Common use of Authority of Pledgee Clause in Contracts

Authority of Pledgee. 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 agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of such counsel (whether written or oral) 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 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 expenses incurred by the Pledgee in connection with the administration and enforcement of this Pledge Agreement (including expenses incurred by the Escrow Agent or any subagent employed by the Pledgee) and agrees to indemnify and hold harmless the Pledgee and/or any such subagent against any and all liability incurred by the Pledgee (or such subagent hereunder or in connection herewith), unless such liability shall be due to willful misconduct or gross negligence on the part of the Pledgee or such subagent.

Authority of Pledgee. 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 agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of such counsel (whether written or oral) concerning all matters pertaining to its duties hereunder. Neither the Pledgee, nor any director, officer officer, employee, agent or employee representative 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 thereto 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 the Escrow Agent or any subagent employed by the Pledgee) and agrees to indemnify and hold Pledgee harmless the Pledgee and/or any such subagent from and against any and all liability incurred by the Pledgee (or such subagent it hereunder or in connection herewith), unless such liability shall be due to willful misconduct or gross negligence on the part of the Pledgee or such subagent.of