Common use of Obligations of Collateral Agent Clause in Contracts

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. Undertakings of Collateral Agent (a) The obligations Collateral Agent will act as collateral agent for the benefit solely and exclusively of Lender in accordance with ▇▇▇▇▇▇’s respective interest in the Collateral Agent are those specifically provided for as set forth in this Agreement, and the files or reports furnished or made available to Collateral Agent shall have no liability under, or duty to inquire into, daily and upon its request (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“Respective Interest”). (b) The Collateral Agent shall not have any of the responsibility shall, for the genuineness benefit of Lender, perform Collateral Agent’s obligations under these Protocols and the FPL Agreements, and protect, exercise and enforce the liens in favor of Collateral Agent created under the Agreement and all interests, rights, powers and remedies granted or validity of any document available to Collateral Agent under, pursuant to or other item deposited in connection 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 hereunderthe FPL Agreements. (c) SubsidiaryNotwithstanding anything to the contrary contained in these Protocols or the FPL Agreements, the Pledgor and the Lender jointly and severally agree to hold the Collateral Agent harmless and indemnify the Collateral Agent shall not commence any exercise of remedies or otherwise take any action or proceeding 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 Collateral (other than actions as necessary to prove, protect or preserve the liens securing the obligations of Altruist under the Agreement) unless and until it has actual knowledge that a Default has occurred. Collateral Agent shall be deemed to have actual knowledge that a Default has occurred (i) upon receipt of notice from Lender or Altruist that a Default has occurred, or (ii) with respect to an Act of Insolvency by ▇▇▇▇▇▇▇▇, upon the public filing of any case, proceeding, petition or decree against Altruist under Chapter 7 or Chapter 11 of the willful misconduct Bankruptcy Code, under the Securities Investor Protection Act of 1970 or bad faith under the Orderly Liquidation Authority under Title II of the Collateral Agent▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act. (d) If Upon receipt of such notice or deemed notice, Collateral Agent shall, at the request and direction (or deemed direction) of Lender, instruct the Bank as to the disposition of the Collateral and apply the proceeds of the Collateral as provided herein. Collateral Agent shall remit to Lender, or cause the Bank to remit to Lender, proceeds of Collateral deliverable to Lender pursuant to Section 2.2 of these Protocols at Lender’s instruction. Collateral Agent will apply or direct the application of the proceeds of any dispute should arise with respect collection, sale, foreclosure or other realization upon any Collateral in the following order of application: (a) First, to the payment in full of all amounts payable to Lender pursuant to the Agreement (which amounts shall be based on (i) the most recent information concerning the amount of Collateral that should be pledged to Lender received by Collateral Agent from Altruist and (ii) other amounts owed to Lender under the Agreement as determined on a final basis by the trustee or receiver appointed in connection with an insolvency of Altruist or the court presiding over Altruist’s bankruptcy case); (b) Second, to the Bank on account of the obligations and/or ownership Bank’s fees and any reasonable legal fees, costs and expenses or right other liabilities of possession any kind incurred by it to the extent it would be entitled to the same under the Control Agreement; (c) Third, to Collateral Agent on account of Collateral Agent’s fees and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by Collateral Agent to the extent it would be entitled to the same under the Agreement and these Protocols; and (d) Finally, to Altruist any surplus remaining after the payment in full in cash of the Pledged Collateralamounts described in the preceding clauses, 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 Lenderits successors or assigns, or by final order, decree or judgment of as 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 proceedingsmay direct. (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.