Common use of Determinations Relating to Collateral Clause in Contracts

Determinations Relating to Collateral. Subject to the First Lien Intercreditor Agreement (and, if applicable, any Additional Intercreditor Agreement), in the event (i) the Trustee shall receive any written request from the Issuers, the Company or the Collateral Agent under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Issuers’ obligations with respect thereto or (ii) there shall be due to or from the Trustee or the Collateral Agent under the provisions of any Security Document any material performance or the delivery of any material instrument or (iii) the Trustee shall become aware of any material nonperformance by the Issuers of any covenant or any material breach of any representation or warranty of the Issuers set forth in any Security Document, then, in each such event, the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Issuers, experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Collateral Agent to respond to such request or render any requested performance or response to such nonperformance or breach. The Trustee shall be fully protected in accordance with Article VII hereof in the taking (or not taking) of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification or other security provided in Section 7.7 and additional indemnification or other security provided in accordance with Section 6.5 and other sections of this Indenture.

Determinations Relating to Collateral. Subject to Except for any consent, approval or action by the First Lien Intercreditor Agreement (and, if applicable, any Additional Intercreditor Agreement)Trustee in the ordinary course of the performance of the Trustee’s duties under this Indenture or the Collateral Documents, in the event (i) the Trustee shall receive any written request from the Issuers, the Company or the Collateral Agent under any Security Collateral Document for consent or approval with respect to any matter or thing relating to any Notes Collateral or the Issuers’ Company’s obligations with respect thereto or thereto, (ii) there shall be due to or from the Trustee or the Collateral Agent under the provisions of any Security Collateral Document any material performance or the delivery of any material instrument or (iii) the Trustee shall become aware receive written notice of any material nonperformance by the Issuers Company of any covenant or any material breach of any representation or warranty of the Issuers Company set forth in any Security Collateral Document, then, in each such event, the Trustee shall be entitled to hireentitled, at the sole reasonable cost and expense of the IssuersCompany’s expense, to hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Collateral Agent to respond respond, to such request or render any requested performance or response respond, or direct the Collateral Agent to respond, to such nonperformance or breach; provided that the Trustee’s right to direct the Collateral Agent to respond shall be subject to the terms of the Collateral Documents. The Each of the Collateral Agent and the Trustee shall be fully protected in accordance with Article VII hereof in the taking (or not taking) of any action recommended or approved by any such expert, consultant, agent or attorney and or agreed to by indemnification or other security provided the Holders of a majority in Section 7.7 and additional indemnification or other security provided in accordance with Section 6.5 and other sections principal amount of this Indenturethe outstanding Securities.

Determinations Relating to Collateral. Subject to the First Lien Intercreditor Agreement (and, if applicable, any Additional Intercreditor Agreement), in In the event (i) the Trustee shall receive any written request from the Issuersan Issuer, the Company a Guarantor or the Collateral Agent under any Security Collateral Document for consent or approval with respect to any matter or thing relating to any Collateral or the Issuers’ or such Guarantor’s obligations with respect thereto or thereto, (ii) there shall be due to or from the Trustee or the Collateral Agent under the provisions of any Security Collateral Document any material performance or the delivery of any material instrument or (iii) the Trustee shall become aware of any material nonperformance by the Issuers an Issuer or a Guarantor of any covenant or any material breach of any representation or warranty of the Issuers such Issuer or such Guarantor set forth in any Security Collateral Document, then, in each such event, the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Issuers, hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Collateral Agent to respond respond, to such request or render any requested performance or response respond, or direct the Collateral Agent to respond, to such nonperformance or breach; provided that the Trustee’s right to direct the Collateral Agent to respond shall be subject to the terms of the Collateral Documents. The Trustee shall be fully protected in accordance with Article VII hereof in the taking (or not taking) of any action recommended or approved by any such expert, consultant, agent or attorney and or agreed to by indemnification or other security provided the Holders of a majority in Section 7.7 and additional indemnification or other security provided in accordance with Section 6.5 and other sections principal amount of this Indenturethe outstanding Notes.

Determinations Relating to Collateral. Subject to the First Lien Intercreditor Agreement (and, if applicable, any Additional Intercreditor Agreement), in In the event (i) the Trustee shall receive any written request from the IssuersCompany, the Company a Guarantor or the Collateral Agent under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Issuers’ Company’s or such Guarantor’s obligations with respect thereto or thereto, (ii) there shall be due to or from the Trustee or the Collateral Agent under the provisions of any Security Document any material performance or the delivery of any material instrument or (iii) the Trustee shall become aware of any material nonperformance by the Issuers Company or a Guarantor of any covenant or any material breach of any representation or warranty of the Issuers Company or such Guarantor set forth in any Security Document, then, in each such event, the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Issuers, hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Collateral Agent to respond respond, to such request or render any requested performance or response respond, or direct the Collateral Agent to respond, to such nonperformance or breach; provided that the Trustee’s right to direct the Collateral Agent to respond shall be subject to the terms of the Security Documents. The Trustee shall be fully protected in accordance with Article VII hereof in the taking (or not taking) of any action recommended or approved by any such expert, consultant, agent or attorney and or agreed to by indemnification or other security provided the Holders of a majority in Section 7.7 and additional indemnification or other security provided in accordance with Section 6.5 and other sections principal amount of this Indenturethe outstanding Notes.

Determinations Relating to Collateral. Subject to Except for any consent, approval or action by the First Lien Intercreditor Agreement (and, if applicable, any Additional Intercreditor Agreement)Collateral Agent in the ordinary course of the performance of the Collateral Agent’s duties under the Indenture or the Security Documents, in the event (i) the Trustee Collateral Agent shall receive any written request from the IssuersCompany, the Company a Guarantor or the Collateral Agent Trustee under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Issuers’ Company’s or such Guarantor’s obligations with respect thereto or thereto, (ii) there shall be due to or from the Trustee or the Collateral Agent under the provisions of any Security Document any material performance or the delivery of any material instrument or (iii) the Trustee Collateral Agent shall become aware of any material nonperformance by the Issuers Company or a Guarantor of any covenant or any material breach of any representation or warranty of the Issuers Company or such Guarantor set forth in any Security Document, then, in each such event, the Trustee Collateral Agent shall be entitled to hire, at the sole reasonable cost and expense of the Issuers, hire experts, consultants, agents and attorneys to advise the Trustee Collateral Agent on the manner in which the Trustee should respond, or direct the Collateral Agent to should respond to such request or render any requested performance or response respond to such nonperformance or breach. The Trustee Collateral Agent shall be fully protected in accordance with Article VII hereof in the taking (or not taking) of any action recommended or approved by any such expert, consultant, agent or attorney and or agreed to by indemnification or other security provided the Holders of a majority in Section 7.7 and additional indemnification or other security provided in accordance with Section 6.5 and other sections principal amount of this Indenturethe outstanding Notes.

Determinations Relating to Collateral. Subject to the First Lien Intercreditor Agreement (and, if applicable, any Additional Intercreditor Agreement), in In the event (i) the Trustee shall receive any written request from the Issuers, the Company or the Collateral Agent under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Issuers’ Company's obligations with respect thereto or (ii) there shall be due to or from the Trustee or the Collateral Agent under the provisions of any Security Document any material performance or the delivery of any material instrument or (iii) the Trustee or the Collateral Agent shall become aware of any material nonperformance by the Issuers Company of any covenant or any material breach of any representation or warranty of the Issuers Company set forth in any Security Document, then, in each such event, the Trustee or the Collateral Agent, as applicable, shall be entitled to hire, at the sole reasonable cost and expense of the Issuers, hire experts, consultants, agents and attorneys to advise the Trustee or the Collateral Agent, as applicable, on the manner in which the Trustee should respond, or direct the Collateral Agent to respond to such request or render any requested performance or response to such nonperformance or breachbreach (the expenses of which shall be reimbursed to the Trustee or the Collateral Agent, as applicable, pursuant to Section 7.7 hereof). The Trustee or the Collateral Agent, as applicable, shall be fully protected in accordance with Article VII hereof in the taking (or not taking) of any action recommended or approved by any such expert, consultant, agent or attorney and or agreed to by indemnification or other security provided in a majority of Holders pursuant to Section 7.7 and additional indemnification or other security provided in accordance with Section 6.5 and other sections of this Indenture6.5.

Determinations Relating to Collateral. Subject to the First Lien Intercreditor Agreement (and, if applicable, any Additional Intercreditor Agreement), in In the event (i) the Collateral Agent or the Trustee shall receive any written request from the Issuers, the Company or the Collateral Agent any other Pledgor under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Issuers’ Company's or any other Pledgor's obligations with respect thereto or (ii) there shall be due to or from the Trustee Collateral Agent or the Collateral Agent Trustee under the provisions of any Security Document any material performance or the delivery of any material instrument or (iii) the Collateral Agent or the Trustee shall become aware of any material nonperformance by the Issuers Company or any other Pledgor of any covenant or any material breach of any representation or warranty of the Issuers Company or any other Pledgor set forth in any Security Document, then, in each such event, the Collateral Agent and the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Issuers, hire experts, consultants, agents and attorneys to advise the Collateral Agent and the Trustee on the manner in which the Trustee should respond, or direct the Collateral Agent to or the Trustee, as the case may be, should respond to such request or render any requested performance or response to such nonperformance or breachbreach (the reasonable expenses of which shall be reimbursed to the Collateral Agent and the Trustee pursuant to Section 7.7). The Trustee Collateral Agent shall be fully protected in accordance with Article VII hereof in the taking (or not taking) of any action recommended or approved by any such expert, consultant, agent or attorney and or agreed to by indemnification or other security provided Holders of a majority in aggregate principal amount of the outstanding Notes pursuant to Section 7.7 and additional indemnification or other security provided in accordance with Section 6.5 and other sections of this Indenture6.5.

Determinations Relating to Collateral. Subject to the First Lien Intercreditor Agreement (and, if applicable, any Additional Intercreditor Agreement), in In the event (i) the Collateral Agent or the Trustee shall receive any written request from the Issuers, the Company or the Collateral Agent any other Pledgor under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Issuers’ Company's or any other Pledgor's obligations with respect thereto or (ii) there shall be due to or from the Trustee Collateral Agent or the Collateral Agent Trustee under the provisions of any Security Document any material performance or the delivery of any material instrument or (iii) the Collateral Agent or the Trustee shall become aware of any material nonperformance by the Issuers Company or any other Pledgor of any covenant or any material breach of any representation or warranty of the Issuers Company or any other Pledgor set forth in any Security Document, then, in each such event, the Collateral Agent and the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Issuers, hire experts, consultants, agents and attorneys to advise the Collateral Agent and the Trustee on the manner in which the Trustee should respond, or direct the Collateral Agent to or the Trustee, as the case may be, should respond to such request or render any requested performance or response to such nonperformance or breachbreach (the reasonable expenses of which shall be reimbursed to the Collateral Agent and the Trustee pursuant to Section 7.7). The Trustee Collateral Agent shall be fully protected in accordance with Article VII hereof in the taking (or not taking) of any action recommended or approved by any such expert, consultant, agent or attorney and or agreed to by indemnification or other security provided in a majority of holders of the Securities pursuant to Section 7.7 and additional indemnification or other security provided in accordance with Section 6.5 and other sections of this Indenture6.5.

Determinations Relating to Collateral. Subject to the First Lien Intercreditor Agreement (and, if applicable, any Additional Intercreditor Agreement), in In the event (i) the Trustee ------------------------------------- Administrative Agent shall receive any written request from the Issuers, the Company Borrower or the Collateral Agent any other Obligor under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Issuers’ Borrower's or such Obligor's obligations with respect thereto or (ii) there shall be due to or from the Trustee or the Collateral Administrative Agent under the provisions of any Security Document any material performance or the delivery of any material instrument or (iii) the Trustee Administrative Agent shall become aware of any material nonperformance by the Issuers Borrower or any other Obligor of any covenant or any material breach of any representation or warranty of for the Issuers Borrower or any other Obligor set forth in any Security Document, then, in each such event, the Trustee Administrative Agent shall be entitled to hireentitled, at the sole reasonable cost and expense of the IssuersBorrower and subject to Section 9.6(b), to hire experts, consultants, agents and attorneys -------------- (including internal counsel) to advise the Trustee Administrative Agent on the manner in which the Trustee Administrative Agent should respond, or direct the Collateral Agent to respond to such request or render any requested performance or response to such nonperformance or breach. The Trustee Administrative Agent shall be fully protected in accordance with Article VII hereof in the taking (or not taking) of any action recommended or approved by any such expert, consultant, agent or attorney and (including internal counsel) or agreed to by indemnification or other security provided in the Required Lenders pursuant to Section 7.7 and additional indemnification or other security provided in accordance with Section 6.5 and other sections of this Indenture.9.6(b). --------------

Determinations Relating to Collateral. Subject to the First Lien Intercreditor Agreement (and, if applicable, any Additional Intercreditor Agreement), in In the event (i) the Trustee shall receive any Written Request from the Issuer or on any written request from the Issuers, the Company or the Collateral Agent under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Issuers’ Issuer’s obligations with respect thereto or thereto, (ii) there shall be due to or from the Trustee or the Collateral Agent under the provisions of any Security Document any material performance or the delivery of any material instrument or (iii) the Trustee shall become aware of any material nonperformance by the Issuers Issuer of any covenant or any material breach of any representation or warranty of the Issuers Issuer set forth in any Security Document, then, in each such event, the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Issuers, hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Collateral Agent to respond respond, to such request or render any requested performance or response respond, or direct the Collateral Agent to respond, to such nonperformance or breach; provided that the Trustee’s right to direct the Collateral Agent to respond shall be subject to the terms of the Security Documents. The Trustee and the Collateral Agent shall be fully protected in accordance with Article VII hereof in the taking (or not taking) of any action recommended or approved by any such expert, consultant, agent or attorney and or agreed to by indemnification or other security provided the Holders of a majority in Section 7.7 and additional indemnification or other security provided in accordance with Section 6.5 and other sections principal amount of this Indenturethe Outstanding Senior Debentures.

Determinations Relating to Collateral. Subject to Except for any consent, approval or action by the First Lien Intercreditor Agreement (and, if applicable, any Additional Intercreditor Agreement)Collateral Agent in the ordinary course of the performance of the Collateral Agent’s duties under this Indenture or the Security Documents, in the event (i) the Trustee Collateral Agent shall receive any written request from the IssuersCompany, the Company a Guarantor or the Collateral Agent Trustee under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Issuers’ Company’s or such Guarantor’s obligations with respect thereto or thereto, (ii) there shall be due to or from the Trustee or the Collateral Agent under the provisions of any Security Document any material performance or the delivery of any material instrument or (iii) the Trustee Collateral Agent shall become aware of any material nonperformance by the Issuers Company or a Guarantor of any covenant or any material breach of any representation or warranty of the Issuers Company or such Guarantor set forth in any Security Document, then, in each such event, the Trustee Collateral Agent shall be entitled to hire, at the sole reasonable cost and expense of the Issuers, hire experts, consultants, agents and attorneys to advise the Trustee Collateral Agent on the manner in which the Trustee should respond, or direct the Collateral Agent to should respond to such request or render any requested performance or response respond to such nonperformance or breach. The Trustee Collateral Agent shall be fully protected in accordance with Article VII hereof in the taking (or not taking) of any action recommended or approved by any such expert, consultant, agent or attorney and or agreed to by indemnification or other security provided the Holders of a majority in Section 7.7 and additional indemnification or other security provided in accordance with Section 6.5 and other sections principal amount of this Indenturethe outstanding Notes.

Determinations Relating to Collateral. Subject to the First Lien Intercreditor Agreement (and, if applicable, any Additional Intercreditor Agreement), in In the event (i) the Trustee or the Security Agent shall receive any written request from the Issuers, the Company Issuer or the Collateral Agent any Mortgaged Guarantor under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Issuers’ obligations of the Issuer or such Mortgaged Guarantor with respect thereto or (ii) there shall be due to or required from the Trustee or the Collateral Security Agent under the provisions of any Security Document any material performance or the delivery of any material instrument or (iii) the Trustee or the Security Agent shall become aware of any material nonperformance by the Issuers Issuer or any Mortgaged Guarantor of any covenant or any material breach of any representation or warranty of the Issuers Issuer or such Mortgaged Guarantor set forth in any Security Document, then, in each such event, the Trustee Security Agent shall be entitled (but not obligated) (upon notice to hire, the Trustee) at the sole reasonable cost and expense of the Issuers, Issuer to hire experts, consultants, agents and attorneys (including, without limitation, those with appropriate experience and qualifications in all aspects of shipping, including operations and finance) to advise the Trustee Security Agent on the manner in which the Trustee Security Agent should respond, or direct the Collateral Agent to respond to such request or render any requested performance or response to such nonperformance or breachbreach or to act on its behalf, including without limitation, in connection with Collateral located outside the United States. The Trustee Security Agent shall be fully protected in accordance with Article VII hereof in the taking (or not taking) of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by a majority of Holders pursuant to Section 6.05 and for any action taken by indemnification such consultant, agent or other security provided in Section 7.7 and additional indemnification or other security provided in accordance with Section 6.5 and other sections of this Indentureattorney.

Determinations Relating to Collateral. Subject to Except for any consent, approval or action by the First Lien Intercreditor Agreement (and, if applicable, any Additional Intercreditor Agreement)Collateral Trustee in the ordinary course of the performance of the Collateral Trustee’s duties under the Indenture or the Security Documents, in the event (i) the Collateral Trustee shall receive any written request from the IssuersCompany, the Company a Guarantor or the Collateral Agent Trustee under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Issuers’ Company’s or such Guarantor’s obligations with respect thereto or thereto, (ii) there shall be due to or from the Trustee or the Collateral Agent Trustee under the provisions of any Security Document any material performance or the delivery of any material instrument or (iii) the Collateral Trustee shall become aware of any material nonperformance by the Issuers Company or a Guarantor of any covenant or any material breach of any representation or warranty of the Issuers Company or such Guarantor set forth in any Security Document, then, in each such event, the Collateral Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Issuers, hire experts, consultants, agents and attorneys to advise the Collateral Trustee on the manner in which the Collateral Trustee should respond, or direct the Collateral Agent to respond to such request or render any requested performance or response respond to such nonperformance or breach. The Collateral Trustee shall be fully protected in accordance with Article VII hereof in the taking (or not taking) of any action recommended or approved by any such expert, consultant, agent or attorney and or agreed to by indemnification or other security provided the Holders of a majority in Section 7.7 and additional indemnification or other security provided in accordance with Section 6.5 and other sections principal amount of this Indenturethe outstanding Notes.