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. SECTION 7.01.
The Collateral Trustee. 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 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, 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.
(b) Except as provided in this Indenture and the Security Documents, the Collateral Trustee will not be obligated:
(1) to act upon directions purported to be delivered to it by any Person;
(2) to foreclose upon or otherwise enforce any Lien; or
(3) to take any other action whatsoever with regard to any or all of the Security Documents, the Liens created thereby or the Collateral.
The Collateral Trustee. 58 7.1. Collateral Trustee’s Appointment as Attorney-in-Fact, etc. ..................................58 7.2.
The Collateral Trustee. Certain Duties and Responsibilities 116 Section 6.2 Notice of Event of Default 117 Section 6.3 Certain Rights of Collateral Trustee 118 Section 6.4 Not Responsible for Recitals or Issuance of Debt 121 Section 6.5 May Hold Securities 121 Section 6.6 Funds Held in Trust 121 Section 6.7 Compensation and Reimbursement 121 Section 6.8 Corporate Collateral Trustee Required; Eligibility 123 Section 6.9 Resignation and Removal; Appointment of Successor 123 Section 6.10 Acceptance of Appointment by Successor 125 Section 6.11 Merger, Conversion, Consolidation or Succession to Business of Collateral Trustee 125 Section 6.12 Co-Collateral Trustees 125
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. Section 3.01 Appointment and Undertaking of the Collateral Trustee.
(a) Each Priority Secured Party (other than the Collateral Trustee) acting through its respective Priority Debt Representative and/or by its acceptance of the Security Documents applicable to it hereby appoints the Collateral Trustee to serve as collateral trustee hereunder on the terms and conditions set forth herein. Subject to, and in accordance with, this Agreement, the Collateral Trustee will, as collateral trustee, for the benefit solely and exclusively of the present and future Priority Secured Parties:
(i) accept, enter into, hold, maintain, administer and enforce all Security Documents, including all Shared Collateral subject thereto, and all Liens created thereunder, perform its obligations hereunder and under the Security Documents and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Security Documents (including in connection with any Enforcement Action or Insolvency or Liquidation Proceeding);
(ii) take all lawful and commercially reasonable actions permitted under the Security Documents that it may deem necessary or advisable to protect or preserve its interest in the Shared Collateral subject thereto and such interests, rights, powers and remedies;
(iii) deliver and receive notices pursuant to this Agreement and the Security Documents;
(iv) sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, take any Enforcement Action, or otherwise exercise or enforce the rights and remedies of a secured party (including a mortgagee, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Shared Collateral under the Security Documents and its other interests, rights, powers and remedies;
(v) remit as provided in Section 8.01 all cash proceeds received by the Collateral Trustee from an Enforcement Action under the Security Documents or any of its other interests, rights, powers or remedies;
(vi) execute and deliver (A) amendments and supplements to the Security Documents as from time to time authorized pursuant to Section 11.02 accompanied by an Officers’ Certificate to the effect that the amendment or supplement was permitted under Section 11.02 and (B) acknowledgements of Priority Confirmation Joinders delivered pursuant to Section 6.04;
(vii) release or subordinate any Lien granted to it by any Security Document upon any Shared...
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.
(ii) The powers conferred on the Collateral Trustee hereunder are solely to protect their interest and the interests of the Priority Lien Secured Parties in the Collateral and shall not impose any duty upon them to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by the Collateral Trustee hereunder or as otherwise provided for under the Collateral Trust Agreement or the UCC, the Collateral Trustee shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral, whether or not the Collateral Trustee has or has been or are deemed to have knowledge of such matters.
The Collateral Trustee. 138 Section 6.1 Certain Duties and Responsibilities ....................................................... 138 Section 6.2 Notice of Event of Default ..................................................................... 140 Section 6.3 Certain Rights of Collateral Trustee ...................................................... 140 Section 6.4 Not Responsible for Recitals or Issuance of Debt ................................. 144 Section 6.5 May Hold Debt ...................................................................................... 144 Section 6.6 Money Held in Trust .............................................................................. 144 Section 6.7
