THE PLEDGEE. The Pledgee will hold, directly or indirectly in accordance with this Agreement, all items of the Collateral at any time received by it under this Agreement. It is expressly understood and agreed that the obligations of the Pledgee with respect to the Collateral, interests therein and the disposition thereof, and otherwise under this Agreement, are only those expressly set forth in the UCC and this Agreement.
THE PLEDGEE. The Pledgee may assign or otherwise dispose of all or any of its rights under this Deed to any person to whom it assigns or transfers its rights and obligations under the Facility Agreement, in accordance with the terms of the Security Documents to which it is a party and may disclose any information in its possession relating to the Pledgor to any actual or prospective assignee, transferee or participant.
THE PLEDGEE. The Pledgee will hold in accordance with this Agreement all items of the Collateral at any time received under this Agreement. It is expressly understood and agreed by each Secured Creditor that by accepting the benefits of this Agreement, each such Secured Creditor acknowledges and agrees that the obligations of the Pledgee as holder of the Collateral and interests therein and with respect to the disposition thereof, and otherwise under this Agreement, are only those expressly set forth in this Agreement and in Article IX of the Credit Agreement. The Pledgee shall act hereunder on the terms and conditions set forth herein and in Article IX of the Credit Agreement.
THE PLEDGEE. The Pledgee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Amendment or for or in respect of the recitals contained herein, all of which recitals are made solely by the Pledgors. * * *
THE PLEDGEE. The Pledgee has been appointed as agent hereunder by the Banks, and shall be entitled to the benefits of Section 11 of the Credit Agreement. The Pledgee shall act or be required to act only in accordance with this Agreement and Section 11 of the Credit Agreement.
THE PLEDGEE. (a) The Pledgee will hold in accordance with ------------ the terms and provisions of the Appointment Agreement (which terms and provisions are incorporated in full herein by reference) all Pledge Collateral at any time received by it under this Agreement. It is expressly understood and agreed that the obligations of the Pledgee as holder of the Pledge Collateral and interests therein and with respect to the disposition thereof, and otherwise under this Agreement, are only those expressly set forth in this Agreement and in the Appointment Agreement, and no implied covenants or obligations shall be read into this Agreement against the Pledgee.
(b) In case of any litigation under this Agreement, or in case of any enforcement of remedies or exercise of rights upon the occurrence of an Event of Default, or in case the Pledgee deems that, by reason of any present or future law of any jurisdiction, it may not or may not effectively exercise any of the powers, rights or remedies herein granted to it or hold title to the properties, in trust, as herein granted, or take any other action which may be desirable or necessary in connection therewith, the Pledgee shall be entitled to appoint, to the extent consistent with applicable law, one or more separate or additional co-agents. In the event that the Pledgee appoints an individual or institution as a separate or additional co-agent: (i) any appointment of any such co-agent by the Pledgee shall be made only with the prior written consent of the Pledgor and the Required Holder(s) (except that, if the Pledgee shall have received written notice from any Holder of Secured Obligations that a Default or an Event of Default has occurred and is continuing, such consent shall be required only of the Required Holder(s)), which consent shall not be unreasonably withheld or delayed; and (ii) each and every remedy, power, right, title, interest, trust, duty and obligation expressed or intended by this Agreement to be exercised by or vested in, conveyed to or imposed upon, the Pledgee with respect thereto shall be exercisable by and vest in such separate or additional co-agent but only to the extent necessary, appropriate or desirable to enable such separate or additional co-agent to exercise or have vested in it such powers, rights, trusts, titles, interests, duties and obligations and remedies, and every covenant and obligation necessary, appropriate or desirable to the exercise thereof by such separate or additional co-agent sh...
THE PLEDGEE. 6.1 Pledgee’s Appointment as Attorney-in-Fact, etc. ActiveUS 172437213v.1
6.1.1 The Grantor hereby irrevocably constitutes and appoints the Pledgee and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Grantor and in the name of the Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, the Grantor hereby gives the Pledgee the power and right, on behalf of the Grantor, without notice to or assent by the Grantor, to do any or all of the following:
(a) in the name of the Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Pledgee for the purpose of collecting any and all such moneys due with respect to any Collateral whenever payable;
(b) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral;
(c) execute, in connection with any sale provided for in Section 5.4 or 5.5, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and
(1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Pledgee or as the Pledgee shall direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and indorse any assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against the Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or...
THE PLEDGEE. SIGNED by Xxx XXX ) director, for and on behalf of ) XxxxXxx.xxx (Hong Kong) Limited ) /s/ Xxx XXX in the presence of:-
THE PLEDGEE. The obligations of the Pledgee with respect to the Collateral, interests therein and the disposition thereof, and otherwise under this Agreement, are only those expressly set forth in the UCC and this Agreement.
THE PLEDGEE
