Obligations of Collateral Agent Sample Clauses
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Obligations of Collateral Agent. The Collateral Agent will:
(i) hold a security interest in the Borrower Collateral for the benefit of the Secured Parties;
(ii) cause the Certificate of Title for each Leased Vehicle to reflect “HTD Leasing LLC” as the recorded lienholder or recorded holder of a security interest in the Leased Vehicle (if those actions have not been taken by the Servicer under Section 3.2(b) of the Servicing Agreement);
(iii) for each Leased Vehicle that is permitted or required by the Basic Documents to be sold or disposed of by the applicable Borrower or reallocated to a Specified Interest other than the Collateral Specified Interest of the applicable Borrower, take action necessary to cause (A) the security interest granted under Section 3.2 in the Leased Vehicle to be released and (B) the evidence of the Collateral Agent as lienholder on the related Certificate of Title to be removed;
(iv) take the actions required to be taken by the Collateral Agent under Article VI following a Facility Event of Default or an Exchange Note Event of Default; and
(v) take the other actions required to be taken by the Collateral Agent under this Agreement.
Obligations of Collateral Agent. In addition to those duties and powers of Collateral Agent pursuant to the Purchase Agreement, upon payment in full of all outstanding amounts due under the Notes, Collateral Agent will promptly terminate all financing statements, filings and other documents referenced in Section 3(a) hereof, and execute and deliver to Debtor such termination statements, releases, re-assignments and other instruments as necessary to re-vest in Debtor full title to the Collateral and to remove all liens and security interests of Secured Parties therein. Collateral Agent hereby appoints Debtor as its attorney in fact with the power and authority to execute and deliver in the name of Collateral Agent and/or Secured Parties any of the foregoing termination statements, releases, re-assignments and other instruments that Collateral Agent and/or Secured Parties refuse or are unable to so execute and deliver. This power of attorney is coupled with an interest and is irrevocable.
Obligations of Collateral Agent. With respect to each Mortgage Loan Document that is delivered to Collateral Agent or which comes into the possession of Collateral Agent, Collateral Agent is the custodian for Agent and Borrower as their interests may appear herein. Collateral Agent shall hold all Mortgage Loan Documents for the exclusive use and benefit of Agent and Borrower as their interests may appear herein, and shall make disposition thereof only in accordance with this Agreement. Collateral Agent shall segregate and maintain continuous custody of the Mortgage Loan Documents in secure and fireproof facilities in accordance with customary standards for such custody.
Obligations of Collateral Agent. (a) The obligations of the Collateral Agent are those specifically provided for in this Agreement, and the Collateral Agent shall have no liability under, or duty to inquire into, the terms and provisions of any agreement between the Pledgor, the Subsidiary and/or the Lender. The duties of the Collateral Agent are purely ministerial in nature, and Collateral Agent shall not incur any liability whatsoever, except for any liability arising out of Collateral Agent’s willful misconduct or bad faith.
(b) The Collateral Agent shall not have any of the responsibility for the genuineness or validity of any document or other item deposited with it or of any signature thereon and shall not have any liability for acting in accordance with any written instructions or certificates given to it as specified hereunder.
(c) Subsidiary, the Pledgor and the Lender jointly and severally agree to hold the Collateral Agent harmless and indemnify the Collateral Agent against any loss, liability, expense (including attorney’s fees), claim or demand arising out of or in connection with the performance of its obligations in accordance with the provisions of this Agreement, except for any of the foregoing arising out of the willful misconduct or bad faith of the Collateral Agent.
(d) If any dispute should arise with respect to the payment of the obligations and/or ownership or right of possession of the Pledged Collateral, the Collateral Agent is authorized and directed to retain the Pledged Collateral in his possession without liability to anyone until such dispute shall have been settled either by a mutual agreement of Pledgor and Lender, or by final order, decree or judgment of a court of competent jurisdiction in the United States (the time for appeal having expired with no appeal having been taken) but the Collateral Agent shall have no duty whatsoever to institute or defend any such judicial proceedings.
(e) The Pledgor acknowledges that Collateral Agent has acted as legal counsel to the Lender and in connection with the Asset Purchase Agreement and the transactions contemplated in connection therewith, is merely acting as a stakeholder under this Agreement and is, therefore, hereby authorized to continue acting as such including, without limitation, with regard to any dispute or controversy arising out of this Agreement, the Asset Purchase Agreement and related documents, the transactions contemplated thereby, the Pledged Collateral or any other matter.
Obligations of Collateral Agent. Upon the occurrence and during the continuation of an Event of Default, but only with the consent (or at the direction) of the Directing Holders and except during a Blockage Period, the Collateral Agent may exercise any or all of the remedies under the Pledge Agreement, or otherwise available to it at law of in equity, subject to the subordination provisions contained in the 2Q 2012 Notes. In the event that the Directing Holders fail to direct the Collateral Agent to exercise any rights, powers and privileges referred to in this Section, then the Collateral Agent shall not take any such action.
Obligations of Collateral Agent