Common use of Authority of Pledgee Clause in Contracts

Authority of Pledgee. (a) The Pledgee is hereby appointed the attorney-in-fact of the Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instruments which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest, provided that no action may be taken by the Pledgee pursuant to such appointment so long as the Liabilities are not yet due and payable. Without limiting the generality of the foregoing, the Pledgee shall have the right and power to receive, endorse and collect all checks made payable to the order of the Pledgor representing any dividend or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same. (b) The Pledgee shall have and be entitled to exercise all such powers hereunder as are specifically delegated to the Pledgee by the terms hereof, together with such powers as are incidental thereto. The Pledgee may execute any of its duties hereunder by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of such counsel concerning all matters pertaining to its duties hereunder. Neither the Pledgee, nor any director, officer or employee of the Pledgee, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct. The Pledgor hereby agrees to reimburse the Pledgee, on demand, for all reasonable expenses incurred by the Pledgee in connection with the enforcement of this Agreement (including expenses incurred by any agent employed by the Pledgee) and agrees to indemnify and hold harmless the Pledgee and/or any such agent from and against any and all liability incurred by the Pledgee or such agent hereunder or in connection herewith, unless such liability shall be due to willful misconduct or negligence on the part of the Pledgee or such agent.

Authority of Pledgee. (a) The Pledgee is hereby appointed the attorney-in-fact of the Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instruments which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest, provided that no action may be taken by the Pledgee pursuant to such appointment so long as the Liabilities are not yet due and payable. Without limiting the generality of the foregoing, the Pledgee shall have the right and power ower to receive, endorse and collect all checks made payable to the order of the Pledgor representing any dividend or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same. (b) . The Pledgee shall have and be entitled to exercise all such powers hereunder as are specifically delegated to the Pledgee by the terms hereof, together with such powers as are incidental thereto. The Pledgee may execute any of its duties hereunder by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of such counsel concerning all matters pertaining to its duties hereunder. Neither the Pledgee, nor any director, officer or employee of the Pledgee, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct. The Pledgor hereby agrees to reimburse the Pledgee, on demand, for all reasonable expenses incurred by the Pledgee in connection with the enforcement of this Agreement (including expenses incurred by any agent employed by the Pledgee) and agrees to indemnify and hold harmless the Pledgee and/or any such agent from and against any and all liability incurred by the Pledgee or such agent hereunder or in connection herewith, unless such liability shall be due to willful misconduct or negligence on the part of the Pledgee or such agent.

Authority of Pledgee. (a) The Pledgee is hereby appointed the attorney-in-fact of the Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instruments which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest, provided that no action may be taken by the Pledgee pursuant to such appointment so long as the Liabilities are not yet due and payable. Without limiting the generality of the foregoing, the Pledgee shall have the right and power to receive, endorse and collect all checks made payable to the order of the Pledgor representing any dividend or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same. (b) The Pledgee shall have and be entitled to exercise all such powers hereunder as are specifically delegated to the Pledgee by the terms hereof, together with such powers as are reasonably incidental thereto. The Pledgee may execute any of its duties hereunder by or through sub-agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of such counsel concerning all matters pertaining to its duties hereundersaid duties. Neither the PledgeePledgee and any affiliate, nor any director, officer officer, or employee of the Pledgee, Pledgee shall not be liable for any action taken or omitted to be taken by it them or any of them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct; nor shall Pledgee be responsible for the validity, effectiveness, or sufficiency hereof or of any document or security furnished pursuant hereto or in connection herewith. The Pledgee shall be entitled to rely on any communication, instrument, or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons. Pledgor hereby agrees to reimburse the Pledgee, on demand, for all reasonable expenses incurred by the Pledgee it in connection with the administration and enforcement of this Pledge Agreement (including expenses incurred by any agent employed by the Pledgee) and agrees to indemnify and hold harmless the Pledgee and/or any such agent from and against any and all liability incurred by the Pledgee or such agent it hereunder or in connection herewith, unless such liability shall be due to willful misconduct or gross negligence on the part of Pledgee. Other than the exercise of reasonable care in the physical custody of the Pledged Collateral while held by Pledgee, Pledgee shall have no responsibility for or obligation or duty with respect to all or any part of the Pledged Collateral or any matter or proceeding arising out of or relating thereto, including, without limitation, any obligation or duty to collect any sums due in respect thereof or to protect or preserve any rights against prior parties or any other rights pertaining thereto, it being understood and agreed that Pledgor shall be responsible generally for the preservation of all rights in the Pledged Collateral. Without limiting the generality of the foregoing, Pledgee shall be conclusively deemed to have exercised reasonable care in the custody of the Pledged Collateral if Pledgee takes such agentaction, for purposes of preserving rights in the Pledged Collateral, as Pledgor may reasonably request in writing, but no failure or omission or delay by Pledgee in complying with any such request by Pledgor, and no refusal by Pledgee to comply with any such request by Pledgor, shall be deemed to be a failure to exercise reasonable care.