PLEDGE AGENT Clause Samples

PLEDGE AGENT. Borrower and Lender hereby confirm the appointment of Boston Mortgage Capital Corp as Pledge Agent for the purposes heretofore and hereinafter set forth including the specific purposes of (i) receiving and holding the "Pledged Funds" (as hereinafter defined) for the benefit of Lender, (ii) perfecting Lender's security interest in the Pledged
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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
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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...
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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.
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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.
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PLEDGE AGENT 
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Related to PLEDGE AGENT

  • Pledge Agreements Neither the Pledge Agreement nor the Holdings Guaranty and Pledge Agreement, nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity interest in (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien in favor of the Administrative Agent pursuant to the Pledge Agreement to the extent covering more than 65% of the voting capital stock of such Foreign Subsidiary (it being understood that the Administrative Agent shall not be required to release any other capital stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12.

  • Pledge Agreement Any Pledge Agreement pursuant to which the Stock or Stock Equivalents of the Borrower or any Subsidiary is pledged or any material provision thereof shall cease to be in full force or effect (other than pursuant to the terms hereof or thereof or as a result of acts or omissions of the Collateral Agent or any Lender) or any pledgor thereunder or any Credit Party shall deny or disaffirm in writing any pledgor’s obligations under any Pledge Agreement; or

  • Security Agent (a) The Security Documents and the Collateral will be administered by the Security Agent pursuant to the Intercreditor Agreement for the benefit of all holders of secured obligations. (b) Any resignation or replacement of the Security Agent shall be made in accordance with the terms of the Intercreditor Agreement.

  • Stock Pledge Agreement The term "Stock Pledge Agreement" shall have the meaning set forth in Section 6.3(xiii).

  • Successor Administrative Agent and Collateral Agent (a) The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders and the Company. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to any Borrower shall have occurred and be continuing) be subject to approval by the Company (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders under this Agreement appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.