Common use of Appointment of Collateral Agent; Duties of Collateral Agent Clause in Contracts

Appointment of Collateral Agent; Duties of Collateral Agent. (a) The Lender appoints Xxxxx Fargo Bank, National Association as Collateral Agent for the benefit of the Secured Parties. Xxxxx Fargo Bank, National Association accepts such appointment and agrees to perform the duties of the Collateral Agent under this Agreement. (b) The Collateral Agent will: (i) hold a security interest in all Collateral for the benefit of the Secured Parties; (ii) execute and deliver all supplements and amendments to this Agreement (including all Exchange Note Supplements) and all financing statements, continuation statements, instruments of further assurance and other instruments, and take such other action necessary or advisable (including recording such financing statements or other instruments in a public filing office), in each case, as prepared for execution and directed by the Servicer, to: (A) maintain or preserve the security interest (and the priority of such security interest) granted under Section 3.2(a) of this Agreement or carry out the purposes of this Agreement; (B) perfect, publish notice of or protect the validity of any security interest granted pursuant to this Agreement; (C) enforce the Collateral; and (D) preserve and defend title to the Collateral and the rights of the Secured Parties in such Collateral against the claims of all Persons; (iii) cooperate with the Servicer to cause the Certificate of Title for each Collateral Leased Vehicle to reflect “Xxxxx Fargo Bank, N.A., as Collateral Agent” or such substantially similar words as the relevant Governmental Authority will accept and as are acceptable to the Collateral Agent and the Servicer, as the recorded lienholder or recorded holder of a security interest in such Collateral Leased Vehicle (except to the extent that such actions have been taken by the Servicer pursuant to Section 2.4 of the Basic Servicing Agreement); (iv) with respect to each Collateral Leased Vehicle that is permitted or required by the Basic Documents to be sold or otherwise disposed of by the Borrower, take all action necessary to cause (A) the security interest granted pursuant to Section 3.2 in such Collateral Leased Vehicle to be released and (B) the evidence of the Collateral Agent as lienholder on the related Certificate of Title to be removed, in each case as prepared and directed by the Servicer; (v) take the actions required to be taken by the Collateral Agent pursuant to Article VI following an Lending Facility Default or an Exchange Note Default; and (vi) take the other actions required to be taken by the Collateral Agent under this Agreement. (c) The Borrower will pay the Collateral Agent as compensation for the Collateral Agent’s services under this Agreement such fees as have been separately agreed upon from time to time between the Borrower and the Collateral Agent. The Borrower will reimburse the Collateral Agent for all liabilities and reasonable out-of-pocket expenses incurred by the Collateral Agent, including costs of collection, and the reasonable compensation, expenses and disbursements of the Collateral Agent’s agents, counsel, accountants and experts, but excluding any expenses incurred by the Collateral Agent through the Collateral Agent’s own willful misconduct, negligence, or bad faith. The obligations of the Borrower to the Collateral Agent pursuant to this Section 3.1(c) will survive the termination of this Agreement and resignation or removal of the Collateral Agent. Any expenses incurred by the Collateral Agent after the occurrence of a Lending Facility Default or an Exchange Note Default are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable federal or State bankruptcy, insolvency or similar law.

Appointment of Collateral Agent; Duties of Collateral Agent. (a) The Lender appoints Xxxxx Fargo Bank, National Association Collateral Title as Collateral Agent under this Agreement for the benefit of the Secured Parties. Xxxxx Fargo Bank, National Association Collateral Title accepts such appointment and agrees to perform the duties of the Collateral Agent under this Agreement. (b) The Collateral Agent will: (i) hold a security interest in all the Collateral for the benefit of the Secured Parties; (ii) execute and deliver all supplements and amendments to this Agreement (including all Exchange Note Supplements) and all financing statements, continuation statements, instruments of further assurance and other instruments, and take such other action necessary or advisable (including recording such financing statements or other instruments in a public filing office), in each case, as prepared for execution and directed by the Servicer, ) to: (A) maintain or preserve the security interest (and the priority of such security interest) granted under Section 3.2(a) of this Agreement 3.02 or carry out the purposes of this Agreement; (B) perfect, publish notice of or protect the validity of any security interest granted pursuant to this Agreement; (C) enforce the Collateral; andor (D) preserve and defend title to the Collateral and the rights of the Secured Parties in such Collateral against the claims of all Persons; (iii) cooperate with if the Servicer determines, pursuant to Section 4.02(b) of the Basic Servicing Agreement, that liens in favor of the Collateral Agent on the Certificates of Title to the Vehicles are necessary or desirable, cause the Certificate of Title for each Collateral Leased Vehicle to reflect “Xxxxx Fargo BankCollateral Title Co.”, N.A., as Collateral Agent” or such substantially similar words as the relevant Governmental Authority Registrar of Titles will accept and as are acceptable to the Collateral Agent and the Serviceraccept, as the recorded lienholder or recorded holder of a security interest in such Collateral Leased Vehicle (except to the extent that such actions have been taken by the Servicer pursuant to Section 2.4 of the Basic Servicing Agreement)Vehicle; (iv) with respect to each Collateral Leased Vehicle that is permitted or required by the Basic Documents to be sold or otherwise disposed of by the Borrower, take all action necessary to cause (A) the security interest granted pursuant to Section 3.2 3.02 in such Collateral Leased Vehicle to be released and (B) if such Vehicle is a Collateral Agent Vehicle, the evidence of the Collateral Agent as lienholder on the related Certificate of Title to be removed, in each case as prepared and directed by the Servicer; (v) take the actions required to be taken by the Collateral Agent pursuant to Article VI Six following a Facility Default, an Lending Facility Default Early Termination Event or an Exchange Note Default; and (vi) take the other actions required to be taken by the Collateral Agent under this Agreement. (c) The Borrower or the Titling Trust Administrator will pay the Collateral Agent as compensation for the Collateral Agent’s services under this Agreement such fees as have been separately agreed upon from time to time between the Borrower and the Collateral Agent. The Borrower or the Titling Trust Administrator will reimburse the Collateral Agent for all liabilities and reasonable out-of-pocket expenses incurred by the Collateral Agent, including costs of collection, collection and the reasonable compensation, expenses and disbursements of the Collateral Agent’s agents, counsel, accountants and experts, but excluding any expenses incurred by the Collateral Agent through the Collateral Agent’s own willful misconduct, negligence, negligence or bad faithfaith or arising from a breach of any representation or warranty made by the Collateral Agent in Section 3.04. The obligations of the Borrower to the Collateral Agent pursuant to this Section 3.1(c) subsection will survive the termination of this Agreement. (d) The Administrative Agent agrees for the benefit of the Collateral Agent, the other parties to this Agreement and resignation the Exchange Noteholders to perform, on behalf of the Collateral Agent, all of the duties that the Collateral Agent is required to perform under this Agreement. In addition, the Administrative Agent agrees to (i) maintain the Collateral Agent in existence in its State of organization, (ii) maintain all licenses, qualifications, authorizations and approvals from Governmental Authorities that are necessary or removal desirable to facilitate the performance of the Collateral Agent’s obligations under this Agreement and (iii) comply with, and take all actions as are necessary or appropriate to avoid any violation of, the articles of incorporation and the by-laws of the Collateral Agent. Any expenses incurred The Collateral Agent will not be responsible for, nor have any liability with respect to any actions taken, or omitted to be taken, by the Administrative Agent on behalf of the Collateral Agent. It is contemplated that, pursuant to the Administration Agreement, the Administrative Agent will delegate to the Collateral Agent Administrator certain of the duties that the Administrative Agent is required to perform on behalf of the Collateral Agent pursuant to this subsection, and each party to this Agreement and each Exchange Noteholder (by accepting the related Exchange Note) consents to such delegation. In order to facilitate performance of the duties of the Collateral Agent Administrator under the Administration Agreement, the Collateral Agent agrees to execute and deliver a power of attorney in favor of the Collateral Agent Administrator in substantially the form set forth as Exhibit D. (e) The Collateral Agent constitutes and irrevocably appoints the Administrative Agent and all Persons (including the Collateral Agent Administrator) to whom the obligations of the Administrative Agent under this Agreement are delegated, at all times from and after the occurrence date of this Agreement through the date on which this Agreement is terminated, as the true and lawful attorney of the Collateral Agent, with full power (in the name of the Collateral Agent or otherwise) to exercise all rights of the Collateral Agent, including the power and right to sign any document, agreement or instrument on behalf of the Collateral Agent in connection with such exercise of rights. The power of attorney granted, and all authority conferred, pursuant to this subsection are granted and conferred solely to facilitate the performance of the Administrative Agent’s obligations under this Agreement and will be exercised solely in a Lending Facility Default manner consistent with this Agreement. This power of attorney will be irrevocable as one coupled with an interest prior to the date on which this Agreement is terminated. The rights granted under this subsection will terminate as to any Person upon the resignation or an Exchange Note Default are intended removal of such Person in the capacity of Administrative Agent and pass to constitute expenses of administration under the Bankruptcy Code or any other applicable federal or State bankruptcy, insolvency or similar lawsuccessor Administrative Agent that is appointed pursuant to this Agreement.

Appointment of Collateral Agent; Duties of Collateral Agent. (a) The Lender appoints Xxxxx Fargo Bank, National Association as Collateral Agent for the benefit of the Secured Parties. Xxxxx Fargo Bank, National Association accepts such appointment and agrees to perform the duties of the Collateral Agent under this Agreement. (b) The Collateral Agent will: (i) hold a security interest in all Collateral for the benefit of the Secured Parties; (ii) execute and deliver all supplements and amendments to this Agreement (including all Exchange Note Supplements) and all financing statements, continuation statements, instruments of further assurance and other instruments, and take such other action necessary or advisable (including recording such financing statements or other instruments in a public filing office), in each case, as prepared for execution and directed by the Servicer, to: (A) maintain or preserve the security interest (and the priority of such security interest) granted under Section 3.2(a) of this Agreement or carry out the purposes of this Agreement; (B) perfect, publish notice of or protect the validity of any security interest granted pursuant to this Agreement; (C) enforce the Collateral; and (D) preserve and defend title to the Collateral and the rights of the Secured Parties in such Collateral against the claims of all Persons; (iii) cooperate with the Servicer to cause the Certificate of Title for each Collateral Leased Vehicle to reflect “Xxxxx Fargo Bank, N.A., as Collateral Agent” or such substantially similar words as the relevant Governmental Authority will accept and as are acceptable to the Collateral Agent and the Servicer, as the recorded lienholder or recorded holder of a security interest in such Collateral Leased Vehicle (except to the extent that such actions have been taken by the Servicer pursuant to Section 2.4 of the Basic Servicing Agreement); (iv) with respect to each Collateral Leased Vehicle that is permitted or required by the Basic Documents to be sold or otherwise disposed of by the Borrower, take all action necessary to cause (A) the security interest granted pursuant to Section 3.2 in such Collateral Leased Vehicle to be released and (B) the evidence of the Collateral Agent as lienholder on the related Certificate of Title to be removed, in each case as prepared and directed by the Servicer; (v) take the actions required to be taken by the Collateral Agent pursuant to Article VI following an Lending Facility Default or an Exchange Note Default; and (vi) take the other actions required to be taken by the Collateral Agent under this Agreement. (c) The Borrower will pay the Collateral Agent as compensation for the Collateral Agent’s services under this Agreement such fees as have been separately agreed upon from time to time between the Borrower and the Collateral Agent. The Borrower will reimburse the Collateral Agent for all liabilities and reasonable out-of-pocket expenses incurred by the Collateral Agent, including costs of collection, and the reasonable compensation, expenses and disbursements of the Collateral Agent’s agents, counsel, accountants and experts, but excluding any expenses incurred by the Collateral Agent through the Collateral Agent’s own willful misconduct, negligence, or bad faith. The obligations of the Borrower to the Collateral Agent pursuant to this Section 3.1(c) will survive the termination of this Agreement and resignation or removal of the Collateral AgentAgreement. Any expenses incurred by the Collateral Agent after the occurrence of a Lending Facility Default or an Exchange Note Default are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable federal or State bankruptcy, insolvency or similar law.

Appointment of Collateral Agent; Duties of Collateral Agent. (a) The Lender appoints Xxxxx Fargo Bank, National Association HTD as Collateral Agent under this Agreement for the benefit of the Secured Parties. Xxxxx Fargo Bank, National Association HTD accepts such appointment and agrees to perform the duties of the Collateral Agent under this Agreement. (b) The Collateral Agent will: (i) hold a security interest in all the Collateral for the benefit of the Secured Parties; (ii) execute and deliver all supplements and amendments to this Agreement (including all Exchange Note Supplements) and all financing statements, continuation statements, instruments of further assurance and other instruments, and take such other action necessary or advisable (including recording such financing statements or other instruments in a public filing office), in each case, as prepared for execution and directed by the Servicer, ) to: (A) maintain or preserve the security interest (and the priority of such security interest) granted under Section 3.2(a) 3.02 of this Agreement or carry out the purposes of this Agreement; (B) perfect, publish notice of or protect the validity of any security interest granted pursuant to this Agreement; (C) enforce the Collateral; andor (D) preserve and defend title to the Collateral and the rights of the Secured Parties in such Collateral against the claims of all Persons; (iii) cooperate with the Servicer to cause the Certificate of Title for each Collateral Leased Vehicle to reflect “Xxxxx Fargo Bank, N.A., as Collateral AgentHTD Leasing LLC” or such substantially similar words as the relevant Governmental Authority will accept and as are acceptable to the Collateral Agent and the Serviceraccept, as the recorded lienholder or recorded holder of a security interest in such Collateral Leased Vehicle (except to the extent that such actions have been taken by the Servicer pursuant to Section 2.4 4.2(b) of the Basic Servicing Agreement); (iv) with respect to each Collateral Leased Vehicle that is permitted or required by the Basic Documents to be sold or otherwise disposed of by the applicable Borrower or reallocated to a Specified Interest other than the Collateral Specified Interest of the applicable Borrower, take all action necessary to cause (A) the security interest granted pursuant to Section 3.2 3.02 in such Collateral Leased Vehicle to be released and (B) the evidence of the Collateral Agent as lienholder on the related Certificate of Title to be removed, in each case as prepared and directed by the Servicer; (v) take the actions required to be taken by the Collateral Agent pursuant to Article VI following a Facility Default, an Lending Facility Default Early Termination Event or an Exchange Note Default; and (vi) take the other actions required to be taken by the Collateral Agent under this Agreement. (c) The Borrower Borrowers or their respective Titling Company Administrators will pay the Collateral Agent as compensation for the Collateral Agent’s services under this Agreement such fees as have been separately agreed upon from time to time between the Borrower Borrowers and the Collateral Agent. The Borrower Borrowers or their respective Titling Company Administrators will reimburse the Collateral Agent for all liabilities and reasonable out-of-pocket expenses incurred by the Collateral Agent, including costs of collection, and the reasonable compensation, expenses and disbursements of the Collateral Agent’s agents, counsel, accountants and experts, but excluding any expenses incurred by the Collateral Agent through the Collateral Agent’s own willful misconduct, negligence, negligence or bad faith. The obligations of the Borrower Borrowers to the Collateral Agent pursuant to this Section 3.1(c3.01(c) will survive the termination of this Agreement and resignation or removal of the Collateral AgentAgreement. Any expenses incurred by the Collateral Agent after the occurrence of a Lending Facility Default or an Exchange Note Default are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable federal or State bankruptcy, insolvency or similar law. (d) The Administrative Agent agrees for the benefit of the Collateral Agent, the other parties to this Agreement and the Exchange Noteholders to perform, on behalf of the Collateral Agent, all of the duties that the Collateral Agent is required to perform under this Agreement. In addition, the Administrative Agent agrees to (i) maintain the Collateral Agent in existence in its state of organization, (ii) maintain all licenses, qualifications, authorizations and approvals from Governmental Authorities that are necessary or desirable to facilitate the performance of the Collateral Agent’s obligations under this Agreement, (iii) maintain a 100% limited liability company interest in the Collateral Agent at all times and (iv) comply with, and take all actions as are necessary or appropriate to avoid any violation of, the HTD LLC Agreement. The Collateral Agent will not be responsible for, nor have any liability with respect to, any actions taken, or omitted to be taken, by the Administrative Agent on behalf of the Collateral Agent. It is contemplated that, pursuant to the HTD Administration Agreement, the Administrative Agent will delegate to the Collateral Agent Administrator certain of the duties that the Administrative Agent is required to perform on behalf of the Collateral Agent pursuant to this Section 3.01(d), and each party to this Agreement and each Exchange Noteholder (by accepting the related Exchange Note) consents to such delegation. In order to facilitate performance of the duties of the Collateral Agent Administrator under the HTD Administration Agreement, the Collateral Agent agrees to execute and deliver a power of attorney in favor of the Collateral Agent Administrator in substantially the form set forth as Exhibit E. (e) The Collateral Agent constitutes and irrevocably appoints the Administrative Agent and all Persons (including the Collateral Agent Administrator) to whom the obligations of the Administrative Agent under this Agreement are delegated, at all times from and after the date of the Original Agreement through the date on which this Agreement is terminated, as the true and lawful attorney of the Collateral Agent, with full power (in the name of the Collateral Agent or otherwise) to exercise all rights of the Collateral Agent, including the power and right to sign any document, agreement or instrument on behalf of the Collateral Agent in connection with such exercise of rights. The power of attorney granted, and all authority conferred, pursuant to this Section 3.01(e) are granted and conferred solely to facilitate the performance of the Administrative Agent’s obligations under this Agreement and will be exercised solely in a manner consistent with this Agreement. This power of attorney will be irrevocable as one coupled with an interest prior to the date on which this Agreement is terminated. The rights granted under this Section 3.01(e) will terminate as to any Person upon the resignation or removal of such Person in the capacity of Administrative Agent and pass to any successor Administrative Agent that is appointed pursuant to this Agreement.

Appointment of Collateral Agent; Duties of Collateral Agent. (a) The Lender appoints Xxxxx Fargo Bank, National Association Daimler Title as Collateral Agent under this Agreement for the benefit of the Secured Parties. Xxxxx Fargo Bank, National Association Daimler Title accepts such appointment and agrees to perform the duties of the Collateral Agent under this Agreement. (b) The Collateral Agent will: (i) hold a security interest in all the Collateral for the benefit of the Secured Parties; (ii) execute and deliver all supplements and amendments to this Agreement (including all Exchange Note Supplements) and all financing statements, continuation statements, instruments of further assurance and other instruments, and take such other action necessary or advisable (including recording such financing statements or other instruments in a public filing office), in each case, as prepared for execution and directed by the Servicer, ) to: (A) maintain or preserve the security interest (and the priority of such security interest) granted under Section 3.2(a) of this Agreement 3.02 or carry out the purposes of this Agreement; (B) perfect, publish notice of or protect the validity of any security interest granted pursuant to this Agreement; (C) enforce the Collateral; andor (D) preserve and defend title to the Collateral and the rights of the Secured Parties in such Collateral against the claims of all Persons; (iii) cooperate with if the Servicer determines, pursuant to Section 4.02(b) of the Basic Servicing Agreement, that liens in favor of the Collateral Agent on the Certificates of Title to the Vehicles are necessary or desirable, cause the Certificate of Title for each Collateral Leased Vehicle to reflect “Xxxxx Fargo BankDaimler Title Co.”, N.A., as Collateral Agent” or such substantially similar words as the relevant Governmental Authority Registrar of Titles will accept and as are acceptable to the Collateral Agent and the Serviceraccept, as the recorded lienholder or recorded holder of a security interest in such Collateral Leased Vehicle (except to the extent that such actions have been taken by the Servicer pursuant to Section 2.4 of the Basic Servicing Agreement)Vehicle; (iv) with respect to each Collateral Leased Vehicle that is permitted or required by the Basic Documents to be sold or otherwise disposed of by the Borrower, take all action necessary to cause (A) the security interest granted pursuant to Section 3.2 3.02 in such Collateral Leased Vehicle to be released and (B) if such Vehicle is a Collateral Agent Vehicle, the evidence of the Collateral Agent as lienholder on the related Certificate of Title to be removed, in each case as prepared and directed by the Servicer; (v) take the actions required to be taken by the Collateral Agent pursuant to Article VI Six following a Facility Default, an Lending Facility Default Early Termination Event or an Exchange Note Default; and (vi) take the other actions required to be taken by the Collateral Agent under this Agreement. (c) The Borrower or the Titling Trust Administrator will pay the Collateral Agent as compensation for the Collateral Agent’s services under this Agreement such fees as have been separately agreed upon from time to time between the Borrower and the Collateral Agent. The Borrower or the Titling Trust Administrator will reimburse the Collateral Agent for all liabilities and reasonable out-of-pocket expenses incurred by the Collateral Agent, including costs of collection, collection and the reasonable compensation, expenses and disbursements of the Collateral Agent’s agents, counsel, accountants and experts, but excluding any expenses incurred by the Collateral Agent through the Collateral Agent’s own willful misconduct, negligence, negligence or bad faithfaith or arising from a breach of any representation or warranty made by the Collateral Agent in Section 3.04. The obligations of the Borrower to the Collateral Agent pursuant to this Section 3.1(c) subsection will survive the termination of this Agreement. (d) The Administrative Agent agrees for the benefit of the Collateral Agent, the other parties to this Agreement and resignation the Exchange Noteholders to perform, on behalf of the Collateral Agent, all of the duties that the Collateral Agent is required to perform under this Agreement. In addition, the Administrative Agent agrees to (i) maintain the Collateral Agent in existence in its State of organization, (ii) maintain all licenses, qualifications, authorizations and approvals from Governmental Authorities that are necessary or removal desirable to facilitate the performance of the Collateral Agent’s obligations under this Agreement and (iii) comply with, and take all actions as are necessary or appropriate to avoid any violation of, the articles of incorporation and the by-laws of the Collateral Agent. Any expenses incurred The Collateral Agent will not be responsible for, nor have any liability with respect to any actions taken, or omitted to be taken, by the Administrative Agent on behalf of the Collateral Agent. It is contemplated that, pursuant to the Administration Agreement, the Administrative Agent will delegate to the Collateral Agent Administrator certain of the duties that the Administrative Agent is required to perform on behalf of the Collateral Agent pursuant to this subsection, and each party to this Agreement and each Exchange Noteholder (by accepting the related Exchange Note) consents to such delegation. In order to facilitate performance of the duties of the Collateral Agent Administrator under the Administration Agreement, the Collateral Agent agrees to execute and deliver a power of attorney in favor of the Collateral Agent Administrator in substantially the form set forth as Exhibit D. (e) The Collateral Agent constitutes and irrevocably appoints the Administrative Agent and all Persons (including the Collateral Agent Administrator) to whom the obligations of the Administrative Agent under this Agreement are delegated, at all times from and after the occurrence date of this Agreement through the date on which this Agreement is terminated, as the true and lawful attorney of the Collateral Agent, with full power (in the name of the Collateral Agent or otherwise) to exercise all rights of the Collateral Agent, including the power and right to sign any document, agreement or instrument on behalf of the Collateral Agent in connection with such exercise of rights. The power of attorney granted, and all authority conferred, pursuant to this subsection are granted and conferred solely to facilitate the performance of the Administrative Agent’s obligations under this Agreement and will be exercised solely in a Lending Facility Default manner consistent with this Agreement. This power of attorney will be irrevocable as one coupled with an interest prior to the date on which this Agreement is terminated. The rights granted under this subsection will terminate as to any Person upon the resignation or an Exchange Note Default are intended removal of such Person in the capacity of Administrative Agent and pass to constitute expenses of administration under the Bankruptcy Code or any other applicable federal or State bankruptcy, insolvency or similar lawsuccessor Administrative Agent that is appointed pursuant to this Agreement.

Appointment of Collateral Agent; Duties of Collateral Agent. (a) The Lender appoints Xxxxx Fargo Bankconfirms the appointment of Computershare Trust Company, National Association N.A. as Collateral Agent for the benefit of the Secured Parties. Xxxxx Fargo BankComputershare Trust Company, National Association N.A. accepts such appointment and agrees to perform the duties of the Collateral Agent under this Agreement. (b) The Collateral Agent will: (i) hold a security interest in all Collateral for the benefit of the Secured Parties; (ii) execute and deliver all supplements and amendments to this Agreement (including all Exchange Note Supplements) and all financing statements, continuation statements, instruments of further assurance and other instruments, and take such other action necessary or advisable (including recording such financing statements or other instruments in a public filing office), in each case, as prepared for execution and directed by the Servicer, to: (A) maintain or preserve the security interest (and the priority of such security interest) granted under Section 3.2(a) of this Agreement or carry out the purposes of this Agreement; (B) perfect, publish notice of or protect the validity of any security interest granted pursuant to this Agreement; (C) enforce the Collateral; and (D) preserve and defend title to the Collateral and the rights of the Secured Parties in such Collateral against the claims of all Persons; (iii) cooperate with the Servicer to cause the Certificate of Title for each Collateral Leased Vehicle to reflect “Xxxxx Fargo BankComputershare Trust Company, N.A., as Collateral Agent” or such substantially similar words as the relevant Governmental Authority will accept and as are acceptable to the Collateral Agent and the Servicer, as the recorded lienholder or recorded holder of a security interest in such Collateral Leased Vehicle (except (i) to the extent that such actions have been taken by the Servicer pursuant to Section 2.4 of the Basic Servicing AgreementAgreement or (ii) with respect to Collateral Leased Vehicles with a Lease Date on or prior to December 31, 2022, the Certificate of Title may list Xxxxx Fargo Bank, N.A. as lienholder on such Certificate of Title, provided that Xxxxx Fargo Bank, N.A. has validly assigned its security interest in such Collateral Leased Vehicle to the Collateral Agent); (iv) with respect to each Collateral Leased Vehicle that is permitted or required by the Basic Documents to be sold or otherwise disposed of by the Borrower, take all action necessary to cause (A) the security interest granted pursuant to Section 3.2 in such Collateral Leased Vehicle to be released and (B) the evidence of the Collateral Agent as lienholder on the related Certificate of Title to be removed, in each case as prepared and directed by the Servicer; (v) take the actions required to be taken by the Collateral Agent pursuant to Article VI following an Lending Facility Default or an Exchange Note Default; and (vi) take the other actions required to be taken by the Collateral Agent under this Agreement. (c) The Borrower will pay the Collateral Agent as compensation for the Collateral Agent’s services under this Agreement such fees as have been separately agreed upon from time to time between the Borrower and the Collateral Agent. The Borrower will reimburse the Collateral Agent for all liabilities and reasonable out-of-pocket expenses incurred by the Collateral Agent, including costs of collection, and the reasonable compensation, expenses and disbursements of the Collateral Agent’s agents, counsel, accountants and experts, but excluding any expenses incurred by the Collateral Agent through the Collateral Agent’s own willful misconduct, negligence, or bad faith. The obligations of the Borrower to the Collateral Agent pursuant to this Section 3.1(c) will survive the termination of this Agreement and resignation or removal of the Collateral Agent. Any expenses incurred by the Collateral Agent after the occurrence of a Lending Facility Default or an Exchange Note Default are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable federal or State bankruptcy, insolvency or similar law.