The Collateral Trustee. SECTION 7.01.
The Collateral Trustee. In addition to and not in limitation of the terms of Section 8.01, the following terms apply to the Collateral Trustee. Notwithstanding anything contained herein or in any other Transaction Document, any provisions of the Transaction Documents that empower and/or entitle the Collateral Trustee to take action or refrain from taking action, in each case, with respect to the Collateral, shall not impose or be deemed to impose on the Collateral Trustee an obligation to act independently from the instructions of the Administrative Agent (acting on behalf of the Lenders) or to monitor the contingencies that may give rise to the exercise of such power or entitlement. The Collateral Trustee shall not be required to make any calculation contemplated in this Agreement, is authorized to rely on any calculation performed by the Servicer or the Administrative Agent and shall not have any obligation to verify the accuracy thereof. The Collateral Trustee shall not be required to expend or risk any of its own funds or otherwise incur any liability (financial or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have grounds to believe in its sole determination that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. The Collateral Trustee shall not be under any duty to give any property held by it as Collateral Trustee any greater degree of care than it gives its own similar property and shall not be required to invest any funds held hereunder other than deposit of cash Collateral into the Collection Account. As to any fact or matter the manner of ascertainment of which is not specifically described herein, the Collateral Trustee shall be entitled to receive and may for all purposes hereof conclusively rely on a certificate, signed by an officer of any duly authorized Person, as to such fact or matter, and such certificate shall constitute full protection to the Collateral Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. The Collateral Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers other than for its own gross negligence or willful misconduct. The Collateral Trustee shall not have any duty or responsibility in respect of (i) any recording, filing, or depositing of this Agreement or any other agreement...
The Collateral Trustee. 7.1. Collateral Trustee’s Appointment as Attorney-in-Fact, etc.
The Collateral Trustee. Section 6.01. Collateral Trustee’s Appointment as Attorney-in-fact, etc. 22 Section 6.02. Duty of Collateral Trustee 23 Section 6.03. Execution of Financing Statements 24 Section 6.04. Authority of Collateral Trustee 25 ARTICLE 7 MISCELLANEOUS Section 7.01. Amendments in Writing 25 Section 7.02. Notices 25 Section 7.03. No Waiver by Course of Conduct; Cumulative Remedies 25 Section 7.04. Successors and Assigns 26 Section 7.05. Counterparts 26 Section 7.06. Severability 26 Section 7.07. Section Headings 26 Section 7.08. Governing Law 26 Section 7.09. Submission to Jurisdiction; Waivers 26 Section 7.10. Acknowledgements 27 Section 7.11. Additional Grantors 27 Section 7.12. Termination of Security Interests; Release of Collateral 27 Section 7.13. Excluded Subsidiaries 30 Section 7.14. Waiver of Jury Trial 30 Section 7.15. Collateral Trust Agreement and Pari Passu Intercreditor Agreement 30 Section 7.16. The Administrative Agent 31 Section 7.17. Consent of Certain Grantors 31 Section 7.18. Extensions 31 SCHEDULES AND ANNEXES Schedule 1.01A Pledged Promissory Notes Schedule 1.01B Pledged Stock Schedule 1.01C Excluded Joint Ventures Schedule 3.02 Perfection Matters Schedule 3.06 Intellectual Property Schedule 3.07 Deposit Accounts Schedule 3.09 Commercial Tort Claims Schedule 4.01 Certain Certificated Securities Exhibit A Assumption Agreement Exhibit B Deposit Account Control Agreement Exhibit C Perfection Certificate Exhibit D-1 List of Material Government Contracts Exhibit D-2 Assignment of Government Contracts Exhibit D-3 Notice of Assignment of Government Contracts COLLATERAL AGREEMENT COLLATERAL AGREEMENT, dated as of October 1, 2018, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of Wilmington Trust, National Association, as Collateral Trustee (in such capacity, the “Collateral Trustee”), for the benefit of the Credit Facility Secured Parties (such term, and each other capitalized term used herein, having the meaning assigned thereto in Article 1 hereof).
The Collateral Trustee. (a) The Collateral Trustee will hold (directly or through co-trustees or agents), and is directed by each Holder to so hold, and will be entitled to enforce, on behalf of the Holders, all Liens on the Collateral created by the Security Documents for their benefit and the benefit of the other Secured Parties, subject to the provisions of the Intercreditor Agreements. Neither the Issuer nor any of its Affiliates may serve as Collateral Trustee.
The Collateral Trustee. Section 6.1 Certain Duties and Responsibilities 121 Section 6.2 Notice of Event of Default 123 Section 6.3 Certain Rights of Collateral Trustee 123 Section 6.4 Not Responsible for Recitals or Issuance of Debt. 126 Section 6.5 May Hold Securities 126 Section 6.6 Money Held in Trust 126 Section 6.7 Compensation and Reimbursement 127 Section 6.8 Corporate Collateral Trustee Required; Eligibility 128 Section 6.9 Resignation and Removal; Appointment of Successor 128 Section 6.10 Acceptance of Appointment by Successor 130 Section 6.11 Merger, Conversion, Consolidation or Succession to Business of Collateral Trustee 130 Section 6.12 Co-Collateral Trustees 130
The Collateral Trustee. (a) The Trustee and each Holder, by its acceptance of the Notes, hereby acknowledge and agree that pursuant to the Collateral Trust Agreement, the Collateral Trustee shall hold in trust for the benefit of all current and future Secured Parties a security interest in the Collateral granted to the Collateral Trustee pursuant to the applicable Security Document.
The Collateral Trustee. As provided in Section 2.1 of the Collateral Trust Agreement, the Secured Parties have appointed The Bank of New York, as their Collateral Trustee for purposes of this Agreement.
The Collateral Trustee. By accepting a Note, each Holder is deemed to have irrevocably appointed the Collateral Trustee to act as its agent under the Security Documents and irrevocably authorized the Collateral Trustee to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Security Documents or other documents to which it is a party, together with any other incidental rights, powers and discretions, and (ii) execute each document expressed to be executed by the Collateral Trustee on its behalf. The Collateral Trustee will have no duties or obligations except those expressly set forth in the Security Documents to which it is party; provided that no provision of this Indenture shall be construed to relieve the Collateral Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct. Notwithstanding the generality of the foregoing:
The Collateral Trustee. (i) It is expressly understood and agreed by the parties hereto and each Priority Lien Secured Party, by accepting the benefits of this Agreement, acknowledges and agrees that the obligations of the Collateral Trustee as holder of the Collateral and interests therein and with respect to the disposition thereof, and otherwise under this Agreement, are only those expressly set forth in this Agreement. The Collateral Trustee shall act hereunder on the terms and conditions set forth in the Collateral Trust Agreement.
