A Collateral Pledge Agreement is an agreement between two parties whereby the debtor grants to the other party a pledge of collateral that is to be held in trust until the debtor performs or fulfills all of its obligations to the other party. Typically, the collateral is held in trust by a third party. This agreement contains standard clauses, such as for the disposition of proceeds of sale of collateral and an attorneys’ fee provision, but this document can be customized to best fit the needs of the drafting parties.
A Collateral Pledge Agreement is an agreement between two parties whereby the debtor grants to the other party a pledge of collateral that is to be held in trust until the debtor performs or fulfills all of its obligations to the other party. Typically, the collateral is held in trust by a third party. This agreement contains standard clauses, such as for the disposition of proceeds of sale of collateral and an attorneys’ fee provision, but this document can be customized to best fit the needs of the drafting parties. COLLATERAL PLEDGE AGREEMENT THIS COLLATERAL PLEDGE AGREEMENT (hereinafter referred to as the “Agreement”) is entered into as of the ____________day of __________,_______ by and between ____________("Debtor") and ___________________("Secured Party"); R E C I T A L S: A. Debtor is indebted to the Secured Party pursuant to a ________________ Agreement of even date herewith (the "Indebtedness"); and B. Debtor desires to grant to the Secured Party a security interest in certain collateral (the “Pledged Collateral”) to secure the Indebtedness; NOW, THEREFORE, the parties agree as follows: 1.00 PLEDGE OF COLLATERAL 1.01 As collateral security for the repayment of the Indebtedness together with all interest, costs, charges and expenses accruing thereon owing by the Debtor to the Secured Party pursuant to the _________________ Agreement, the Debtor hereby acknowledges that it has pledged in favour of the Secured Party the Pledged Collateral and hereby acknowledges that it has delivered possession of the Pledged Collateral to _________________, in trust, for the benefit of the Secured Party. 1.02 The Debtor hereby acknowledges that the Secured Party shall have the right to deal with the Pledged Collateral in accordance with the provisions of this Agreement and shall be entitled to receive the entire proceeds realized from the sale of any of the Pledged Collateral pursuant to this Agreement. 1.03 The Debtor does hereby covenant, warrant and represent to the Secured Party that it is the legal and beneficial owner of the Pledged Collateral, free and clear of all mortgages, charges, liens and other encumbrances whatsoever and that it has the power, authority and right to enter into this Agreement and to pledge the Pledged Collateral in accordance with the provisions hereof and the provisions of the ________________Agreement. The Debtor covenants and agrees that the pledge of the Pledged Collateral by it/him/her does not constitute a breach, default, contravention, infraction or infringement of any law, regulation, ruling, order or proceeding to which it is subject or which would prevent, limit, restrict or prohibit its right to pledge the Pledged Collateral. 1.04 Upon payment in full of all of the Indebtedness of the Debtor to the Secured Party pursuant to the _________________ Agreement the Secured Party shall return and re-assign the Pledged Collateral to the Debtor and release the Debtor from the pledge created hereunder. © Copyright 2012 Docstoc Inc. registered document proprietary, copy not 2 1.05 In the event that the Debtor is in default of any of its obligations to the Secured Party hereunder or pursuant to the ___________________ Agreement, including its obligations to make payments on account of principal or interest or both on the dates or at the times as specified therein or within ______________ (____) days thereof, then in each such instance, in addition to and not in substitution for any other rights the Secured Party may have, whether pursuant to this Agreement, the ______________ Agreement or otherwise, the Secured Party may at its sole option sell the Pledged Collateral at its then current price on a best efforts basis, as shall be necessary to raise proceeds of sale equal to the amount of the payment of principal or interest or both then in arrears, together with all costs and expenses associated with such sale incurred by the Secured Party including sales commissions and legal expenses. 1.06 If the Secured Party sells any of the Pledged Collateral, the proceeds shall be applied firstly toward the payment of any of the Secured Party's costs and expenses associated with such sale, secondly toward the payment of any interest then in arrears pursuant to the _______________ Agreement, and thirdly toward the payment of the principal sum owing by the Debtor to the Secured Party pursuant to the ____________________ Agreement. To the extent the amount so realized exceeds the Indebtedness, interest, costs and expenses, such excess shall forthwith be paid to the Debtor. 2.00 GENERAL 2.01 Disposition of Proceeds of Sale of Collateral. The Secured Party may retain from the proceeds of any sale of the Collateral an amount sufficient to pay any and all amounts due the Secured Party under the Agreement or this Pledge Agreement, together with all costs and expenses of preparing for, promoting, conducting and closing the sale, including reasonable attorneys' fees. The Secured Party shall then pay any balance of the proceeds to Debtor, except as otherwise provided by law, subject to the rights of the holder of any then existing lien of which the Secured Party has notice. 2.02 Changes in or Additions to Collateral. In the event that during the term of this Agreement any substituted or additional instruments are issued with respect to the Collateral, they shall immediately be endorsed in blank by Debtor and delivered to the Secured Party or his, her, or its designee to be held under the terms of this Agreement in the same manner as the Deposit Accounts. 2.03 Estoppel or Waiver. The Secured Party shall have the right to exercise or to refrain from exercising any rights, powers or remedies under this Pledge Agreement successively or concurrently, and this shall not operate to estop or prevent the Secured Party from exercising any further or additional right, power or remedy it may have. 2.04 Further Cooperation. Debtor agrees that upon reasonable request by the Secured Party, Debtor will promptly execute, indorse and deliver any documents or instruments, and take all additional actions reasonably deemed necessary or desirable by the Secured Party to effect the purposes of this Agreement. © Copyright 2012 Docstoc Inc. registered document proprietary, copy not 3 2.05 Severability. If any provision of this Agreement is determined to be invalid or unenforceable, all of its other provisions shall nevertheless remain in full force and effect. 2.06 Notices. All notices, requests and other communications required or permitted under this Agreement shall be in writing and may be delivered personally or sent by first class mail, postage prepaid and addressed as follows: To Debtor: ___________________ ___________________+ __________________ To Secured Party: ___________________ ___________________+ __________________ Any notice, request or other communication under this Agreement shall be effective when received by the addressee, but if sent by registered or certified mail postage prepaid and addressed as provided above, it shall be effective exactly three business days after deposit in the United States Mail anywhere in the United States. The parties may change their addresses as listed above by giving notice of the new address to the other party in conformity with this section. 2.07 Binding Upon Successors. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties. 2.08 Entire Agreement. This document[,] [Instructions: insert language here identifying any other documents that make up the entire agreement between the parties. E.g., “together with the Stock Purchase Agreement dated ”. If no such other documents exist and this document represents the entire agreement between the parties, do no insert additional language and leave this paragraph as it is][,] is intended by the parties as the final, complete and exclusive expression of the terms and conditions of their agreement. 2.09 Captions. The captions accompanying each section of this Agreement are for convenience only and shall not be deemed part of the context of this Agreement. 2.10 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of_____________. 2.11 Attorneys' Fees. If an action is brought to enforce or interpret the provisions of this Agreement, the party prevailing in such action shall be entitled to recover reasonable attorneys' fees and costs of collection. © Copyright 2012 Docstoc Inc. registered document proprietary, copy not 4 2.12 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and shall be binding on any person who has signed it. IN WITNESS WHEREOF, the undersigned have executed this Agreement on the day and year first above written. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date set forth above Debtor Secured Party © Copyright 2012 Docstoc Inc. registered document proprietary, copy not 5
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