)items expressly required to be delivered to such Agent.

Collateral Agent. (a) U.S. Bank National Association shall initially act as Collateral Agent and shall be authorized Notwithstanding anything else to appoint co-Collateral Agents as necessary the contrary herein, whenever reference is made in its sole discretion. Except as otherwise explicitly provided herein or in the Security Documents this Indenture or the Collateral Documents (including the LGA/DCA Intercreditor AgreementsAgreement, neither any IP Intercreditor Agreement or any Other Junior First Intercreditor Agreement) to any discretionary 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 nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Notes Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Notes Collateral upon the request of any other Person or to take any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other action whatsoever with regard exercise of discretion, rights or remedies to be made (or not to be made) by the Notes Collateral or any part thereof. Notwithstanding any provision to the contrary contained elsewhere Agent, it is understood that in this Indenture, the Intercreditor Agreements or the Security Documents, the duties of all cases the Collateral Agent shall be ministerial and administrative fully justified in nature, and the Collateral Agent failing or refusing to take any such action if it shall not have any duties received written instruction, advice or responsibilitiesconcurrence from, except those expressly set forth in this Indenture, in the Intercreditor Agreements and in the Security 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 Holderas applicable, the Issuer Controlling Party or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations the Applicable Party (or liabilities Holders representing such number or percentage of outstanding aggregate principal of the Notes as shall be read into this Indentureexpressly provided for herein or in any other Collateral Document) in respect of such action and, the Intercreditor Agreements if it so requests, it shall first be indemnified to its satisfaction against any and all liability and expense which may be incurred by it by reason of taking or the Security Documents or shall otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” or “Agent” in this Indenture, the Intercreditor Agreements and the Security Documents with reference continuing to the Collateral Agent is not intended to connote take 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 partiesaction. The Collateral Agent shall be accountable only have no liability for amounts that it actually receives any failure or delay in taking any actions contemplated above as a result of a failure or delay on the exercise part of the Controlling Party, the Applicable Party or such powersHolders, and neither as applicable, to provide such instruction, advice or concurrence. This provision is intended solely for the benefit of the Collateral Agent nor 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. Subject to the foregoing (and the other provisions of its officersthis Section 12.15) and the terms of the Collateral Documents and any other applicable provisions of this Indenture, directors, employees the Collateral Agent shall take such action with respect to any Default or agents shall Event of Default as may be responsible for any act or failure to act hereunder, except for its own willful misconduct or gross negligence (as determined requested by a final, non-appealable order of a court of competent jurisdiction)the Controlling Party.

Collateral Agent. By acceptance of the benefits of this Agreement and the Security Documents each Lender and Agent, as applicable, (ai) U.S. Bank National Association consents to the appointment of Chase as the Collateral Agent hereunder and under the Security Documents and grants the Collateral Agent all rights and powers necessary for the Collateral Agent to perform its obligations hereunder and under the Security Documents, (ii) confirms that the Collateral Agent shall initially have the authority to act as the exclusive agent of such Lender or Agent, as applicable, to make claims under and otherwise act in all respects as the beneficiary of and for enforcement of any remedies under or with respect to any Security Document and the giving or withholding of any consent or approval relating to any Collateral Agent and shall be authorized to appoint co-Collateral Agents as necessary in its sole discretion. Except as otherwise explicitly provided herein or in the Security Documents or any obligations with respect thereto or otherwise take any action on behalf of such Lenders and Agents pursuant to and in accordance with this Agreement or the Intercreditor AgreementsSecurity Documents, neither (iii) acknowledges that the transactions contemplated by this Agreement will by their nature require the execution and delivery of certain amendments, modifications and supplements to the Loan Documents, and each Lender and Agent hereby agrees that the Collateral Agent nor is authorized, to execute, deliver, file and record any such amendment, modification or supplement necessary or desirable for any purpose not inconsistent with the terms of this Agreement or any other Loan Document or to cure any ambiguity or to correct or supplement any provision contained herein or in any other Loan Document which may be defective or inconsistent with any other provision contained herein or in any other Loan Document, or to make such other provisions in regard to matter or questions arising under this Agreement or any other Loan Document which shall not be inconsistent with the provisions of this Agreement or other Loan Document and which shall not adversely affect the interests of the Lenders or the Agents and (iv) agrees that such Lender or Agent, as applicable, shall not give any approval or consent relating to or bring any suit, action or proceeding to enforce any term or provision of the Security Documents or to enforce any of its rights in respect of the Collateral, except through the Collateral Agent in accordance with this Agreement and the Security Documents. Prior to the Conversion Date, the Collateral Agent shall make such demands and give such notices under any of the Security Documents, and to take such action to enforce the Security Documents and to foreclose upon, collect, dispose of or release the Collateral or any portion thereof, in each case as may be directed by the Required Lenders, except as otherwise set forth above. On or after the Conversion Date, the Collateral Agent shall take the actions contemplated in the immediately preceding sentence, in each case as directed by the Requisite Obligees, except as otherwise set forth above. The Collateral Agent shall consent to amendments, modifications or waivers to any of the Security Documents as directed in accordance with Section 10.6. The Collateral Agent may at any time, prior to the Conversion Date, request directions from the Required Lenders or, on or after the Conversion Date, the Requisite Obligees with respect to the Security Documents as to any course of action or other matter relating hereto or to such Security Documents. On or after the Conversion Date, directions given by the Requisite Obligees to the Collateral Agent shall be binding on all Secured Parties for all purposes (provided such directions do not conflict with the express terms of any Loan Document). As to any matters not expressly provided for by the Loan Documents, the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with instructions signed, at all times prior to the Conversion Date, by the Required Lenders, and at all times on or after the Conversion Date, by the Requisite Obligees, and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders or the Secured Parties, as applicable. The Collateral Agent shall not be required to take any action that is in its opinion contrary to Law or to the terms of any Loan Document, or which would in its opinion subject it or any of its officers, directors, employees or agents shall be liable for failure directors to demandliability. Each Lender and Agent shall, collect or realize upon any request of the Notes Collateral Agent, execute and deliver such further instruments and do such further acts as may be reasonably necessary or for any delay in doing so or shall be under any obligation appropriate to sell or otherwise dispose carry out more effectively the provisions of any Notes Collateral upon this Section 8.10 and the request other provisions of any other Person or to take any other action whatsoever with regard this Agreement and the Security Documents relating to the Notes intercreditor arrangements among the Secured Parties. Any and all amounts actually received (i) by the Collateral or any part thereof. Notwithstanding any provision to Agent in connection with the contrary contained elsewhere in this Indenture, the Intercreditor Agreements or enforcement of the Security Documents, (ii) in accordance with the duties Indenture or (iii) by the Collateral Agent as agent for the Secured Parties in connection with a distribution in a bankruptcy, insolvency or similar proceeding, including, without limitation, the proceeds of any collection, sale or other disposition of the Collateral or any portion thereof, shall be applied promptly by the Collateral Agent as provided for in the respective Security Documents. Until such amounts are so applied, the Collateral Agent shall be ministerial and administrative hold such amounts in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth its custody in this Indenture, in the Intercreditor Agreements and in the Security 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 accordance with the Trustee, any Holder, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Intercreditor Agreements or the Security Documents or shall otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” or “Agent” in this Indenture, the Intercreditor Agreements and the Security Documents 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. The Collateral Agent shall be accountable only its regular procedures for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct or gross negligence (as determined by a final, non-appealable order of a court of competent jurisdiction)handling deposited funds.

Collateral Agent. (a) U.S. Bank National Association shall initially act Xxxxx hereby appoints the Agent as its agent for the purpose of holding the Collateral, or so much of it as is in or may come into the possession of the Agent, pursuant to the lien of the security interests granted under the Xxxxx Security Documents. The Agent hereby accepts such appointment and agrees to receive, hold, liquidate, disburse, release and otherwise deal with such Collateral Agent and shall be authorized to appoint co-Collateral Agents as necessary the proceeds and products thereof which may come into its possession in its sole discretion. Except as otherwise explicitly provided herein or in accordance with the Xxxxx Security Documents or the Intercreditor Agreements, neither the Collateral Agent nor and this Agreement and to pay over to Xxxxx any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Notes such Collateral or for any delay in doing so or shall be proceeds to which Xxxxx is entitled under any obligation to sell or otherwise dispose of any Notes Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Notes Collateral or any part thereofSection 9 hereof. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Intercreditor Agreements or the Security Documents, the duties of the Collateral The Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any no duties or responsibilities, responsibilities as agent of Xxxxx except those expressly set forth in herein, and shall not, by reason of this IndentureAgreement, in the Intercreditor Agreements and in the Security Documents to which the Collateral Agent is have a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuer or any GuarantorXxxxx, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Intercreditor Agreements or the Security Documents Agreement or shall otherwise exist against the Collateral Agent. Without limiting Neither the generality of the foregoing sentence, the use of the term “agent” or “Agent” in this Indenture, the Intercreditor Agreements and the Security Documents 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. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its directors, officers, agents, or employees shall be liable to Xxxxx for any action taken or not taken by it or them as agent of Xxxxx hereunder with the consent or at the request of Xxxxx or in the absence of its or their own gross negligence or willful misconduct. Neither the Agent nor any of its directors, officers, agents, or employees shall incur any liability by acting in reliance upon any notice, consent, certificate, statement, or agents other writing (which may be a bank wire, telex, telecopy, or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Xxxxx agrees to indemnify and hold harmless the Agent (to the extent not reimbursed by the Borrower, but without limiting any obligation of the Borrower to make such reimbursement) against any and all claims, damages, losses, liabilities, costs or expenses arising out of its actions as agent under this Section 8; PROVIDED, HOWEVER, that Xxxxx shall not be responsible liable for any act portion of such claims, damages, losses, liabilities, costs or failure to act hereunder, except for expenses resulting from the Agent's breach of its own willful misconduct obligations under this Agreement or its gross negligence (as determined by a final, non-appealable order of a court of competent jurisdiction)or willful misconduct.

Collateral Agent. (a) U.S. Bank National Association shall initially act as The Trustee and each of the Holders by acceptance of the Securities hereby authorize the appointment of the Collateral Agent as the Trustee’s and shall be authorized to appoint co-the Holders’ Collateral Agents as necessary in its sole discretion. Except as otherwise explicitly provided herein or in Agent under the Security Documents or and in its capacity as mortgagee and security trustee pursuant to the Intercreditor AgreementsCollateral Rig Mortgage, neither and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize the Collateral Agent nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any enter into the Security Documents and to take such action on their behalf under the provisions of the Notes Collateral or for any delay in doing so or shall be under any obligation Security Documents and to sell or otherwise dispose of any Notes Collateral upon the request of any other Person or to take any other action whatsoever with regard exercise such powers and perform such duties as are expressly delegated to the Notes Collateral or any part thereofAgent by the terms of this Indenture and the Security Documents, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Intercreditor Agreements or Indenture and the Security Documents, 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 in this Indenture, in the Intercreditor Agreements herein and in the Security 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, the Issuer Company, any Collateral Grantor or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Intercreditor Agreements or Indenture and the Security Documents or shall otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” or “Agent” in this Indenture, the Intercreditor Agreements and the Security Documents 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 custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Collateral Agent shall be accountable only for amounts that it actually receives Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as a result of the exercise of such powersapplicable, and neither to cause the Collateral Agent nor any to enter into and perform its obligations under the Security Documents. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments, supplements and other modifications permitted by the terms of this Indenture or the Security Documents. Each Holder, by its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct or gross negligence (as determined by a final, non-appealable order acceptance of a court Security, is deemed to have consented and agreed to the terms of competent jurisdictioneach Security 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 ​ ​ Holders by acquiring the Securities is hereby deemed to have directed the Trustee to appoint the Collateral Agent as its mortgagee and security trustee and, for purposes of Swiss law, as agent, to receive, hold, administer and enforce the Collateral Rig Mortgage covering the Collateral Rig, as contemplated under this Indenture. Without limiting the generality of the foregoing, in relation to Swiss law-governed Security Documents (the “Swiss Security Documents”)., each present and future Holder, by its acceptance of a Security, is deemed to have consented and agreed that:

Collateral Agent. The Investor hereby (a) U.S. Bank National Association shall initially act appoints Castlerigg Master Investments Ltd., as the collateral agent hereunder and under the other Security Documents (in such capacity, the "Collateral Agent"), and (b) authorizes the Collateral Agent (and its officers, directors, employees and agents) to take such action on the Investor's behalf in accordance with the terms hereof and thereof. The Collateral Agent shall be authorized to appoint co-Collateral Agents as necessary in its sole discretion. Except as otherwise explicitly provided herein not have, by reason hereof or in any of the other Security Documents or the Intercreditor Agreements(as defined below), neither a fiduciary relationship in respect of any holder of Notes. Neither the Collateral Agent nor any of its officers, directors, employees or and agents shall be liable for failure have any liability to demand, collect or realize upon any holder of the Notes Collateral or for any delay action taken or omitted to be taken in doing so connection hereof or shall be under any obligation to sell or otherwise dispose of any Notes Collateral upon the request of any other Person or to take any other action whatsoever with regard Security Document except to the extent caused by its own gross negligence or willful misconduct, and each holder of Notes Collateral or any part thereof. Notwithstanding any provision agrees to the contrary contained elsewhere in this Indenturedefend, the Intercreditor Agreements or the Security Documentsprotect, the duties of indemnify and hold harmless 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 in this Indenture, in the Intercreditor Agreements and in the Security 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, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Intercreditor Agreements or the Security Documents or shall otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” or “Agent” in this Indenture, the Intercreditor Agreements and the Security Documents 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. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any all of its officers, directors, employees and agents (collectively, the "Indemnitees") from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys' fees, costs and expenses) incurred by such Indemnitee, whether direct, indirect or agents consequential, arising from or in connection with the performance by such Indemnitee of the duties and obligations of Collateral Agent pursuant hereto or any of the Security Documents. The Collateral Agent shall not be required to exercise any discretion or take any action, but shall be responsible for any required to act or failure to act hereunder, except for its own willful misconduct refrain from acting (and shall be fully protected in so acting or gross negligence (as determined by a final, non-appealable order refraining from acting) upon the instructions of the holders of a court majority in principal amount of competent jurisdiction)the Notes then outstanding, and such instructions shall be binding upon all holders of Notes; provided, however, that the Collateral Agent shall not be required to take any action which, in the reasonable opinion of the Collateral Agent, exposes the Collateral gent to liability or which is contrary to this Agreement or any other Transaction Document or applicable law. The Collateral Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by it.

Collateral Agent. (a) U.S. Bank National Association shall initially act as Collateral Agent and shall be authorized to appoint co-Collateral Agents as necessary in its sole discretion. Except as otherwise explicitly provided herein or in the Security Documents or the Intercreditor Agreements, neither The Guarantor hereby irrevocably appoints the Collateral Agent nor any of as its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Notes Collateral or for any delay in doing so or shall be agent under any obligation to sell or otherwise dispose of any Notes Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Notes Collateral or any part thereof. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Intercreditor Agreements or the Security Documents, the duties of Agreement and authorizes the Collateral Agent shall be ministerial to take such actions on its behalf and administrative in natureto exercise such powers as are delegated to such Agent by this Agreement, together with such actions and powers as are reasonably incidental thereto. The Collateral Agent acknowledges the Guaranty Agreement, with the understanding that the Collateral Agent assumes no obligations under the Guaranty Agreement, and shall not be liable thereunder. No Agent shall have any duties or responsibilities, obligations except those expressly set forth in this Indenture, in the Intercreditor Agreements and in the Security 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, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Intercreditor Agreements or the Security Documents or shall otherwise exist against the Collateral Agentherein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term “agent” or “Agent” in this Indenture, the Intercreditor Agreements and the Security Documents with reference (a) no Agent shall be subject to the Collateral Agent is not intended to connote any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or expressexercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby and that such Agent is required to exercise in writing by the Guarantor and for which the Agent is indemnified to is satisfaction, and (c) obligations arising under agency doctrine except as expressly set forth herein, no Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower that is communicated to or obtained by the Person serving as Agent or any of their Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Guarantor or in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any applicable law. InsteadEvent of Default unless and until written notice thereof is given to such Agent by the Borrower or the Guarantor at its Corporate Trust Office and referencing this Agreement and specifying the Event of Default, and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in this Agreement, other than to confirm receipt of any items expressly required to be delivered to 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 partiesAgent. The Collateral Agent shall be accountable only entitled to rely upon, and shall not incur any liability for amounts that relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it actually receives as a result to be genuine and to have been signed or sent by the proper Person. The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents (including any branch, other office, Affiliate or nominee of such Agent) appointed by such Agent. The Collateral Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the exercise preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Agents and any such sub-agent, and shall apply to their respective activities in connection with their activities as Agent. The Collateral Agent shall not be liable for negligence by an agent appointed with due care. The Collateral Agent may resign at any time by notifying the Guarantor and the Borrower. Upon any such resignation, the Guarantor shall have the right to appoint a successor and, except if an Event of Default shall have occurred and be continuing at the time of such powersresignation, and neither that is reasonably satisfactory to the Borrower, provided that, if the Borrower shall fail to provide its consent to any successor proposed to the Borrower in writing by the Guarantor within ten days after receipt of such proposal, such successor shall be deemed to be reasonably satisfactory to the Borrower. The Collateral Agent’s resignation shall not be effective until a successor Collateral Agent nor any shall have been appointed by the Guarantor and shall have accepted such appointment; provided that, if no such successor shall have been so appointed by the Guarantor and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its officersresignation, directorsthen the retiring Collateral Agent may on behalf of the Guarantor appoint a successor Collateral Agent meeting the qualifications set forth above, employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct or gross negligence (as determined by a final, non-appealable order of petition a court of competent jurisdictionjurisdiction to appoint a successor. Upon the acceptance of its appointment as an Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent, shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Section shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. The Guarantor acknowledges that it has, independently and without reliance upon the Collateral Agent and based on such documents and information as it has deemed appropriate, made its own decision to enter into this Agreement. The Guarantor also acknowledges that it will, independently and without reliance upon the Collateral Agent and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Beyond the exercise of reasonable care in the custody thereof, the Collateral Agent shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Collateral Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which other collateral agents accord similar property. The Collateral Agent shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, including by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith. The Collateral Agent shall not be responsible for: (i) the existence, genuineness or value of any of the Collateral, (ii) the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence, bad faith or willful misconduct on the part of the Collateral Agent, (iii) the validity or sufficiency of the Collateral or any agreement or assignment contained therein, (iv) the validity of the title of the Borrower to the Collateral, (v) insuring the Collateral, (vi) the payment of taxes, charges, assessments or Liens upon the Collateral, (vii) filing of financing or continuation statements or (viii) otherwise as to the maintenance of the Collateral. The Collateral Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by other parties to this Agreement or related transaction documents. The Collateral Agent shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement. The Collateral Agent shall not be deemed to have notice of any Event of Default unless the Collateral Agent has received written notice of any event that constitutes an Event of Default at the Corporate Trust Office, and such notice references this Agreement. The rights, privileges, protections, immunities and benefits given to the Collateral Agent, including its right to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities hereunder, and each officer, director, employee, and agent, custodian and other Person employed to act hereunder. The Collateral Agent may request that the Borrower deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement. Any power conferred on the Collateral Agent to enforce remedies is permissive and, unless instructed by the Guarantor pursuant to the terms hereof, shall not be deemed to be a duty, rather than a right. The Collateral Agent shall not have any duty to exercise any remedy if it has not been directed in writing to do so by the Guarantor and provided with an indemnity reasonably satisfactory to it. The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of the Guarantor pursuant to this Agreement, unless the Guarantor shall have offered to the Collateral Agent security or indemnity satisfactory to the Collateral Agent against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. In no event shall the Collateral Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God. Nothing herein shall require the Collateral Agent to expend or risk its own funds, unless appropriate indemnities are provided hereunder. Each party agrees that the Guarantor may appoint other Agents with (so long as no Event of Default shall have occurred and be continuing) the prior written consent of the Borrower, not to be unreasonably withheld or delayed.

Collateral Agent. (a) U.S. Bank Trust Company, National Association shall initially act as Collateral Agent and shall be authorized to appoint co-Collateral Agents as necessary in its sole discretion. Except as otherwise explicitly provided herein or in the Security Documents or the Intercreditor Agreements, neither the Collateral Agent nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Notes Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose Dispose of any Notes Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Notes Collateral or any part thereof. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Intercreditor Agreements or the Security Documents, 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 in this Indenture, in the Intercreditor Agreements and in the Security 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, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Intercreditor Agreements or the Security Documents or shall otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” or “Agent” in this Indenture, the Intercreditor Agreements and the Security Documents 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. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct or gross negligence (as determined by a final, non-appealable order of a court of competent jurisdiction).

Collateral Agent. (a) U.S. Bank National Association shall initially act as Collateral Agent and shall be authorized Notwithstanding anything else to appoint co-Collateral Agents as necessary the contrary herein, whenever reference is made in its sole discretion. Except as otherwise explicitly provided herein this Indenture or in the Security Documents or (including the Intercreditor AgreementsAgreement or any Other Intercreditor Agreement) to any discretionary action by, neither 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 nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Notes Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Notes Collateral upon the request of any other Person or to take any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other action whatsoever with regard exercise of discretion, rights or remedies to be made (or not to be made) by the Notes Collateral or any part thereof. Notwithstanding any provision to the contrary contained elsewhere Agent, it is understood that in this Indenture, the Intercreditor Agreements or the Security Documents, the duties of all cases the Collateral Agent shall be ministerial and administrative fully justified in nature, and the Collateral Agent failing or refusing to take any such action if it shall not have received written instruction, advice or concurrence from, as applicable, the Holders representing such number or percentage of outstanding aggregate principal of the Notes as shall be expressly provided for herein or in any duties other Security Document, or responsibilities, except those expressly set forth in this Indenturethe manner required pursuant to the Intercreditor Agreement, in the Intercreditor Agreements respect of such action and, if it so requests, it shall first be indemnified to its satisfaction against any and in the Security Documents all liability and expense which may be incurred by it by reason of taking or continuing to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have take any trust or other fiduciary relationship with the Trustee, any Holder, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Intercreditor Agreements or the Security Documents or shall otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” or “Agent” in this Indenture, the Intercreditor Agreements and the Security Documents 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 partiesaction. The Collateral Agent shall be accountable only have no liability for amounts that it actually receives any failure or delay in taking any actions contemplated above as a result of a failure or delay on the exercise part of such powersHolders or such other party as required by the Intercreditor Agreement, and neither as applicable, to provide such instruction, advice or concurrence. This provision is intended solely for the benefit of the Collateral Agent nor 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. Subject to the foregoing (and the other provisions of its officersthis Section 12.15) and the terms of the Security Documents and any other applicable provisions of this Indenture, directorsthe Collateral Agent shall take such action with respect to any Default or Event of Default as may be requested by the Holders of a majority in principal amount of the outstanding Notes. For avoidance of doubt, employees or agents nothing herein shall be responsible for any act deemed to require the Collateral Agent to obtain a consent or failure to act hereunder, except for its own willful misconduct instruction from the Holders if the Indenture provides that such action can be taken at the request or gross negligence (as determined by a final, non-appealable order direction of a court the Company without the consent of competent jurisdiction)the Holders.

Collateral Agent. (a) U.S. Bank National Association shall initially act as The Trustee and each of the Holders by acceptance of the Securities hereby authorize the appointment of the Collateral Agent as the Trustee’s and shall be authorized to appoint co-the Holders’ Collateral Agents as necessary in its sole discretion. Except as otherwise explicitly provided herein or in Agent under the Security Documents or and in its capacity as mortgagee and security trustee pursuant to the Intercreditor AgreementsCollateral Rig Mortgages, neither and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize the Collateral Agent nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any enter into the Security Documents and to take such action on their behalf under the provisions of the Notes Collateral or for any delay in doing so or shall be under any obligation Security Documents and to sell or otherwise dispose of any Notes Collateral upon the request of any other Person or to take any other action whatsoever with regard exercise such powers and perform such duties as are expressly delegated to the Notes Collateral or any part thereofAgent by the terms of this Indenture and the Security Documents, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Intercreditor Agreements or Indenture and the Security Documents, 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 in this Indenture, in the Intercreditor Agreements herein and in the Security 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, the Issuer Company, any Collateral Grantor or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Intercreditor Agreements or Indenture and the Security Documents or shall otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” or “Agent” in this Indenture, the Intercreditor Agreements and the Security Documents 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 custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments, supplements and other modifications permitted by the terms of this Indenture or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security 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 Holders by acquiring the Securities is hereby deemed to have directed the Trustee to appoint the Collateral Agent as its mortgagee and security trustee to receive, hold, administer and enforce the Collateral Rig Mortgages covering the Collateral Rigs, as contemplated under this Indenture. The Collateral Agent shall not be accountable only for amounts that it actually receives as a result deemed to have knowledge or notice of the exercise occurrence of such powersany Default or Event of Default, and neither unless the Collateral Agent nor shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 14.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Holders of a majority in aggregate principal amount of the Securities (subject to this Section 12.05). The Collateral Agent shall have no obligation and makes no representation whatsoever to the Trustee or any of the Holders as to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or that the Collateral is owned by any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the 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 Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security 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, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, to record any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection of the security interests purported to be created by the Security Documents and such responsibility shall be solely that of the Company. Each of the Collateral Agent and the Trustee, each in its officerscapacity as such, directorsshall not be liable or responsible for the failure of the Company or any Collateral Grantor to maintain insurance on the Collateral, employees or agents nor shall it be responsible for any act loss due to the insufficiency of such insurance or by reason of the failure of any insurer to act hereunderpay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, except for its own willful misconduct the Trustee, the Collateral Agent or gross negligence any other Person. The provisions of Article 7, mutatis mutandis, shall apply to the Collateral Agent. The Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to create parallel debt obligations of any relevant Note Party as will be described in any Dutch Security Document (as determined the “Parallel Debt”), including that an amount paid by a final, non-appealable order any relevant Note Party in respect of a court Parallel Debt will discharge the liability of competent jurisdiction)that Note Party under the corresponding Notes Obligations.

Collateral Agent. (a) U.S. Bank National Association [·] shall initially act as Collateral Agent and shall be authorized to appoint co-Collateral Agents as necessary in its sole discretion. Except as otherwise explicitly provided herein or in the Security Documents or the Intercreditor Agreements, neither the Collateral Agent nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Notes Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Notes Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Notes Collateral or any part thereof. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Intercreditor Agreements or the Security Documents, 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 in this Indenture, in the Intercreditor Agreements and in the Security 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, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Intercreditor Agreements or the Security Documents or shall otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” or “Agent” in this Indenture, the Intercreditor Agreements and the Security Documents 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. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct or gross negligence (as determined by a final, non-appealable order of a court of competent jurisdiction).

Collateral Agent. (a) U.S. Bank National Association shall initially act as The Collateral Agent is authorized and shall be authorized empowered to appoint one or more co-Collateral Agents as it deems necessary in its sole discretionor appropriate. Except as otherwise explicitly provided herein or in Neither the Security Documents or the Intercreditor Agreements, neither Trustee nor the Collateral Agent nor any of its their respective officers, directors, employees employees, attorneys or agents shall be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of this Trust Indenture or the Collateral Agreement, for the creation, perfection, priority, sufficiency or protection of any lien relating to the Collateral, or for any defect or deficiency as to any such matters, or for any failure to demand, collect collect, foreclose or realize upon or otherwise enforce any of the Notes Notes, this Trust Indenture or the Collateral Agreement or for any delay in doing so or so. Subject to this Trust Indenture and the Collateral Agreement, the Collateral Agent shall be under subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Trust Indenture). Subject to the Collateral Agreement, except as directed by the Trustee as required or permitted by this Trust Indenture and any obligation other representatives, the Collateral Agent will not be obligated: (i) to sell act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise dispose of enforce any Notes Collateral upon the request of any other Person lien; or (iii) to take any other action whatsoever with regard to the Notes Collateral any or any part thereof. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Intercreditor Agreements or the Security Documents, the duties all of the Notes, Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties Agreement or responsibilities, except those expressly set forth in this Indenture, in the Intercreditor Agreements and in the Security 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, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Intercreditor Agreements or the Security Documents or shall otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” or “Agent” in this Indenture, the Intercreditor Agreements and the Security Documents 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 partiesCollateral. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise enforcement of such powersthe Collateral Agreement. In acting as Collateral Agent or co-Collateral Agent, and neither the Collateral Agent nor any and each co-Collateral Agent may conclusively rely upon and enforce each and all of its officersthe rights, directorspowers, employees immunities, indemnities and benefits of the Trustee under Article IX hereof, including the compensation and indemnification provisions set forth in Section 9.02 (with the references to the Trustee therein being deemed to also refer to the Collateral Agent or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct or gross negligence (as determined by a final, nonco-appealable order of a court of competent jurisdictionCollateral Agent).

Collateral Agent. (a) U.S. Bank National Association shall initially act as Collateral Agent and shall be authorized to appoint co-Collateral Agents as necessary in its sole discretion. Except as otherwise explicitly provided herein or in the Security Documents or the Intercreditor Agreements, neither the Collateral Agent nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Notes Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose Dispose of any Notes Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Notes Collateral or any part thereof. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Intercreditor Agreements or the Security Documents, 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 in this Indenture, in the Intercreditor Agreements and in the Security 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, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Intercreditor Agreements or the Security Documents or shall otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” or “Agent” in this Indenture, the Intercreditor Agreements and the Security Documents 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. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct or gross negligence (as determined by a final, non-appealable order of a court of competent jurisdiction).

Collateral Agent. (a) U.S. Bank National Association shall initially act as The Trustee and each of the Holders by acceptance of the Securities hereby authorize the appointment of the Collateral Agent as the Trustee’s and shall be authorized to appoint co-the Holders’ Collateral Agents as necessary in its sole discretion. Except as otherwise explicitly provided herein or in Agent under the Security Documents or and in its capacity as mortgagee and security trustee pursuant to the Intercreditor AgreementsCollateral Rig Mortgages, neither and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize the Collateral Agent nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any enter into the Security Documents and to take such action on their behalf under the provisions of the Notes Collateral or for any delay in doing so or shall be under any obligation Security Documents and to sell or otherwise dispose of any Notes Collateral upon the request of any other Person or to take any other action whatsoever with regard exercise such powers and perform such duties as are expressly delegated to the Notes Collateral or any part thereofAgent by the terms of this Indenture and the Security Documents, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Intercreditor Agreements or Indenture and the Security Documents, 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 in this Indenture, in the Intercreditor Agreements herein and in the Security 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, the Issuer Company, any Collateral Grantor or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Intercreditor Agreements or Indenture and the Security Documents or shall otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” or “Agent” in this Indenture, the Intercreditor Agreements and the Security Documents 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 custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments, supplements and other modifications permitted by the terms of this Indenture or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security 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 Holders by acquiring the Securities is hereby deemed to have directed the Trustee to appoint the Collateral Agent as its mortgagee and security trustee to receive, hold, administer and enforce the Collateral Rig Mortgages covering the Collateral Rigs, as contemplated under this Indenture. The Collateral Agent shall not be accountable only for amounts that it actually receives as a result deemed to have knowledge or notice of the exercise occurrence of such powersany Default or Event of Default, and neither unless the Collateral Agent nor shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 14.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Holders of a majority in aggregate principal amount of the Securities (subject to this Section 12.05). The Collateral Agent shall have no obligation and makes no representation whatsoever to the Trustee or any of the Holders as to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or that the Collateral is owned by any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the 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 Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security 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, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, to record any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection of the security interests purported to be created by the Security Documents and such responsibility shall be solely that of the Company. Each of the Collateral Agent and the Trustee, each in its officerscapacity as such, directorsshall not be liable or responsible for the failure of the Company or any Collateral Grantor to maintain insurance on the Collateral, employees or agents nor shall it be responsible for any act loss due to the insufficiency of such insurance or by reason of the failure of any insurer to act hereunderpay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, except for its own willful misconduct the Trustee, the Collateral Agent or gross negligence (as determined by a finalany other Person. The provisions of Article 7, non-appealable order of a court of competent jurisdiction)mutatis mutandis, shall apply to the Collateral Agent.

Collateral Agent. (a) U.S. Bank National Association shall initially act as Collateral Agent and shall be authorized to appoint co-Collateral Agents as necessary in its sole discretion. Except as otherwise explicitly provided herein or in the Security Documents or the Intercreditor Agreements, neither the Collateral Agent nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Notes Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose Dispose of any Notes Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Notes Collateral or any part thereof. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Intercreditor Agreements or the Security Documents, 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 in this Indenture, in the Intercreditor Agreements and in the Security 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, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Intercreditor Agreements or the Security Documents or shall otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” or “Agent” in this Indenture, the Intercreditor Agreements and the Security Documents 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. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct or gross negligence (as determined by a final, non-appealable order of a court of competent jurisdiction).. 103

Collateral Agent. (a) U.S. Bank National Association The Trustee shall initially act as the Collateral Agent and shall be is authorized to appoint co-Collateral Agents agents as necessary in its sole discretion. Except The Collateral Agent shall not have any duties or obligations, except those expressly set forth in this Indenture, the Security Documents and the Intercreditor Agreement. Without limiting the generality of the foregoing, except as otherwise explicitly provided herein in this Indenture or in the Security Documents or the Intercreditor AgreementsDocuments, neither the Collateral Agent nor any of its respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Notes Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Notes Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Notes Collateral or any part thereof. Notwithstanding any provision anything to the contrary contained elsewhere in this Indentureany Security Document, the Intercreditor Agreements or the Security Documents, the duties of (i) the Collateral Agent shall not be ministerial required to exercise any right or remedy available to it under such Security Document and administrative in nature, and (ii) the Collateral Agent shall not have any duties duty to take any discretionary action or responsibilities, except those expressly set forth in this Indentureexercise any discretionary powers, in the Intercreditor Agreements and in the Security Documents to which each case, unless the Collateral Agent is a partyshall have been directed to do so by the Trustee (or, nor shall if the Collateral Agent have or shall also be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Intercreditor Agreements or the Security Documents or shall otherwise exist against the Collateral Agent. Without limiting the generality by Holders of at least a majority in principal amount of the foregoing sentence, the use of the term “agent” or “Agent” in this Indenture, the Intercreditor Agreements and the Security Documents 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 partiesSecurities then outstanding). The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct or misconduct, gross negligence (as determined by a final, non-appealable order of a court of competent jurisdiction)or bad faith.

Collateral Agent. (a) U.S. Bank National Association shall initially act as Collateral Agent and shall be authorized to appoint co-Collateral Agents as necessary in its sole discretion. Except as otherwise explicitly provided herein or in the Security Documents or the Intercreditor Agreements, neither the Collateral Agent nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Notes Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Notes Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Notes Collateral or any part thereof. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Intercreditor Agreements or the Security Documents, 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 in this Indenture, in the Intercreditor Agreements and in the Security 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, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Intercreditor Agreements or the Security Documents or shall otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” or “Agent” in this Indenture, the Intercreditor Agreements and the Security Documents 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. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the 121 exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct or gross negligence (as determined by a final, non-appealable order of a court of competent jurisdiction).

Collateral Agent. (a) U.S. Bank National Association shall initially act as The Trustee and each of the Holders by acceptance of the Securities hereby authorize the appointment of the Collateral Agent as the Trustee’s and shall be authorized to appoint co-the Holders’ Collateral Agents as necessary in its sole discretion. Except as otherwise explicitly provided herein or in Agent under the Security Documents or and in its capacity as mortgagee and security trustee pursuant to the Intercreditor AgreementsCollateral Rig Mortgage, neither and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize the Collateral Agent nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any enter into the Security Documents and to take such action on their behalf under the provisions of the Notes Collateral or for any delay in doing so or shall be under any obligation Security Documents and to sell or otherwise dispose of any Notes Collateral upon the request of any other Person or to take any other action whatsoever with regard exercise such powers and perform such duties as are expressly delegated to the Notes Collateral or any part thereofAgent by the terms of this Indenture and the Security Documents, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Intercreditor Agreements or Indenture and the Security Documents, 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 in this Indenture, in the Intercreditor Agreements herein and in the Security 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, the Issuer Company, any Collateral Grantor or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Intercreditor Agreements or Indenture and the Security Documents or shall otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” or “Agent” in this Indenture, the Intercreditor Agreements and the Security Documents 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 custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Collateral Agent shall be accountable only for amounts that it actually receives Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as a result of the exercise of such powersapplicable, and neither to cause the Collateral Agent nor any to enter into and perform its obligations under the Security Documents. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments, supplements and other modifications permitted by the terms of this Indenture or the Security Documents. Each Holder, by its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct or gross negligence (as determined by a final, non-appealable order acceptance of a court Security, is deemed to have consented and agreed to the terms of competent jurisdictioneach Security 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 Holders by acquiring the Securities is hereby deemed to have directed the Trustee to appoint the Collateral Agent as its mortgagee and security trustee and, for purposes of Swiss law, as agent, to receive, hold, administer and enforce the Collateral Rig Mortgage covering the Collateral Rig, as contemplated under this Indenture. ​ Without limiting the generality of the foregoing, in relation to Swiss law-governed Security Documents (the “Swiss Security Documents”)., if any, each present and future Holder, by its acceptance of a Security, is deemed to have consented and agreed that:

Collateral Agent. (a) U.S. Bank National Association shall initially act as The Trustee and each of the Holders by acceptance of the Securities hereby authorize the appointment of the Collateral Agent as the Trustee’s and shall be authorized to appoint co-the Holders’ Collateral Agents as necessary in its sole discretion. Except as otherwise explicitly provided herein or in Agent under the Security Documents or and in its capacity as mortgagee and security trustee pursuant to the Intercreditor AgreementsCollateral Rig Mortgages, neither and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize the Collateral Agent nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any enter into the Security Documents and to take such action on their behalf under the provisions of the Notes Collateral or for any delay in doing so or shall be under any obligation Security Documents and to sell or otherwise dispose of any Notes Collateral upon the request of any other Person or to take any other action whatsoever with regard exercise such powers and perform such duties as are expressly delegated to the Notes Collateral or any part thereofAgent by the terms of this Indenture and the Security Documents, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Intercreditor Agreements or Indenture and the Security Documents, 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 in this Indenture, in the Intercreditor Agreements herein and in the Security 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, the Issuer Company, any Collateral Grantor or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Intercreditor Agreements or Indenture and the Security Documents or shall otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” or “Agent” in this Indenture, the Intercreditor Agreements and the Security Documents 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 custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Collateral Agent shall be accountable only for amounts that it actually receives Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as a result of the exercise of such powersapplicable, and neither to cause the Collateral Agent nor any to enter into and perform its obligations under the Security Documents. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments, supplements and other modifications permitted by the terms of this Indenture or the Security Documents. Each Holder, by its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct or gross negligence (as determined by a final, non-appealable order acceptance of a court Security, is deemed to have consented and agreed to the terms of competent jurisdictioneach Security 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 Holders by acquiring the Securities is hereby deemed to have directed the Trustee to appoint the Collateral Agent as its mortgagee and security trustee and, for purposes of Swiss law, as agent, to receive, hold, administer and enforce the Collateral Rig Mortgages covering the Collateral Rigs, as contemplated under this Indenture. Without limiting the generality of the foregoing, in relation to Swiss law-governed Security Documents (the “Swiss Security Documents”)., each present and future Holder, by its acceptance of a Security, is deemed to have consented and agreed that:

Collateral Agent. (a) U.S. Bank National Association shall initially act as Each Holder, by its acceptance of a Note, authorizes the Trustee to appoint the Collateral Agent. The Trustee hereby appoints the Collateral Agent and the Collateral Agent hereby accepts such appointment. Each Holder, by its acceptance of a Note, and the Trustee hereby authorize the Collateral Agent to take such actions on their behalf under the provisions of the Note Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of such Note Documents. The Collateral Agent shall be authorized to appoint co-Collateral Agents collateral agents as necessary in its sole discretion. In the event the Trustee and the Collateral Agent shall at any time not be the same Person, the Collateral Agent shall only take such actions under the Security Documents as are requested by the Trustee and as are not inconsistent with or contrary to the provisions of any Security Document or any applicable Note Documents. Except as otherwise explicitly provided herein or in the Security Documents or the Intercreditor AgreementsDocuments, neither the Collateral Agent nor any of its respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Notes Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Notes Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Notes Collateral or any part thereof. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Intercreditor Agreements or the Security Documents, 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 in this Indenture, in the Intercreditor Agreements and in the Security Documents to which the Collateral Agent is a party, nor shall the Collateral Agent have for its own willful misconduct or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Intercreditor Agreements or the Security Documents or shall otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” or “Agent” in this Indenture, the Intercreditor Agreements and the Security Documents 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 partiesnegligence. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct or gross negligence (as determined by a final, non-appealable order of a court of competent jurisdiction)negligence.