Common use of PLEDGEE’S RIGHTS Clause in Contracts

PLEDGEE’S RIGHTS. Notwithstanding any other provision in this Agreement, and so long as any pledge of any Membership Interest is in effect, no consent of the Member shall be required to permit a pledgee of the Membership Interests in the Company to be substituted for the Member under this Agreement upon the valid exercise of such pledgee’s rights with respect to its collateral. Upon the valid exercise by any agent, lender, purchaser or holder, or any representative of any of the foregoing, party to any agreement, indenture, instrument or document to which the Company is a party relating to the borrowing of funds from one or more lenders or the issuance of one or more promissory notes or other evidence of indebtedness (any of the foregoing, a “Credit Agreement”) of its rights and remedies under and in accordance with the provisions of any Credit Agreement or any security or pledge agreement delivered in connection with such Credit Agreement, such agent, lender, purchaser or holder, or any representative of any of the foregoing (each, a “Secured Party”), or any purchaser of such Membership Interest from a Secured Party, shall be substituted for the Member as a Member under this Agreement, and such substituted Member shall have all rights and powers as a Member under this Agreement. So long as any pledge of any Membership Interest is in effect, this provision shall inure to the benefit of such pledgee and its successors, assigns and designated agents, as an intended third-party beneficiary, and no amendment, modification or waiver of, or consent with respect to this provision shall in any event be effective without the prior written consent of such pledgee.

PLEDGEE’S RIGHTS. Notwithstanding any other provision in this Agreement, and so long as any pledge of any Membership Interest is in effect, no consent of the Member shall be required to permit a pledgee of the Membership Interests in the Company to be substituted for the Member under this Agreement upon the valid exercise of such pledgee’s rights with respect to its collateral. As of November 24, 2003, the Member has pledged its Membership Interest to Xxxxxxx Xxxxx Capital, a division of Xxxxxxx Xxxxx Business Financial Services Inc., as collateral agent (in such capacity, together with its successors, assigns and designated agents, the “Collateral Agent”). Upon the valid exercise by any agent, lender, purchaser or holder, or any representative of any of the foregoingCollateral Agent’s rights under such pledge, party to any agreement, indenture, instrument or document to which the Company is a party relating to the borrowing of funds from one or more lenders or the issuance of one or more promissory notes or other evidence of indebtedness (any of the foregoing, a “Credit Agreement”) of its rights and remedies under and in accordance with the provisions of any Credit Agreement or any security or pledge agreement delivered in connection with such Credit Agreement, such agent, lender, purchaser or holder, or any representative of any of the foregoing (each, a “Secured Party”)Collateral Agent, or any purchaser of such Membership Interest from a Secured Partythe Collateral Agent, shall be substituted for the Member as a Member under this Agreement, and such substituted Member shall have all rights and powers as a Member under this Agreement. So long as any pledge of any Membership Interest is in effect, this provision shall inure to the benefit of such pledgee and its successors, assigns and designated agents, as an intended third-party beneficiary, and no amendment, modification or waiver of, or consent with respect to this provision shall in any event be effective without the prior written consent of such pledgee.”

PLEDGEE’S RIGHTS. Notwithstanding any other provision in this Agreement, and so long as any pledge of any Membership Interest is in effect, no consent of the Member shall be required to permit a pledgee of the Membership Interests in the Company to be substituted for the Member under this Agreement upon the valid exercise of such pledgee’s rights with respect to its collateral. As of the date of this Agreement, the Member has pledged its Membership Interest to Mxxxxxx Lxxxx Capital, a division of Mxxxxxx Lxxxx Business Financial Services Inc., as collateral agent (in such capacity, together with its successors, assigns and designated agents, the “Collateral Agent”). Upon the valid exercise by any agent, lender, purchaser or holder, or any representative of any of the foregoingCollateral Agent’s rights under such pledge, party to any agreement, indenture, instrument or document to which the Company is a party relating to the borrowing of funds from one or more lenders or the issuance of one or more promissory notes or other evidence of indebtedness (any of the foregoing, a “Credit Agreement”) of its rights and remedies under and in accordance with the provisions of any Credit Agreement or any security or pledge agreement delivered in connection with such Credit Agreement, such agent, lender, purchaser or holder, or any representative of any of the foregoing (each, a “Secured Party”)Collateral Agent, or any purchaser of such Membership Interest from a Secured Partythe Collateral Agent, shall be substituted for the Member as a Member under this Agreement, and such substituted Member shall have all rights and powers as a Member under this Agreement. So long as any pledge of any Membership Interest is in effect, this provision shall inure to the benefit of such pledgee and its successors, assigns and designated agents, as an intended third-party beneficiary, and no amendment, modification or waiver of, or consent with respect to this provision shall in any event be effective without the prior written consent of such pledgee.