PLEDGE AGENT Clause Samples

PLEDGE AGENT. The Pledge Agent's responsibility and liability under this Agreement shall be limited as follows: (i) the Pledge Agent does not represent, warrant or guaranty to the holders of the Notes from time to time the performance of the Company; (ii) the Pledge Agent shall have no responsibility to the Company or the holders of the Notes or the Trustee from time to time as a consequence of performance or non-performance by the Pledge Agent hereunder, except for any gross negligence or willful misconduct of the Pledge Agent; (iii) the Company shall remain solely responsible for all aspects of the Company's business and conduct; and (iv) the Pledge Agent is not obligated to supervise, inspect or inform the Company or any third party of any matter referred to above. No implied covenants or obligations shall be inferred from this Agreement against the Pledge Agent, nor shall the Pledge Agent be bound by the provisions of any agreement beyond the specific terms hereof. Specifically and without limiting the foregoing, the Pledge Agent shall in no event have any liability in connection with its investment, reinvestment or liquidation, in good faith and in accordance with the terms hereof, of any funds or Government Securities held by it hereunder, including without limitation any liability for any delay not resulting from gross negligence or willful misconduct in such investment, reinvestment or liquidation, or for any loss of principal or income incident to any such delay. The Pledge Agent shall be entitled to rely upon any judicial order or judgment, upon any written opinion of counsel or upon any certification, instruction, notice, or other writing delivered to it by the Company or the Trustee in compliance with the provisions of this Agreement without being required to determine the authenticity or the correctness of any fact stated therein or

PLEDGE AGENT. The Pledge Agent's responsibility and liability under this Agreement shall be limited as follows: (i) the Pledge Agent does not represent, warrant or guaranty to the holders of the Notes from time to time the performance of the Company; (ii) the Pledge Agent shall have no responsibility to the Company or the holders of the Notes or the Trustee from time to time as a consequence of performance or non-performance by the Pledge Agent hereunder, except for any gross negligence or willful misconduct of the Pledge Agent; (iii) the Company shall remain solely responsible for all aspects of the Company's business and conduct; and (iv) the Pledge Agent is not obligated to supervise, inspect or inform the Company or any third party of any matter referred to above. No implied covenants or obligations shall be inferred from this Agreement against the Pledge Agent, nor shall the Pledge Agent be bound by the provisions of any agreement beyond the specific terms hereof. Specifically and without limiting the foregoing, the Pledge Agent shall in no event have any liability in connection with its investment, reinvestment or liquidation, in good faith and in accordance with the terms hereof, of any funds or Government Securities held by it hereunder, including without limitation any liability for any delay not resulting from gross negligence or willful misconduct in such investment, reinvestment or liquidation, or for any loss of principal or income incident to any such delay. The Pledge Agent shall be entitled to rely upon any judicial order or judgment, upon any written opinion of counsel or upon any certification, instruction, notice, or other writing delivered to it by the Company or the Trustee in compliance with the provisions of this Agreement without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of service thereof. The Pledge Agent may act in reliance upon any instrument comporting with the provisions of this Agreement or signature believed by it to be genuine and may assume that any person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Pledge Agent may act pursuant to the written advice of counsel chosen by it with respect to any matter relating to this Agreement and (subject to clause (ii) of the first paragraph of this Section 4) shall not be liable for any action tak...

PLEDGE AGENT. The Pledge Agent may resign at any time and, in such event, shall deliver the Pledged Securities pursuant to the joint written instructions of the Pledgor and the Pledgees or, in the absence of such instructions, may deposit the Pledged Securities with the clerk of an appropriate court.

PLEDGE AGENT. In connection with the grant of a security interest in the Collateral by Pledgor in Section 1.1 hereof, the certificates (or other agreements or instruments) representing the Company Stock shall be delivered by Pledgor to the Pledge Agent, duly endorsed in blank for transfer or accompanied by an appropriate assignment or assignments or an appropriate undated stock power or powers or any other documents, in every case sufficient to transfer title thereto under applicable law. The Pledge Agent may, at any time after the occurrence and during the continuation of a Default (as defined in Section 8 hereof), cause to be transferred into the name of the Secured Parties any and all of the Company Stock. The Pledge Agent shall at all times have the right to exchange the certificates (or other agreements or instruments) representing the Company Stock for certificates (or other agreements or certificates) of smaller or larger denominations.

PLEDGE AGENT