Duties of Collateral Agent. Subject to the Collateral Agent having been directed to take such action in accordance with the terms of this Agreement, the Agent and each Lender hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents and any other instruments, documents and agreements referred to therein and to exercise such powers thereunder as are specifically delegated to the Collateral Agent by the terms thereof and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 4.3 hereof, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Agent and the Lenders to enforce the rights and remedies of the Collateral Agent, the Agent and the Lenders provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Senior Indebtedness; provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) except as otherwise provided herein, the Collateral Agent shall act solely at and in accordance with the written direction of the Required Senior Lenders, (ii) the Collateral Agent shall not, without the written consent of all of the Lenders, release, reconvey or terminate by affirmative action or consent to any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon dispositions of Collateral by an Obligor as permitted in accordance with the terms of the Credit Agreement and the Note Agreement prior to the occurrence of an Event of Default, (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) hereof and (z) with respect to property in or on which, by the terms of the Credit Agreement and the Note Agreement, a security interest or lien is not required to be granted to the Collateral Agent) and (iii) the Collateral Agent shall not accept any Senior Indebtedness in whole or partial consideration for the disposition of any Collateral without the written consent of all of the Lenders. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose or otherwise realize upon, collect and dispose of the Collateral or any portion thereof as may be directed by, the Required Senior Lenders...
Duties of Collateral Agent. (a) The Collateral Agent undertakes (i) except while an Event of Default actually known to the Collateral Agent shall have occurred and be continuing, to perform such duties and only such duties as are specifically set forth in this Agreement, or in any direction given pursuant to this Agreement, and (ii) while an Event of Default actually known to the Collateral Agent shall have occurred and be continuing, subject to §8.1(b), to exercise such of the rights and powers as are vested in it by this Agreement and permitted by applicable law. The Collateral Agent upon receipt of instruments or notices furnished to the Collateral Agent pursuant to the provisions of this Agreement shall furnish copies of the same to the Administrative Agent for distribution to the Lenders.
Duties of Collateral Agent. (a) In the event that a Responsible Officer of the Collateral Agent shall have received written notice from a Senior Creditor or any of the Obligors of an Event of Default, the Collateral Agent shall give prompt written notice of such Event of Default to each Senior Creditor. Subject to the terms of Section 5.2(g), the Collateral Agent shall take such action or refrain from taking such action as the Collateral Agent shall be directed pursuant to a Notice of Actionable Default. The term “Responsible Officer” of the Collateral Agent shall mean (i) any officer of the Collateral Agent which is a loan officer on the account of the Obligors under the New Bank Agreement, (ii) any other officer which has direct or indirect supervisory responsibility of the account of the Obligors under the New Bank Agreement, and (iii) any Person to whom notice may be given on behalf of the Collateral Agent under Section 6 hereof.
Duties of Collateral Agent. (a) The Collateral Agent, upon receipt of an appropriate Notice of Event of Default from any Secured Party, shall promptly furnish copies of the same to the other Secured Parties.
Duties of Collateral Agent. (a)If an Event of Default has occurred and is continuing, the Collateral Agent shall exercise its rights and powers and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.
Duties of Collateral Agent. The Collateral Agent shall have no duty to monitor the Servicer nor any liability for the actions or inactions of the Servicer, provided that nothing in this Section 9.05 shall excuse the Collateral Agent from performing its obligations under this Agreement. ARTICLE X AMENDMENTS, MODIFICATIONS, WAIVERS AND CONSENTS
Duties of Collateral Agent. The Collateral Agent undertakes to perform only such duties as are expressly set forth herein. The duties and responsibilities of the Collateral Agent hereunder shall be determined solely by the express provisions of this Agreement and no other or further duties or responsibilities shall be implied.
Duties of Collateral Agent. (a) The Collateral Agent shall have and may exercise such powers under the Security Agreement as are specifically delegated to the Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. The Collateral Agent shall not have any implied duties or any obligations to take any action under the Security Agreement.
Duties of Collateral Agent. Except as set forth in Section 3(f), the Collateral Agent agrees that it will not release Liens or Collateral, as shown in the current books and records of the Collateral Agent, commence Enforcement or take any other action as Collateral Agent to perfect, re-perfect or otherwise maintain in existence any Lien on any item of Collateral under any Security Document without the direction of the Majority Benefited Parties. Each Benefited Party shall notify the Collateral Agent of any transfer of such Benefited Party's Benefited Obligations and of the identity of the transferee thereof. The Collateral Agent shall treat a Person as a Benefited Party upon receipt by the Collateral Agent of written notice of such Person's status as such. The Collateral Agent agrees to administer the Security Documents and the Collateral as directed in writing by the Majority Benefited Parties, to endeavor to collect and disburse funds as provided herein, and to make such demands and give such notices under the Security Documents as the Majority Benefited Parties may from time to time request in writing, and to take such action to enforce the Security Documents and to endeavor to realize upon, collect and dispose of the Collateral or any portion thereof as may be directed in writing by the Majority Benefited Parties, provided, in each instance, such action does not conflict with the terms of this Agreement or the Security Documents.
Duties of Collateral Agent i. The Collateral Agent need perform only those duties that are specifically set forth in this Agreement and no others.
