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.
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. Pledgee shall have, and be entitled to exercise, all such powers hereunder as are specifically delegated to it by the terms hereof, together with such powers as are appropriately incidental thereto, and may execute any of its duties hereunder by or through agents or employees. Xxxxxxx hereby agrees to reimburse Pledgee for all expenses reasonably incurred by it in connection with the enforcement of this Agreement.
Authority of Pledgee. Pledgee will have and be entitled to exercise all such powers hereunder as are specifically delegated to Pledgee by this Agreement, together with such powers as are incidental thereto. Pledgee may execute any of its duties hereunder by or through agents or employees. Neither Pledgee, nor any director, manager, officer, agent or employee of Pledgee, will 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. Pledgor hereby agrees to indemnify and hold harmless Pledgee and/or any such director, manager, officer, agent or employee from and against any and all liability incurred by any of them, hereunder or in connection herewith, unless such liability is due to its or their own gross negligence or willful misconduct.
Authority of Pledgee. The Pledgee shall be conclusively presumed to be acting as agent for the Pledgee with full and valid authority so to act or refrain from acting, and neither the Pledgor nor the Company shall be under any obligation, or entitlement, to make any inquiry respecting such authority.
Authority of Pledgee. Pledgee shall have and be entitled to exercise all such powers hereunder as are specifically delegated to Pledgee by the terms hereof, together with such powers as are reasonably incidental thereto. 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 said duties. Pledgee and any affiliate, director, officer, or employee of Pledgee shall not be liable for any action taken or omitted to be taken by them or any of them hereunder or in connection herewith, except for 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. 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 Pledge Agreement or sent by the proper person or persons. Pledgor hereby agrees to reimburse Pledgee, on demand, for all reasonable expenses incurred by it in connection with the administration and enforcement of this Pledge Agreement and agrees to indemnify and hold harmless Pledgee from and against any and all liability incurred by 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 action, 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 Pled...
Authority of Pledgee. Each Pledgor acknowledges that the rights and responsibilities of the Pledgee under this Agreement with respect to any action taken by the Pledgee or the exercise or non-exercise by the Pledgee of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Pledgee and the Combined Secured Parties, be governed by the Credit Agreements and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Pledgee and the Pledgors, the Pledgee shall be conclusively presumed to be acting as agent for the Combined Secured Parties with full and valid authority so to act or refrain from acting, and no Pledgor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.
Authority of Pledgee. Each Pledgor acknowledges that the rights and responsibilities of the Pledgee under this Agreement with respect to any action taken by the Pledgee or the exercise or non-exercise by the Pledgee of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Pledgee and the Secured Parties, be governed by the Second Lien Documents and by the Pari Passu Intercreditor Agreement, and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Pledgee and the Pledgors, the Pledgee shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Pledgor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.
Authority of Pledgee. The Pledgor acknowledges that the rights and responsibilities of the Pledgee under this Agreement with respect to any action taken by the Pledgee or the exercise or non-exercise by the Pledgee of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out this Agreement shall, as between the Pledgee, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Pledgee and the Pledgor, the Pledgee shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting.
Authority of Pledgee. Pledgee shall have and shall be entitled to exercise all such powers hereunder as are specifically delegated to Pledgee by the terms hereof, together with such powers as are incidental thereto. 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 Pledgee, nor any director, officer or employee of Pledgee, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection therewith, except for its own gross negligence or willful misconduct.
