Acceptance by Collateral Agent. The Collateral Agent hereby acknowledges its acceptance of all right, title and interest in and to the Receivables in the Additional Asset Pool One Accounts now existing and hereafter created, pledged to the Collateral Agent pursuant to Section 3(a) of this Assignment and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit and security of the Asset Pool One Noteholders, the Indenture Trustee, in its individual capacity and the Collateral Agent, in its individual capacity.
Acceptance by Collateral Agent. Any successor Collateral Agent appointed as provided in Section 8.10 shall execute, acknowledge and deliver to the Issuer and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Collateral Agent herein; but, nevertheless, on the written request of the Issuer or of the successor Collateral Agent, the Collateral Agent ceasing to act shall, at the expense of the Issuer and subject to payment of any amounts then due pursuant to the provisions of Section 6.06 of the Base Indenture, execute and deliver an instrument transferring to such successor Collateral Agent all the rights and powers of the Collateral Agent so ceasing to act. Upon request of any such Collateral Agent, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Collateral Agent all such rights and powers. Any Collateral Agent ceasing to act shall, nevertheless, retain a senior claim to which the Notes are hereby made subordinate on all money or property held or collected by such Collateral Agent as such, except for funds held in trust for the benefit of Holders of particular Notes, to secure any amounts then due it pursuant to the provisions of Section 6.06 of the Base Indenture. No successor Collateral Agent shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 6.09 of the Base Indenture.
Acceptance by Collateral Agent. Collateral Agent accepts its duties and obligations under this Deed of Trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law.
Acceptance by Collateral Agent. The Collateral Agent hereby agrees to act as agent for and representative of the Secured Party, effective immediately upon the occurrence of the Grant Effectiveness Condition, pursuant to the terms and conditions of, and to fully and timely perform its duties under, this Agreement and the Pledge Documents until the satisfaction in full in cash and discharge of the Secured Obligations. By its execution and delivery of this Agreement, the Collateral Agent accepts its appointment as Collateral Agent, effective immediately upon occurrence of the Grant Effectiveness Condition, and agrees to, among other things: (i) take the actions and otherwise exercise the rights and perform the duties described in Section 2.a. above, (ii) notify Secured Party of the occurrence of a Default or Event of Default of which it has knowledge and any material adverse change or development in the perfection of the security interest of the Collateral Agent, for the benefit of the Secured Party, in the Collateral of which it has knowledge; (iii) execute and cause to be filed all financing statements, if any, and other documents (including without limitation, at the direction of the Secured Party, continuation statements and financing statement amendments) necessary or appropriate to perfect and maintain the security interest of the Collateral Agent, for the benefit of the Secured Party, in the Collateral; (iv) release Collateral in accordance with the terms of the Pledge Documents; (v) upon the occurrence of a Default or Event of Default of which it has knowledge, solicit direction from the Secured Party as to any disposition or other action with respect to the Collateral; (vi) effectuate any actions called for by the Secured Party, (vii) conduct any foreclosure or other disposition of the Collateral in a commercially reasonable manner in accordance with the written instructions of the Secured Party; and (viii) distribute the proceeds from any such foreclosure or other disposition in accordance with the Pledge Documents.
Acceptance by Collateral Agent. (a) The Collateral Agent hereby acknowledges its acceptance, on behalf of the Secured Parties, of the pledge by the Debtor of the Loans and all other Collateral. The Collateral Agent further acknowledges that, prior to or simultaneously with the execution and delivery of this Agreement, the Debtor delivered to the Collateral Agent the computer file or microfiche list represented by the Debtor to be the computer file or microfiche list described in the third paragraph of Section 2.1.
Acceptance by Collateral Agent. (a) (i) As security for the prompt and complete payment of the Note and the performance of all of the Borrower’s obligations under the Note, this Agreement and the other Transaction Documents, the Borrower hereby grants to the Collateral Agent, for the benefit of the Secured Parties, without recourse except as provided herein, a security interest in and continuing Lien on all of the Borrower’s property (whether now owned or hereafter acquired or arising, and wherever located) including, without limitation, all of its right, title and interest to: (i) the Underlying Class B Note, and all monies due or to become due in payment thereupon on and after the Underlying Closing Date, including but not limited to all Collections; (ii) all Related Security; and (iii) all income and Proceeds of the foregoing (collectively, the “Collateral”). The foregoing pledge does not constitute an assumption by the Collateral Agent of any obligations of the Borrower to any Person in connection with the Collateral or under any agreement or instrument relating to the Collateral.
Acceptance by Collateral Agent. The Collateral Agent hereby accepts the appointment as collateral agent under the terms of this Agreement, the Pledge Agreement and the Letter Amendments and agrees to act on the terms and conditions hereinafter set forth. In the event of any conflict between any prior agreement involving the parties (including without limitation the Pledge Agreement and the Letter Amendments) and this Agreement, the terms of this Agreement shall control. The Collateral Agent shall have no obligation with respect to any Pledged Securities that are not delivered to him and shall have no obligation to take any action to compel such delivery. Escrow Agreement September 30, 2005
Acceptance by Collateral Agent. ..28 Section 2.3. Procedures for Funding of Advances.........................................................30 Section 2.4. Determination of Yield.....................................................................31
Acceptance by Collateral Agent. (a) (i) As security for the prompt and complete payment of the Note and the performance of all of the Borrower's obligations under the Note, this Agreement and the other Transaction Documents, the Borrower hereby grants to the Collateral Agent, for the benefit of the Secured Parties, without recourse except as provided herein, a security interest in and continuing Lien on all of the Borrower's property (whether now owned or hereafter acquired or arising, and wherever located) including, without limitation, all of its right, title and interest to: (i) the Loans, and all monies due or to become due in payment thereupon on and after the related Cut-Off Date; (ii) all Related Security; and (iii) all income and Proceeds of the foregoing (collectively, the "Collateral"). The foregoing pledge does not constitute an assumption by the Collateral Agent of any obligations of the Borrower to Obligors or any other Person in connection with the Collateral or under any agreement or instrument relating to the Collateral, including, without limitation, any obligation to make future advances to or on behalf of such Obligors.
Acceptance by Collateral Agent. The Collateral Agent hereby agrees to act as agent for the Noteholders pursuant to the terms and conditions of, and to fully and timely perform its duties under, this Agreement and the Note Documents until the satisfaction in full and discharge of the Obligations. By its execution and delivery of this Agreement, the Collateral Agent accepts its appointment as Collateral Agent and agrees to, among other things: (i) take the actions and otherwise exercise the rights and perform the duties described in Section 2(a) above; (ii) distribute to each of the Noteholders any written notices, documents or reports received by it pursuant to the Note Documents, including notice of any Event of Default under the Security Agreements; (iii) notify each Noteholder of the occurrence of a Default or Event of Default of which it has actual knowledge; (iv) upon the occurrence of a Default or Event of Default of which it has actual knowledge, solicit direction from the Required Holders as to any action with respect to the Security; (vi) effectuate any actions called for by the Required Holders; (vii) to exercise all rights for the benefit of the Noteholders in accordance with the Note Documents and otherwise in accordance with the written instructions of the Required Holders, including without limitation, (A) calling and making demands under the Notes and the Security Agreements, (B) accelerating payment of the principal amount of the Notes and demanding payment of the Obligations, and (C) enforcing the Security Agreements and the Security; and (vii) distribute the proceeds received by the Collateral Agent in any enforcement of the Security Agreements and the Security in accordance with the terms of the Security Agreements.
