The Collateral Trustee Clause Samples
The Collateral Trustee clause designates a third party, known as the collateral trustee, to hold and manage collateral on behalf of multiple secured parties in a financing arrangement. In practice, this trustee is responsible for perfecting security interests, administering the collateral, and enforcing rights in the event of a default, ensuring that all lenders or beneficiaries are treated equitably. This clause is essential for streamlining the administration of collateral, reducing complexity, and preventing conflicts among creditors by centralizing control and enforcement under a single entity.
POPULAR SAMPLE Copied 1 times
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. 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 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. 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. 7.1. Collateral Trustee’s Appointment as Attorney-in-Fact, etc.
(a) Each Guarantor hereby irrevocably constitutes and appoints the Collateral Trustee and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Guarantor and in the name of such Guarantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, subject to the Intercreditor Agreement, each Guarantor hereby gives the Collateral Trustee the power and right, on behalf of such Guarantor, without notice to or assent by such Guarantor, to do any or all of the following:
(i) in the name of such Guarantor or its own name, or otherwise, take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable or Contract or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Trustee for the purpose of collecting any and all such moneys due under any Receivable or Contract or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property Collateral, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Trustee may reasonably request to evidence the Collateral Trustee’s security interest in such Intellectual Property and the goodwill and general intangibles of such Guarantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;
(iv) execute, in connection with any sale provided for in Section 6.8 or 6.9, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and
The Collateral Trustee. Certain Duties and Responsibilities 120 Section 6.2 Notice of Event of Default 122 Section 6.3 Certain Rights of Collateral Trustee 122 Section 6.4 Not Responsible for Recitals or Issuance of Debt. 125 Section 6.5 May Hold Securities 125 Section 6.6 Money Held in Trust 125 Section 6.7 Compensation and Reimbursement 126 Section 6.8 Corporate Collateral Trustee Required; Eligibility 127 Section 6.9 Resignation and Removal; Appointment of Successor 127 Section 6.10 Acceptance of Appointment by Successor 129 Section 6.11 Merger, Conversion, Consolidation or Succession to Business of Collateral Trustee 129 Section 6.12 Co-Collateral Trustees 129
The Collateral Trustee. 58 7.1. Collateral Trustee’s Appointment as Attorney-in-Fact, etc. ..................................58 7.2.
The Collateral Trustee. The Collateral Trustee shall be entitled to all of the protections, rights, immunities and indemnities provided to it in the Collateral Trust Agreement and the other First Lien Documents as if fully set forth herein. Notwithstanding anything else to the contrary set forth herein, whenever reference is made herein or any other First Lien Document to any discretionary action by, consent, designation, specification, requirement, objection or approval of, notice, request or other communication from, or other direction given or action to be undertaken (or not to be) suffered or omitted 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, (i) such provision shall refer to the Collateral Trustee exercising each of the foregoing at the instruction of the Administrative Agent or the Required Lenders, as applicable and (ii) it is understood that in all cases, the Collateral Trustee shall be fully justified in failing or refusing to take any such action if it shall not have received written instruction, advice or concurrence from the Administrative Agent or the Required Lenders (or such other number or percentage of Lenders as shall be expressly provided for in any First Lien Document) in respect of such action, and nothing herein shall be deemed to impose any liability on the Collateral Trustee for not taking any such action.
The Collateral Trustee. The Collateral Trustee shall be entitled to all of the protections, immunities, rights and indemnities provided to it in the Collateral Trust Agreement, all of which are hereby incorporated herein by reference. Notwithstanding anything else to the contrary set forth herein, whenever reference is made herein or any other Secured Notes Document 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 not to be) suffered or omitted 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, (i) such provision shall refer to the Collateral Trustee exercising each of the foregoing at the instruction of the Controlling Secured Notes Representative and (ii) it is understood that in all cases, the Collateral Trustee shall be fully justified in failing or refusing to take any such action if it shall not have received written