Common use of Limitations on Duties of Collateral Trustee Clause in Contracts

Limitations on Duties of Collateral Trustee. (a) Unless an Enforcement Period is in effect, the Collateral Trustee shall be obligated to perform such duties and only such duties as are specifically set forth in this Trust Agreement, the Second Priority Guarantees and the Second Priority Security Documents, and no implied covenants or obligations shall be read into this Trust Agreement, any Second Priority Guarantee or any Second Priority Security Document against the Collateral Trustee. If and so long as an Enforcement Period is in effect, the Collateral Trustee shall, subject to the provisions of subsection 3.5(b), exercise the rights and powers vested in it by this Trust Agreement, the Second Priority Guarantees and the Second Priority Security Documents, and shall not be liable with respect to any action taken by it, or omitted to be taken by it, in accordance with the direction of the Requisite Second Priority Holders. (b) Whenever reference is made in this Trust Agreement to any action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Trustee to any amendment, waiver or other modification of this Trust Agreement or of any Second Priority Guarantee or any Second Priority Security Document to be executed (or not to be executed) by the Collateral Trustee or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Trustee, it is understood that in all cases the Collateral Trustee shall be acting, giving, withholding, suffering, omitting, making or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed in writing by the Requisite Second Priority Holders. This provision is intended solely for the benefit of the Collateral Trustee 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 under or in relation to any Second Priority Security Documents, or confer any rights or benefits on any party hereto. The Collateral Trustee shall, subject to subsection 6.1, make available for inspection and copying by the Indenture Trustee each certificate or other document furnished to the Collateral Trustee by Satmex under or in respect of this Trust Agreement, any Second Priority Guarantee or any Second Priority Security Document or any of the Second Priority Collateral. (c) No provision of this Trust Agreement, any Second Priority Guarantee or any Second Priority Security Document shall be deemed to impose any duty or obligation on the Collateral Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which the Collateral Trustee shall be unqualified or incompetent, to perform any such act or acts or to exercise any such right, power, duty or obligation or if such performance or exercise would constitute doing business by the Collateral Trustee in such jurisdiction or impose a tax on the Collateral Trustee by reason thereof.

Limitations on Duties of Collateral Trustee. (a) Unless an Enforcement Period is in effect, the The Collateral Trustee shall be obligated obliged to perform such duties and only such duties as are specifically set forth in this Trust Agreement, the Second Priority Guarantees and the Second Priority Security Documentsany Collateral Document, and no implied covenants or obligations shall be read into this Trust Agreement, any Second Priority Guarantee or any Second Priority Security Collateral Document against the Collateral Trustee. If and so long as an Enforcement Period is in effect, the The Collateral Trustee shall, subject to upon receipt of a Notice of Actionable Default and during such time as such Notice of Actionable Default shall not have been withdrawn in accordance with the provisions of subsection 3.5(b)Section 3.1(b) and unless prevented from doing so by applicable law or by order of a court or other Governmental Authority, exercise the rights and powers vested in it by this Trust Agreementany Collateral Document, the Second Priority Guarantees and the Second Priority Security Documents, and Collateral Trustee shall not be liable with respect to any action taken by it, or omitted to be taken by it, it in accordance with the direction of the Requisite Second Priority HoldersLender or the Indenture Trustee pursuant to Section 3.2 of this Agreement. If at any time the Collateral Trustee shall seek directions of the Lender or the Indenture Trustee with respect to any such action to be taken or omitted by it under any of the Collateral Documents, the Collateral Trustee shall not be required to take or omit such action until it shall have received such direction. (b) Whenever reference is made in this Trust Agreement Except as herein otherwise expressly provided, including, without limitation, upon the written direction of the Lender or the Indenture Trustee pursuant to any action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Trustee to any amendment, waiver or other modification Section 3.2 of this Trust Agreement or of any Second Priority Guarantee or any Second Priority Security Document to be executed (or not to be executed) by the Collateral Trustee or to any electionAgreement, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Trustee, it is understood that in all cases the Collateral Trustee shall be acting, giving, withholding, suffering, omitting, making or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed in writing by the Requisite Second Priority Holders. This provision under any obligation to take any action which is intended solely for the benefit of discretionary with the Collateral Trustee and its successors and permitted assigns and is not intended to and will not entitle under the other parties hereto to provisions of any defense, claim or counterclaim under or in relation to any Second Priority Security Documents, or confer any rights or benefits on any party heretoCollateral Document. The Collateral Trustee shallshall furnish to (i) until the payment in full of the Credit Agreement Obligations, subject to subsection 6.1the Lender and (ii) from and after the payment in full of the Credit Agreement Obligations, make available for inspection and copying by the Indenture Trustee Trustee, promptly upon receipt thereof a copy of each certificate or other document paper furnished to the Collateral Trustee by Satmex any Grantor under or in respect of this Trust Agreement, any Second Priority Guarantee or any Second Priority Security Collateral Document or any of the Second Priority Collateral. (c) No provision Trust Estate, unless by the express terms of this Trust Agreementany Collateral Document a copy of the same is required to be furnished by some other Person directly to the Lender or the Indenture Trustee, any Second Priority Guarantee or any Second Priority Security Document shall be deemed to impose any duty or obligation on the Collateral Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegalas applicable, or in which the Collateral Trustee shall be unqualified or incompetenthave determined that the same has already been so furnished; provided, to perform any such act or acts or to exercise any such righthowever, power, duty or obligation or if such performance or exercise would constitute doing business by that the Collateral Trustee in shall have no liability for its inadvertent failure to furnish any such jurisdiction or impose a tax on the Collateral Trustee by reason thereofPerson with any such copies.

Limitations on Duties of Collateral Trustee. (a) Unless an Enforcement Period is in effect, the Collateral Trustee shall be obligated to perform such duties and only such duties as are specifically set forth in this Trust Agreement, the Second First Priority Guarantees and the Second First Priority Security Documents, and no implied covenants or obligations shall be read into this Trust Agreement, any Second First Priority Guarantee or any Second First Priority Security Document against the Collateral Trustee. If and so long as an Enforcement Period is in effect, the Collateral Trustee shall, subject to the provisions of subsection 3.5(b), exercise the rights and powers vested in it by this Trust Agreement, the Second First Priority Guarantees and the Second First Priority Security Documents, and shall not be liable with respect to any action taken by it, or omitted to be taken by it, in accordance with the direction of the Requisite Second First Priority Holders. (b) Whenever reference is made in this Trust Agreement to any action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Trustee to any amendment, waiver or other modification of this Trust Agreement or of any Second First Priority Guarantee or any Second First Priority Security Document to be executed (or not to be executed) by the Collateral Trustee or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Trustee, it is understood that in all cases the Collateral Trustee shall be acting, giving, withholding, suffering, omitting, making or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed in writing by the Requisite Second First Priority Holders. This provision is intended solely for the benefit of the Collateral Trustee 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 under or in relation to any Second First Priority Security Documents, or confer any rights or benefits on any party hereto. The Collateral Trustee shall, subject to subsection 6.1, make available for inspection and copying by the Indenture Trustee each certificate or other document furnished to the Collateral Trustee by Satmex under or in respect of this Trust Agreement, any Second First Priority Guarantee or any Second First Priority Security Document or any of the Second First Priority Collateral. (c) No provision of this Trust Agreement, any Second First Priority Guarantee or any Second First Priority Security Document shall be deemed to impose any duty or obligation on the Collateral Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which the Collateral Trustee shall be unqualified or incompetent, to perform any such act or acts or to exercise any such right, power, duty or obligation or if such performance or exercise would constitute doing business by the Collateral Trustee in such jurisdiction or impose a tax on the Collateral Trustee by reason thereof.

Limitations on Duties of Collateral Trustee. (a) Unless an Enforcement Period a Notice of Event of Default is in effect, the Collateral Trustee shall be obligated to perform such duties and only such duties as are specifically set forth in this Collateral Trust Agreement, the Second Priority Guarantees Agreement and the Second Priority Collateral Trust Security Documents, and no implied covenants or obligations shall be read into this Collateral Trust Agreement, any Second Priority Guarantee Agreement or any Second Priority Collateral Trust Security Document against the Collateral Trustee. If and so long as an Enforcement Period a Notice of Event of Default is in effect, the Collateral Trustee shallmay, subject to the provisions of subsection 3.5(bSection 2.05(b), exercise the rights and powers vested in it the Collateral Trustee by this Collateral Trust Agreement, the Second Priority Guarantees Agreement and the Second Priority Collateral Trust Security Documents, and shall not be liable with respect to any action taken by ittaken, or omitted to be taken by ittaken, in accordance with the direction of the Requisite Second Priority Holdersthis Collateral Trust Agreement. (b) Whenever reference is made in this Trust Agreement to any action byExcept as herein otherwise expressly provided, 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 Trustee to any amendment, waiver or other modification of this Trust Agreement or of any Second Priority Guarantee or any Second Priority Security Document to be executed (or not to be executed) by the Collateral Trustee or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Trustee, it is understood that in all cases the Collateral Trustee shall be acting, giving, withholding, suffering, omitting, making or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed in writing by the Requisite Second Priority Holders. This provision under any obligation to take any action which is intended solely for the benefit of discretionary with the Collateral Trustee and its successors and permitted assigns and is not intended to and will not entitle under the other parties hereto to provisions hereof or of any defense, claim or counterclaim under or in relation to any Second Priority Collateral Trust Security Documents, or confer any rights or benefits on any party heretoDocument except upon the written request of the Applicable Representatives. The Collateral Trustee shall, subject to subsection 6.1, shall make available for inspection and copying by the Indenture Trustee any Representative each certificate or other document paper furnished to the Collateral Trustee by Satmex any of the Loan Parties under or in respect of this Collateral Trust Agreement, any Second Priority Guarantee or any Second Priority Security Document Agreement or any of the Second Priority Collateral. (c) No provision of this Collateral Trust Agreement, Agreement or of any Second Priority Guarantee or any Second Priority Collateral Trust Security Document shall be deemed to impose any duty or obligation on the Collateral Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which the Collateral Trustee shall be unqualified or incompetent, to perform any such act or acts or to exercise any such right, power, duty or obligation or if such performance or exercise would constitute doing business by the Collateral Trustee in such jurisdiction or impose a tax on the Collateral Trustee by reason thereofthereof or to risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder. (d) The Collateral Trustee shall have no duties other than those specifically set forth or provided for in the Collateral Trust Security Documents to which it is a party, and no implied covenants or obligations of the Collateral Trustee shall be read into the Collateral Trust Security Documents to which the Collateral Trustee is a party. (e) Anything in this Collateral Trust Agreement to the contrary notwithstanding, in no event shall the Collateral Trustee be liable under or in connection with this Collateral Trust Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Collateral Trustee has been advised of the possibility thereof and regardless of the form of action in which such damages are sought. (f) In no event shall the Collateral Trustee be responsible or liable for any failure or delay in the performance of its obligations here under 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, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Collateral Trustee shall use reasonable efforts with are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Limitations on Duties of Collateral Trustee. (ai) Unless an Enforcement Period is in effect, the The Collateral Trustee shall be obligated obliged to perform such duties and only such duties as are specifically set forth in this Trust Agreement, the Second Priority Guarantees and the Second Priority ABL Intercreditor Agreement or in any Security DocumentsDocument, and no implied covenants or obligations shall be read into this Trust Agreement, any Second Priority Guarantee the ABL Intercreditor Agreement or any Second Priority Security Document against the Collateral Trustee. If Trustee and so long as an Enforcement Period is in effect, the Collateral Trustee shall, subject to the provisions of subsection 3.5(b), exercise the rights and powers vested in it by this Trust Agreement, the Second Priority Guarantees and the Second Priority Security Documents, and shall not be liable with respect to any action taken by it, or omitted to be taken by it, it in accordance with the direction of the Requisite Second Priority HoldersApplicable Authorized Representative pursuant to Section 3(h). (bii) Except as herein otherwise expressly provided, the Collateral Trustee shall not be under any obligation to take any action that is discretionary with the Collateral Trustee under the provisions hereof or under the ABL Intercreditor Agreement or any Security Document except upon the written request of the Applicable Authorized Representative pursuant to Section 3(h). The Collateral Trustee shall make available for inspection and copying by the Term Loan Agent, the Senior Indenture Trustee and each Additional Authorized Representative, each certificate or other paper furnished to the Collateral Trustee by the Company under or in respect of this Agreement, the ABL Intercreditor Agreement, any Security Document or any of the Trust Estate. (iii) Whenever reference is made in this Trust Agreement to any action by, consent, designation, specification, requirement or of 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 Trustee to any amendment, waiver or other modification of this Trust Agreement or of any Second Priority Guarantee or any Second Priority Security Document to be executed (or not to be executed) by the Collateral Trustee or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Trustee, it is understood that in all cases the Collateral Trustee shall shall, except as otherwise expressly provided in this Agreement, be acting, giving, withholding, suffering, omitting, making taking or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed in writing by the Requisite Second Priority HoldersSecured Parties. This provision is intended solely for the benefit of the Collateral Trustee 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 under or in relation to any Second Priority Security Documentscounterclaim, or confer any rights or benefits on any party hereto. The Collateral Trustee shall, subject to subsection 6.1, make available for inspection and copying by the Indenture Trustee each certificate or other document furnished to the Collateral Trustee by Satmex under or in respect of this Trust Agreement, any Second Priority Guarantee or any Second Priority Security Document or any of the Second Priority Collateral. (c) No provision of this Trust Agreement, any Second Priority Guarantee or any Second Priority Security Document shall be deemed to impose any duty or obligation on the Collateral Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which the Collateral Trustee shall be unqualified or incompetent, to perform any such act or acts or to exercise any such right, power, duty or obligation or if such performance or exercise would constitute doing business by the Collateral Trustee in such jurisdiction or impose a tax on the Collateral Trustee by reason thereof.

Limitations on Duties of Collateral Trustee. (ai) Unless an Enforcement Period is in effect, the The Collateral Trustee will not have any fiduciary duties nor shall it be obligated obliged to perform such any duties and only other than such duties as are specifically set forth in this Trust Agreement, the Second Priority Guarantees and the Second Priority Agreement or in any Security DocumentsDocument, and no implied covenants or obligations shall be read into this Trust Agreement, any Second Priority Guarantee Agreement or any Second Priority Security Document against the Collateral Trustee. If Trustee and so long as an Enforcement Period is in effect, the Collateral Trustee shall, subject to the provisions of subsection 3.5(b), exercise the rights and powers vested in it by this Trust Agreement, the Second Priority Guarantees and the Second Priority Security Documents, and shall not be liable with respect to any action taken by it, or omitted to be taken by it, it in accordance with the direction of the Requisite Second Priority HoldersApplicable Parity Lien Representative pursuant to Section 3(h). The Collateral Trustee will not be required to take any action that is contrary to applicable law or any provision of this Agreement or the other Parity Lien Documents. (bii) Whenever Except as herein otherwise expressly provided, the Collateral Trustee shall not be under any obligation to take any action that is discretionary with the Collateral Trustee under the provisions hereof or under any Security Document except upon the written request, accompanied by satisfactory indemnity, of the Applicable Parity Lien Representative pursuant to Section 3(h). The Collateral Trustee may at any time solicit written confirmatory instructions, in the form of, including but not limited to, an Officer’s Certificate, written instructions from the Applicable Parity Lien Representative or an order of a court of competent jurisdiction, as to any action that it may be requested or required to take, or that it may propose to take, in the performance of any of its obligations under this Agreement or the other Parity Lien Documents. The Collateral Trustee shall make available for inspection and copying by the Credit Agreement Administrative Agent, the Trustee and each Additional Authorized Representative, each certificate or other paper furnished to the Collateral Trustee by the Company or any other Grantor under or in respect of this Agreement, any Security Document or any of the Trust Estate. (iii) Notwithstanding anything to the contrary, whenever reference is made in this Trust Agreement to any action by, consent, designation, specification, requirement or of 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 Trustee to any amendment, waiver or other modification of this Trust Agreement or of any Second Priority Guarantee or any Second Priority Security Document to be executed (or not to be executed) by the Collateral Trustee or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Trustee, it is understood that in all cases the Collateral Trustee shall shall, except as otherwise expressly provided in this Agreement, be acting, giving, withholding, suffering, omitting, making taking or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed in writing by the Requisite Second Priority Holders. Applicable Parity Lien Representative, along with the provision of a satisfactory indemnity The Collateral Trustee shall have no liability for any failure or delay in taking any actions contemplated above as a result of the failure or delay on the part of the Applicable Parity Lien Representative This provision is intended solely for the benefit of the Collateral Trustee 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 under or in relation to any Second Priority Security Documentscounterclaim, or confer any rights or benefits on any party hereto. (iv) As to any matter not expressly provided for by this Agreement or the other Parity Lien Documents, the Collateral Trustee will act or refrain from acting as directed by the Applicable Parity Lien Representative, and will be fully protected if it does so, and any action taken, suffered or omitted pursuant hereto or thereto shall be binding on the Secured Parties. The Collateral Trustee shallshall not be liable for any action it takes or omits to take in good faith in accordance with a direction from the Applicable Parity Lien Representative. (v) Beyond the exercise of reasonable care in the custody of Collateral in its possession or control, subject to subsection 6.1, make available for inspection and copying by the Indenture Trustee each certificate or other document furnished to the Collateral Trustee by Satmex under will have no duty as to any Collateral in its possession or control or in respect the possession or control of this Trust Agreement, any Second Priority Guarantee agent or bailee or any Second Priority Security Document income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Collateral Trustee will 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 Liens on the Collateral. The Collateral Trustee will 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 it accords its own property, and the Collateral Trustee will not be liable or responsible for any loss or diminution in the value of any of the Second Priority Collateral (including possessory Collateral. (c) No provision by reason of this Trust Agreement, any Second Priority Guarantee or any Second Priority Security Document shall be deemed to impose any duty or obligation on the Collateral Trustee to perform any act or acts omission of any carrier, forwarding agency or exercise any right, power, duty other agent or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which the Collateral Trustee shall be unqualified or incompetent, to perform any such act or acts or to exercise any such right, power, duty or obligation or if such performance or exercise would constitute doing business bailee selected by the Collateral Trustee in such jurisdiction or impose a tax on good faith. (vi) Except as provided in Section 6(f)(v) above, the Collateral Trustee by reason thereofwill not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, for the validity, value, genuineness, ownership, transferability or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of any Grantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Collateral Trustee hereby disclaims any representation or warranty to the current and future holders of the Parity Lien Obligations concerning the perfection of the security interests granted to it or in the value of any Collateral. The Collateral Trustee shall not be under any obligation to the Credit Agreement Administrative Agent, the Trustee or any holder of Parity Lien Debt to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Parity Lien Document or to inspect the properties, books or records of any Grantor. (vii) In no event shall the Collateral Trustee be required to execute and deliver any landlord lien waiver, estoppel or collateral access letter, or any account control agreement or any instruction or direction letter delivered in connection with such document that the Collateral Trustee determines adversely affects it or otherwise subjects it to personal liability, including without limitation agreements to indemnify any contractual counterparty, in each case, unless the Collateral Trustee receives satisfactory indemnity therefor.

Limitations on Duties of Collateral Trustee. (ai) Unless an Enforcement Period is in effect, the The Collateral Trustee will not have any fiduciary duties nor shall it be obligated obliged to perform such duties and only such duties as are specifically set forth in this Trust Agreement, the Second Priority Guarantees and the Second Priority Intercreditor Agreement or in any Security DocumentsDocument, and no implied covenants or obligations shall be read into this Trust Agreement, any Second Priority Guarantee the Intercreditor Agreement or any Second Priority Security Document against the Collateral Trustee. If Trustee and so long as an Enforcement Period is in effect, the Collateral Trustee shall, subject to the provisions of subsection 3.5(b), exercise the rights and powers vested in it by this Trust Agreement, the Second Priority Guarantees and the Second Priority Security Documents, and shall not be liable with respect to any action taken by it, or omitted to be taken by it, it in accordance with the direction of the Requisite Second Priority HoldersApplicable Parity Lien Representative pursuant to Section 3(h). Without limiting the generality of the foregoing sentences, the use of the term “trustee” in this Agreement with reference to the Collateral Trustee is not intended to connote any fiduciary or other implied (or express) obligations arising under trust or 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 Trustee will not be required to take any action that is contrary to applicable law or any provision of this Agreement, the other Parity Lien Documents or the Intercreditor Agreement. (bii) Except as herein otherwise expressly provided, the Collateral Trustee shall not be under any obligation to take any action that is discretionary with the Collateral Trustee under the provisions hereof or under the Intercreditor Agreement or any Security Document except upon the written request, accompanied by satisfactory indemnity, of the Applicable Parity Lien Representative pursuant to Section 3(h). The Collateral Trustee may at any time solicit written confirmatory instructions, in the form of, including but not limited to, an Officer’s Certificate, written instructions from the Applicable Parity Lien Representative or an order of a court of competent jurisdiction, as to any action that it may be requested or required to take, or that it may propose to take, in the performance of any of its obligations under this Agreement or the other Parity Lien Documents. The Collateral Trustee shall make available for inspection and copying by the Trustee and each Additional Authorized Representative, each certificate or other paper furnished to the Collateral Trustee by the Issuers under or in respect of this Agreement, the Intercreditor Agreement, any Security Document or any of the Trust Estate. (iii) Whenever reference is made in this Trust Agreement to any action by, consent, designation, specification, requirement or of 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 Trustee to any amendment, waiver or other modification of this Trust Agreement or of any Second Priority Guarantee or any Second Priority Security Document to be executed (or not to be executed) by the Collateral Trustee or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Trustee, it is understood that in all cases the Collateral Trustee shall shall, except as otherwise expressly provided in this Agreement, be acting, giving, withholding, suffering, omitting, making taking or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed in writing directed, along with the provision of a satisfactory indemnity, by the Requisite Second Priority HoldersSecured Parties. This provision is intended solely for the benefit of the Collateral Trustee 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 under or in relation to any Second Priority Security Documentscounterclaim, or confer any rights or benefits on any party hereto. (iv) As to any matter not expressly provided for by this Agreement or the other Parity Lien Documents, the Collateral Trustee will act or refrain from acting as directed by the Applicable Parity Lien Representative, and will be fully protected if it does so, and any action taken, suffered or omitted pursuant hereto or thereto shall be binding on the Secured Parties. The Collateral Trustee shallshall not be liable for any action it takes or omits to take in good faith in accordance with a direction from the Applicable Parity Lien Representative. Limitations on Duty of Collateral Trustee in Respect of Collateral. (v) Beyond the exercise of reasonable care in the custody of Collateral in its possession or control, subject the Collateral Trustee will have no duty as to subsection 6.1any 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 and the Collateral Trustee will 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 Liens on the Collateral; provided that, make available for inspection notwithstanding the foregoing, the Collateral Trustee will execute, file or record UCC-3 continuation statements and copying by other documents and instruments to preserve, protect or perfect the Indenture Trustee each certificate or other document furnished security interests granted to the Collateral Trustee (subject to the priorities set forth herein) if it shall receive a specific written request to execute, file or record the particular continuation statement or other specific document or instrument by Satmex under any Applicable Parity Lien Representative accompanied by such continuation statement, document or instrument in respect proper recordable form. The Collateral Trustee will be deemed to have exercised reasonable care in the custody of this Trust Agreementthe Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property, and the Collateral Trustee will not be liable or responsible for any Second Priority Guarantee loss or any Second Priority Security Document or diminution in the value of any of the Second Priority Collateral. (c) No provision Collateral by reason of this Trust Agreement, any Second Priority Guarantee or any Second Priority Security Document shall be deemed to impose any duty or obligation on the Collateral Trustee to perform any act or acts omission of any carrier, forwarding agency or exercise any right, power, duty other agent or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which the Collateral Trustee shall be unqualified or incompetent, to perform any such act or acts or to exercise any such right, power, duty or obligation or if such performance or exercise would constitute doing business bailee selected by the Collateral Trustee in such jurisdiction or impose a tax on good faith. (vi) Except as provided in Section 6(f)(v) above, the Collateral Trustee by reason thereofwill not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of any Grantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Collateral Trustee hereby disclaims any representation or warranty to the current and future holders of the Parity Lien Obligations concerning the perfection of the security interests granted to it or in the value of any Collateral. The Collateral Trustee shall not be under any obligation to the Trustee or any holder of Parity Lien Debt to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this or any other Parity Lien Document or the Intercreditor Agreement or to inspect the properties, books or records of any Grantor.

Limitations on Duties of Collateral Trustee. (a) Unless an Enforcement Period is No provision of this Agreement shall require the Collateral Trustee to expend or risk its own funds or otherwise incur any financial liability in effectthe performance of any of its duties hereunder, or in the exercise of any of its rights or powers. The Collateral Trustee shall be obligated obliged to perform such duties and only such duties as are specifically set forth in this Trust Agreement, the Second Priority Guarantees and the Second Priority Security DocumentsAgreement or any Shared Collateral Document to which it is a party, and no implied covenants or obligations shall be read into this Trust Agreement, any Second Priority Guarantee or any Second Priority Security Shared Collateral Document against the Collateral Trustee. If and so long as an Enforcement Period is in effect, the The Collateral Trustee shall, subject to upon receipt of a Notice of Actionable Default and during such time as such Notice of Actionable Default shall not have been withdrawn in accordance with the provisions of subsection 3.5(b)Section 3.2(b) and unless prevented from doing so by applicable law or by order of a court or other Governmental Authority, exercise the rights and powers vested in it by this Trust Agreementany Shared Collateral Document, the Second Priority Guarantees and the Second Priority Security Documents, and Collateral Trustee shall not be liable with respect to any action taken by it, or omitted to be taken by it, it in accordance with the direction of the Requisite Second Priority HoldersBank Administrative Agent or the Required Holders of Secured Debt pursuant to Section 3.1 of this Agreement. If at any time the Collateral Trustee shall in accordance with the provisions hereof seek directions of the Bank Administrative Agent or the Required Holders of Secured Debt with respect to any such action to be taken or omitted by it under any of the Shared Collateral Documents, the Collateral Trustee shall not be required to take or omit such action until it shall have received such direction. (b) Whenever reference is made in this Trust Agreement Except as herein otherwise expressly provided, including, without limitation, upon the written direction of the Bank Administrative Agent pursuant to any action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Trustee to any amendment, waiver or other modification Section 3.1 of this Trust Agreement or of any Second Priority Guarantee or any Second Priority Security Document to be executed (or not to be executed) by the Collateral Trustee or to any electionAgreement, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Trustee, it is understood that in all cases the Collateral Trustee shall be acting, giving, withholding, suffering, omitting, making or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed in writing by the Requisite Second Priority Holders. This provision under any obligation to take any action which is intended solely for the benefit of discretionary with the Collateral Trustee and its successors and permitted assigns and is not intended to and will not entitle under the other parties hereto to provisions of any defense, claim or counterclaim under or in relation to any Second Priority Security Documents, or confer any rights or benefits on any party heretoShared Collateral Document. The Collateral Trustee shallshall furnish to the Bank Administrative Agent or the Required Holders of Secured Debt, subject to subsection 6.1, make available for inspection and copying by the Indenture Trustee promptly upon receipt thereof a copy of each certificate or other document paper furnished to the Collateral Trustee by Satmex any Grantor under or in respect of this Trust Agreement, any Second Priority Guarantee or any Second Priority Security Shared Collateral Document or any of the Second Priority Collateral. (c) No provision Trust Estate, unless by the express terms of this Trust Agreement, any Second Priority Guarantee or any Second Priority Security Shared Collateral Document shall a copy of the same is required to be deemed furnished by some other Person directly to impose any duty or obligation on the Collateral Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegalBank Administrative Agent and the Required Holders of Secured Debt, or in which the Collateral Trustee shall be unqualified or incompetenthave determined that the same has already been so furnished; provided, to perform any such act or acts or to exercise any such righthowever, power, duty or obligation or if such performance or exercise would constitute doing business by that the Collateral Trustee in shall have no liability for its inadvertent failure to furnish any such jurisdiction or impose a tax on the Collateral Trustee by reason thereofPerson with any such copies.