Common use of THE PLEDGEE Clause in Contracts

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 shall run to and be enforceable by either or any of them. The Pledgee shall have the right to terminate the appointment of any such co-agent hereunder 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 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. Should any instrument in writing from the Pledgor be required by the separate or additional co-agent so appointed by the Pledgee to more fully and certainly vest in and confirm to it such remedies, rights, powers, titles, interests, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Pledgor. In case any separate or additional co-agent, or a successor to either, shall become incapable of acting, resign or be removed, all the remedies, rights, powers, titles, interests, trusts, duties and obligations of such separate or additional co-agent; so far as permitted by law, shall vest in and be exercised by the Pledgee until the appointment of a new agent or successor to such separate or additional co-agent.

THE PLEDGEE. (a) The Pledgee will hold in accordance with ------------ the terms APPOINTED ATTORNEY-IN-FACT. Each Pledgor hereby irrevocably constitutes 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 appoints the Pledgee as holder of the Pledge Collateral and interests therein and with respect to the disposition thereofits attorney-in-fact, effective upon, and otherwise under this Agreementduring the continuance of, 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 with full power of substitution, for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument which the Pledgee deems thatmay deem necessary or advisable to accomplish the purposes hereof, by reason of any present or future law of any jurisdiction, it may not or may not effectively exercise any which appointment is irrevocable and coupled with an interest. Without limiting the generality 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 therewithforegoing, 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 shall run to and be enforceable by either or any of them. The Pledgee shall have the right to terminate with full power of substitution, either in the appointment of any such co-agent hereunder with the prior written consent name of the Pledgor Pledgee or in the name of such Pledgor, effective upon, and during the Required Holder(s) (except thatcontinuance of, if the Pledgee shall have received written notice from any Holder that a Default or an Event of Default has occurred Default, to ask for, demand, ▇▇▇ for, collect, review, receipt and is continuinggive acquittance for any and all moneys due or to become due by virtue of any Pledged Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to such consent Pledgor representing any interest or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof, and to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the same; PROVIDED, HOWEVER, that nothing herein contained shall be required only construed as requiring or obligating the Pledgee to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or notice, or take any action with respect to the Required Holder(s))Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, which consent shall not be unreasonably withheld or delayed. Should any instrument in writing from the Pledgor be required by the separate or additional co-agent so appointed and no action taken by the Pledgee or omitted to more fully and certainly vest be taken with respect to the Pledged Collateral or any part thereof shall give rise to any defense, counterclaim or offset in and confirm to it such remedies, rights, powers, titles, interests, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Pledgor. In case any separate or additional co-agent, or a successor to either, shall become incapable of acting, resign or be removed, all the remedies, rights, powers, titles, interests, trusts, duties and obligations favor of such separate Pledgor or additional co-agent; so far as permitted by law, shall vest in and be exercised by to any claim or action against the Pledgee until or the appointment Banks, except for the gross negligence or willful misconduct of the Pledgee or such Bank as finally determined by a new agent or successor to such separate or additional co-agentcourt of competent jurisdiction.