Common use of WHILE NO EVENT OF DEFAULT Clause in Contracts

WHILE NO EVENT OF DEFAULT. Unless and until there shall have occurred and be continuing an Event of Default, each Pledgor shall be entitled to exercise any and all (i) voting and other consensual rights pertaining to the Pledged Securities owned by it, and to give consents, waivers or ratifications in respect thereof, and (ii) voting, consent, administration, management and other rights and remedies under any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor; provided, that, in each case, no vote shall be cast or any consent, waiver or ratification given or any action taken or omitted to be taken which would violate or be inconsistent with any of the terms of this Agreement, the Credit Agreement, any other Credit Document or any Interest Rate Protection Agreement or Other Hedging Agreement (collectively, the "Secured Debt Agreements"), or which would have the effect of impairing the value of the Collateral or any part thereof or the position or interests of the Pledgee or any other Secured Creditor in the Collateral. All such rights of each Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default has occurred and is continuing, and Section 7 hereof shall become applicable.

Appears in 3 contracts

Samples: Pledge Agreement (Universal Compression Inc), Pledge Agreement (Universal Compression Holdings Inc), Pledge Agreement (Universal Compression Holdings Inc)

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WHILE NO EVENT OF DEFAULT. Unless and until there --------------------------------------- shall have occurred and be continuing an Event of Default, each Pledgor shall be entitled to exercise all voting rights attaching to any and all (i) voting and other consensual rights pertaining to the Pledged Securities Collateral owned by it, and to give consents, waivers or ratifications in respect thereof, and (ii) voting, consent, administration, management and other rights and remedies under any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor; provided, that, in each case, thereof provided that no vote shall be cast or any consent, waiver or ratification given -------- or any action taken or omitted to be taken which would violate violate, result in breach of any covenant contained in, or be inconsistent with with, any of the terms of this Agreement, the Credit Agreement, any other Credit Loan Document or any Interest Rate Protection Agreement or Other Hedging Agreement (collectively, the "Secured Debt Agreements"), or which would have the effect of impairing the value of the Collateral or any part thereof or the position or interests of the Pledgee or any other Secured Creditor in the Collateraltherein. All such rights of each a Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default has occurred (or a Default under Section 8.6 or 8.7 of the Credit Agreement) shall occur and is continuing, be continuing and Section 7 hereof shall become applicable.

Appears in 2 contracts

Samples: Subsidiary Pledge Agreement (Dominos Pizza Government Services Division Inc), Borrower Pledge Agreement (Dominos Pizza Government Services Division Inc)

WHILE NO EVENT OF DEFAULT. Unless and until there an Event of Default shall have occurred and be continuing an Event and the Pledgee, acting at the direction of Defaultthe Required Secured Creditors, each shall have notified the Pledgor that the Pledgor may no longer exercise the rights referred to below (except that no such notice shall be required in the case of a Bankruptcy Default with respect to the Pledgor), the Pledgor shall be entitled to exercise all voting rights attaching to any and all (i) voting and other consensual rights pertaining to the Pledged Securities owned by itStock, and to give consents, waivers or ratifications in respect thereof, and (ii) voting, consent, administration, management and other rights and remedies under any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor; provided, that, in each case, that no vote shall be cast or any consent, waiver or ratification given or any action taken or omitted to be taken which would violate or be inconsistent with any of the terms of this Agreement, the Senior Note or, after the Senior Lien Termination Date, any of the terms of the Credit Agreement, any other Credit Document or any Interest Rate Protection Agreement or Other Hedging Agreement (collectively, the "Secured Debt Agreements"), or which would have the effect of impairing the value of the Collateral or any part thereof or the position or interests of the Pledgee or the Senior Creditor or, after the Senior Lien Termination Date, any other Secured Creditor in the CollateralCreditor. All such rights of each the Pledgor to vote and to give consents, waivers waiver and ratifications shall cease in case an Event of Default has occurred shall occur and is continuingbe continuing and, except in the case of a Bankruptcy Default with respect to the Pledgor, the Pledgee, acting at the direction of the Required Secured Creditors, shall have notified the Pledgor of such cessation, and Section 7 hereof shall become applicable.

Appears in 2 contracts

Samples: Capstar Broadcasting Corporation Pledge Agreement (Capstar Broadcasting Corp), Capstar Broadcasting Corporation Pledge Agreement (Capstar Broadcasting Corp)

WHILE NO EVENT OF DEFAULT. Unless and until there --------------------------------------- shall have occurred and be continuing an Event of Default, each Pledgor shall be entitled to exercise all voting rights attaching to any and all (i) voting and other consensual rights pertaining to the Pledged Securities owned by it, and to give consents, waivers or ratifications in respect thereof, and (ii) voting, consent, administration, management and other rights and remedies under any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor; provided, that, in each case, provided that no vote shall be cast or any consent, waiver or -------- ratification given or any action taken or omitted to be taken which would violate violate, result in breach of any covenant contained in, or be inconsistent with with, any of the terms of this Agreement, the Credit Agreement, any other Credit Document or any Secured Interest Rate Protection Agreement or Other Hedging Agreement (collectively, the "Secured Debt Agreements"), or which would have the effect of impairing the value of the Collateral or any part thereof or the position or interests of the Pledgee or any other Secured Creditor in the Collateraltherein. All such rights of each a Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default has occurred shall occur and is continuing, be continuing and Section 7 hereof shall become applicable.

Appears in 2 contracts

Samples: Assignment Agreement (MJD Communications Inc), Pledge Agreement (MJD Communications Inc)

WHILE NO EVENT OF DEFAULT. Unless and until there shall have occurred and be continuing an Event of Default, each Pledgor shall be entitled to exercise any and all (i) voting and other consensual rights pertaining to the Pledged Securities Collateral owned by it, and to give consents, waivers or ratifications in respect thereof, and (ii) voting, consent, administration, management and other rights and remedies under any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor; provided, that, in each case, no vote shall be cast or any consent, waiver or ratification given or any action taken or omitted to be taken which would violate or be inconsistent with any of the terms of this Agreement, the Credit Agreement, any other Credit Document or any Interest Rate Protection Agreement or Other Hedging Agreement (collectively, the "Secured Debt Agreements"), or which would have the effect of impairing the value of the Collateral or any part thereof or the position or interests of the Pledgee or any other Secured Creditor in the Collateral. All such rights of each Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default has occurred and is continuing, and Section 7 hereof shall become applicable.

Appears in 2 contracts

Samples: Pledge Agreement (Infousa Inc), Pledge Agreement (Infousa Inc)

WHILE NO EVENT OF DEFAULT. Unless and until there (i) an Event of Default shall have occurred and be continuing and (ii) written notice thereof shall have been given by the Pledgee to the relevant Pledgor (provided, that if an Event of DefaultDefault specified in Section 9.05 of the Credit Agreement shall occur, no such notice shall be required), each Pledgor shall be entitled to exercise any and all (i) voting and other consensual rights pertaining to the Pledged Securities owned by it, and to give all consents, waivers or ratifications in respect thereof, and (ii) voting, consent, administration, management and other rights and remedies under any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor; provided, that, in each case, that no vote shall be cast or any consent, waiver or ratification given or any action taken or omitted to be taken which would violate or be inconsistent with any of the terms of this Agreement, the Credit Agreement, any other Credit Document or any Interest Rate Protection Agreement or Other Hedging Agreement (collectively, the "Secured Debt Agreements"), or which would have the effect of impairing the value of the Collateral or any part thereof or the position or interests of the Pledgee or any other Secured Creditor Creditor, except to the extent such violation, inconsistency or impairment shall be waived in accordance with the Collateralterms of Section 20 hereof. All such rights of each such Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default has occurred shall occur and is be continuing, and Section 7 hereof shall become applicable.

Appears in 2 contracts

Samples: Pledge Agreement (Therma Wave Inc), Pledge Agreement (Therma Wave Inc)

WHILE NO EVENT OF DEFAULT. Unless and until there (i) an Event of Default shall have occurred and be continuing and (ii) the relevant Pledgor has knowledge of or written notice thereof shall have been given by the Pledgee to the relevant Pledgor (PROVIDED that if an Event of DefaultDefault specified in Section 9.05 of the Credit Agreement shall occur, no such notice shall be required), each Pledgor shall be entitled to exercise any and all (i) voting and other consensual rights pertaining to the Pledged Securities owned by it, and to give all consents, waivers or ratifications in respect thereof, and (ii) voting, consent, administration, management and other rights and remedies under any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor; provided, that, in each case, PROVIDED that no vote shall be cast or any consent, waiver or ratification given or any action taken or omitted to be taken which would violate or be inconsistent with any of the terms of this Agreement, the Credit Agreement, any other Credit Document or any Interest Rate Protection Agreement or Other Hedging Agreement (collectively, the "Secured Debt Agreements"), or which would have the effect of impairing the value of the Collateral or any part thereof or the position or interests of the Pledgee or any other Secured Creditor in the CollateralCreditor. All such rights of each such Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default has occurred shall occur and is be continuing, and Section 7 hereof shall become applicable.

Appears in 1 contract

Samples: Pledge Agreement (Safelite Glass Corp)

WHILE NO EVENT OF DEFAULT. Unless and until there shall have occurred and be continuing an Event of DefaultDefault (or a Default under Section 9.1(a) or (e) of the Credit Agreement), each Pledgor shall be entitled to exercise all voting rights attaching to any and all (i) voting and other consensual rights pertaining to the Pledged Securities owned by it, and to give consents, waivers or ratifications in respect thereof, and (ii) voting, consent, administration, management and other rights and remedies under any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor; provided, that, in each case, provided that no vote shall be cast or any consent, waiver or ratification given or any action taken or omitted to be taken which would violate violate, result in breach of any covenant contained in, or be inconsistent with with, any of the terms of this Agreement, the Credit Agreement, any other Credit Document or any Interest Rate Protection Agreement or Other Hedging Agreement (collectively, the "Secured Debt Agreements"), or which would have the effect of impairing the value of the Collateral or any part thereof or the position or interests of the Pledgee or any other Secured Creditor in the Collateraltherein. All such rights of each a Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default has occurred (or a Default under Section 9.1(a) or (e) of the Credit Agreement) shall occur and is continuing, be continuing and Section 7 hereof shall become applicable.

Appears in 1 contract

Samples: Security Agreement (Acg Holdings Inc)

WHILE NO EVENT OF DEFAULT. Unless and until there (i) an Event of Default shall have occurred and be continuing and (ii) written notice thereof shall have been given by the Pledgee to the Pledgor (provided, that if an Event of DefaultDefault specified in Section 6.01(vii) or 6.01(viii) of the Indenture shall occur, each no such notice shall be required), the Pledgor shall be entitled to exercise any and all (i) voting and other consensual rights pertaining to the Pledged Securities owned by it, and to give all consents, waivers or ratifications in respect thereof, and (ii) voting, consent, administration, management and other rights and remedies under any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor; provided, that, in each case, that no vote shall be cast or any consent, waiver or ratification given or any action taken or omitted to be taken which would violate or be inconsistent with any of the terms of this Agreement, the Credit Agreement, Agreement or any other Credit Document or any Interest Rate Protection Agreement or Other Hedging Agreement (collectively, the "Secured Debt Agreements")Transaction Document, or which would have the effect of impairing the value of the Collateral or any part thereof or the position or interests of the Pledgee or any other Secured Creditor in the Pledged Collateral. All such rights of each the Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default has occurred shall occur and is be continuing, and Section 7 hereof shall become applicable.

Appears in 1 contract

Samples: Pledge Agreement (Consumers Us Inc)

WHILE NO EVENT OF DEFAULT. Unless and until there (i) an Event of Default shall have occurred and be continuing and (ii) written notice thereof shall have been given by the Pledgee to the relevant Pledgor (provided, that if an Event of DefaultDefault specified in Section 10.05 of the Credit Agreement shall occur and be continuing, no such notice shall be required), each Pledgor shall be entitled to exercise any and all (i) voting and other consensual rights pertaining to the Pledged Securities owned by it, it and to give consents, waivers or ratifications in respect thereof, and (ii) voting, consent, administration, management and other rights and remedies under any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor; provided, that, in each case, that no vote shall be cast or any consent, waiver or ratification given or any action taken or omitted to be taken which would violate or be inconsistent with any of the terms of this Agreement, the Credit Agreement, any other Credit Document or any Interest Rate Protection Agreement or Other Hedging Agreement (collectively, the "Secured Debt Agreements"), or which would have the effect of impairing the value of the Collateral or any part thereof or the position or interests of the Pledgee or any other Secured Creditor in the Collateral. All such rights of each such Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default has occurred shall occur and is be continuing, and Section 7 hereof shall become applicable.

Appears in 1 contract

Samples: Pledge Agreement (Video Update Inc)

WHILE NO EVENT OF DEFAULT. Unless and until there (i) an Event of Default shall have occurred and be continuing and (ii) written notice thereof shall have been given by the Pledgee to the relevant Pledgor (provided, that if an Event of DefaultDefault specified in Sections 9.01(f) and (g) of the Credit Agreement shall occur, no such notice shall be required), each Pledgor shall be entitled to exercise any and all (i) voting and other consensual rights pertaining to the Pledged Securities owned by it, and to give all consents, waivers or ratifications in respect thereof, and (ii) voting, consent, administration, management and other rights and remedies under any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor; provided, that, in each case, that no vote shall be cast or any consent, waiver or ratification given or any action taken or omitted to be taken which would violate or be inconsistent with any of the terms of this Agreement, the Credit Agreement, any other Credit Loan Document or any Interest Rate Protection Agreement or Other Hedging Agreement (collectively, the "Secured Debt Agreements"), or which would have the effect of impairing the value of the Collateral or any part thereof or the position or interests of the Pledgee or any other Secured Creditor Creditor, except to the extent such violation, inconsistency or impairment is waived in accordance with the Collateralterms of Section 20 hereof. All such rights of each such Pledgor to vote and to give consents, waivers and ratifications shall cease in case if an Event of Default has shall have occurred and is be continuing, and Section 7 hereof shall become applicable.

Appears in 1 contract

Samples: Pledge Agreement (Communications Instruments Inc)

WHILE NO EVENT OF DEFAULT. Unless and until there shall have occurred and be continuing an Event of Default, each Pledgor shall be entitled to exercise any and all (i) voting and other consensual rights pertaining to the Pledged Securities owned by it, and to give consents, waivers or ratifications in respect thereof, and (ii) voting, consent, administration, management and other rights and remedies under any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor; providedPROVIDED, that, in each case, no vote shall be cast or any consent, waiver or ratification given or any action taken or omitted to be taken which would violate or be inconsistent with any of the terms of this Agreement, the Credit Agreement, any other Credit Document or any Interest Rate Protection Agreement or Other Hedging Agreement (collectively, the "Secured Debt Agreements"), or which would have the effect of impairing the value of the Collateral or any part thereof or the position or interests security interest of the Pledgee or any other Secured Creditor in the Collateral. All such rights of each Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default has occurred and is continuing, and Section 7 hereof shall become applicable.

Appears in 1 contract

Samples: Pledge Agreement (Power Ten)

WHILE NO EVENT OF DEFAULT. Unless and until there shall have occurred and be continuing an Event of DefaultDefault and (i) the Obligations shall have been accelerated or (ii) the Pledgee shall have given the applicable Pledgor written notice that the Pledgee has elected to exercise such rights, each Pledgor shall be entitled to exercise any and all (i) voting and other consensual rights pertaining to the Pledged Securities owned by it, and to give consents, waivers or ratifications in respect thereof, and (ii) voting, consent, administration, management and other rights and remedies under any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor; provided, that, in each case, that no vote shall be cast or any consent, waiver or ratification given or any action taken or omitted to be taken which would violate or be inconsistent with any of the terms of this Agreement, the Credit Agreement, any other Credit Document or any Interest Rate Protection Agreement or Other Hedging Agreement (collectively, the "Secured Debt Agreements"), or which would have the effect of impairing the value of the Collateral or any part thereof or the position or interests of the Pledgee or any other Secured Creditor in the Collateral. All such rights of each Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default has occurred and is continuingcontinuing and (i) the Obligations shall have been accelerated or (ii) the Pledgee shall have given the applicable Pledgor written notice that the Pledgee has elected to exercise such rights, and Section 7 hereof shall become applicable.

Appears in 1 contract

Samples: Security Agreement (Howmet Corp /New/)

WHILE NO EVENT OF DEFAULT. Unless and until there shall have occurred and be continuing an Event of Default, each Pledgor shall be entitled to exercise any and all (i) voting voting, consent, administration, management and other consensual rights and remedies pertaining to the Pledged Securities owned by it, and to give consents, waivers or ratifications in respect thereof, and (ii) voting, consent, administration, management and other rights and remedies under any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor; provided, that, in each case, that no vote shall be cast or any consent, waiver or ratification given or any action taken or omitted to be taken which would violate or be inconsistent with any of the terms of this Agreement, the Credit Agreement, any other Credit Document or any Interest Rate Protection Agreement or Other Hedging Agreement (collectively, the "Secured Debt Agreements"), or which would have the effect of impairing the value of the Collateral or any part thereof or the position or interests of the Pledgee or any other Secured Creditor in the Collateral. All such rights of each Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default has occurred and is continuing, and Section 7 hereof shall become applicable.

Appears in 1 contract

Samples: Pledge Agreement (Pool Energy Services Co)

WHILE NO EVENT OF DEFAULT. Unless and until there (i) an Event of Default shall have occurred and be continuing and (ii) written notice thereof shall have been given by any Secured Creditor to the Borrower and the Pledgee (provided, that if an Event of DefaultDefault specified in clauses (g) or (h) of Section 8.1 of the Credit Agreement or clauses (g) and (h) of Section 11 of the Note Purchase Agreement shall occur, each Pledgor no such notice shall be required), the Borrower or one of its First Tier Subsidiaries, as the case may be, shall be entitled to exercise any and all (i) voting and other consensual rights pertaining to the Pledged Securities owned by it, Stock and to give all consents, waivers or ratifications in respect thereof, and (ii) voting, consent, administration, management and other rights and remedies under any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor; provided, that, in each case, that no vote shall be cast or any consent, waiver or ratification given or any action taken or omitted to be taken which would violate or be inconsistent with any of the terms of this Agreement, the Credit Agreement, any other Credit Document or any Interest Rate Protection Agreement or Other Hedging Agreement (collectively, the "Secured Debt Agreements")Agreement, or which would have the effect of impairing the value of the Collateral or any part thereof or the position or interests of the Pledgee or any other Secured Creditor in with respect to the Collateral. All such the rights of each Pledgor the Companies to vote and to give consents, waivers and ratifications shall cease in case an Event of Default has occurred shall occur and is continuingbe continuing and, and to the extent applicable, written notice thereof shall have been given as provided in clause (ii) above, in which case Section 7 hereof shall become applicable.

Appears in 1 contract

Samples: Pledge Agreement (Homeservices Com Inc)

WHILE NO EVENT OF DEFAULT. Unless and until there (i) an Event of Default shall have occurred and be continuing and (ii) written notice thereof shall have been given by the Pledgee to the relevant Pledgor (provided, that if -------- an Event of DefaultDefault specified in Section 9.05 of the Credit Agreement shall occur, no such notice shall be required), each Pledgor shall be entitled to exercise any and all (i) voting and other consensual rights pertaining to the Pledged Securities owned by it, and to give all consents, waivers or ratifications in respect thereof, and (ii) voting, consent, administration, management and other rights and remedies under any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor; provided, that, in each case, that no vote shall be cast or any consent, waiver or -------- ratification given or any action taken or omitted to be taken which would violate or be inconsistent with any of the terms of this Agreement, the Credit Agreement, any other Credit Document or any Interest Rate Protection Agreement or Other Hedging Agreement (collectively, the "Secured Debt Agreements"), or which would have the effect of impairing the value of the Collateral or any part thereof or the position or interests of the Pledgee or any other Secured Creditor in the CollateralCreditor. All such rights of each such Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default has occurred shall occur and is be continuing, and Section 7 hereof shall become applicable.

Appears in 1 contract

Samples: Pledge Agreement (Dade International Inc)

WHILE NO EVENT OF DEFAULT. Unless and until there (i) an Event of Default shall have occurred and be continuing and (ii) written notice thereof shall have been given by the Pledgee to the Pledgor (PROVIDED, that if an Event of DefaultDefault specified in Section 8.6 of the Credit Agreement shall occur, each no such notice shall be required), the Pledgor shall be entitled to exercise any and all (i) voting and other consensual rights pertaining to the Pledged Securities owned by it, and to give all consents, waivers or ratifications in respect thereof; PROVIDED, and (ii) voting, consent, administration, management and other rights and remedies under any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor; provided, that, in each case, that no vote shall be cast or any consent, waiver or ratification given or any action taken or omitted to be taken which would violate or be inconsistent with any of the terms of this Agreement, the Credit Agreement, any other Credit Document or any Interest Rate Protection Agreement or Other Hedging Agreement (collectively, the "Secured Debt Agreements"), or which would have the effect of impairing the value of the Collateral or any part thereof or the position or interests of the Pledgee or any other Secured Creditor in the CollateralCreditor. All such the rights of each the Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default has occurred shall occur and is continuingbe continuing and, and to the extent applicable, written notice thereof shall have been given as provided in clause (ii) above, in which case Section 7 hereof shall become applicable.

Appears in 1 contract

Samples: Borrower Pledge Agreement (Amerus Life Holdings Inc)

WHILE NO EVENT OF DEFAULT. Unless and until there an Event of Default shall have occurred and be continuing an Event of Defaultcontinuing, each Pledgor shall be entitled to (i) exercise any and all (i) voting and other consensual rights pertaining to the Pledged Securities owned by it, Stock and to give all consents, waivers or ratifications in respect thereof, thereof and (ii) exercise any and all voting, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement or otherwise with respect to the Pledged Limited Liability Interests of such Pledgor and (y) any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor, in each case together with all other rights assigned pursuant to Sections 3. 1(a)(iv)(E) and 3. 1 (a)(v)(E) hereof; provided, that, in each case, that no vote shall be cast or any consent, waiver or ratification given or any other action taken or omitted to be taken which would violate or be inconsistent with any of the terms of this Agreement, the Credit Agreement, Agreement or any other Credit Document or any Interest Rate Protection Agreement or Other Hedging Secured Debt Agreement (collectively, the "Secured Debt Agreements"as hereinafter defined), or which would have the effect of impairing the value of the Collateral rights, priorities or any part thereof or the position or interests remedies of the Pledgee or any other Secured Creditor in the Collateralunder this Agreement or any other Secured Debt Agreement. All such rights of each such Pledgor to vote and to give consents, waivers and ratifications ratification's shall cease in case an Event of Default has occurred shall occur and is be continuing, and Section 7 hereof shall become applicable.

Appears in 1 contract

Samples: Pledge and Security Agreement (HMH HPT Courtyard Inc)

WHILE NO EVENT OF DEFAULT. Unless and until there shall have occurred and be continuing an Event of Default, each Pledgor shall be entitled to exercise all voting rights attaching to any and all (i) voting and other consensual rights pertaining to the Pledged Securities owned by it, and to give consents, waivers or ratifications in respect thereof, and (ii) voting, consent, administration, management and other rights and remedies under any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor; provided, that, in each case, PROVIDED that no vote shall be cast or any consent, waiver or ratification given or any action taken or omitted to be taken which would violate violate, result in breach of any covenant contained in, or be inconsistent with with, any of the terms of this Agreement, the Credit Agreement, any other Credit Document or any Secured Interest Rate Protection Agreement or Other Hedging Agreement (collectively, the "Secured Debt AgreementsSECURED DEBT AGREEMENTS"), or which would have the effect of impairing the value of the Collateral or any part thereof or the position or interests of the Pledgee or any other Secured Creditor in the Collateraltherein. All such rights of each a Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default has occurred shall occur and is continuing, be continuing and Section 7 hereof shall become applicable.

Appears in 1 contract

Samples: Pledge Agreement (Fairpoint Communications Inc)

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WHILE NO EVENT OF DEFAULT. Unless and until there shall have occurred and be continuing an Event of Default, each Pledgor shall be entitled to exercise any and all (i) voting and other consensual rights pertaining to the Pledged Securities Collateral owned by it, and to give consents, waivers or ratifications in respect thereof, and (ii) voting, consent, administration, management and other rights and remedies under any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor; provided, that, in each case, no vote shall be cast or any consent, waiver or ratification given or any action taken or omitted to be taken which would violate or be inconsistent with any of the terms of this Agreement, the Credit Agreement, any other Credit Document or any Interest Rate Protection Agreement or Other Hedging Agreement (collectively, the "β€œSecured Debt Agreements"”), or which would have the effect of impairing the value of the Collateral or any part thereof or the position or interests of the Pledgee or any other Secured Creditor in the Collateral. All such rights of each Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default has occurred and is continuing, and Section 7 hereof shall become applicable.. infoUSA Amended and Restated Pledge Agreement

Appears in 1 contract

Samples: Pledge Agreement (Infousa Inc)

WHILE NO EVENT OF DEFAULT. Unless and until there an Event of Default shall have occurred and be continuing an Event of Defaultcontinuing, each Pledgor shall be entitled to (i) exercise any and all (i) voting and other consensual rights pertaining to the Pledged Securities owned by it, Stock and to give all consents, waivers or ratifications in respect thereof, ; and (ii) exercise any and all voting, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement or otherwise with respect to the Pledged Limited Liability Interests of such Pledgor and (y) any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor; provided, that, in each case, that no vote shall be cast or any consent, waiver or ratification given or any action taken or omitted to be taken which would violate or be inconsistent with any of the terms of this Agreement, the Credit Agreement, Agreement or any other Credit Document or any Interest Rate Protection Agreement or Other Hedging Agreement (collectively, the "Secured Debt Agreements")Loan Document, or which would have the effect of impairing the value of the Collateral rights, priorities or any part thereof or the position or interests remedies of the Pledgee or any other Secured Creditor in the Collateralunder this Agreement or any other Loan Documents. All such rights of each such Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default has occurred shall occur and is be continuing, and Section 7 hereof shall become applicable.

Appears in 1 contract

Samples: Pledge and Security Agreement (Felcor Lodging Trust Inc)

WHILE NO EVENT OF DEFAULT. Unless and until there shall have occurred and be continuing an Event of Default, each Pledgor shall be entitled to exercise all voting rights attaching to any and all (i) voting and other consensual rights pertaining to the Pledged Securities Collateral owned by it, and to give consents, waivers or ratifications and take all other actions in respect thereof, and (ii) voting, consent, administration, management and other rights and remedies under any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor; provided, that, in each case, provided that no vote shall be cast or any consent, waiver or ratification given or any action taken or omitted to be taken which would violate violate, result in breach of any covenant contained in, or be inconsistent with with, any of the terms of this Agreement, the Credit Agreement, any other Credit Document or any Interest Rate Protection Agreement or Other Hedging Agreement (collectively, the "Secured Debt Agreements"), or which would have the effect of materially impairing the value of the Collateral or any material part thereof or the position or interests of the Pledgee or any other Secured Creditor in the Collateraltherein. All such rights of each a Pledgor to vote and to give consents, waivers and ratifications shall cease in case if and for so long as an Event of Default has occurred shall occur and is continuing, be continuing and Section 7 hereof shall become applicable.

Appears in 1 contract

Samples: Security Agreement (Iasis Healthcare Corp)

WHILE NO EVENT OF DEFAULT. Unless and until there shall have occurred and be continuing an Event of DefaultDefault (or a Default under Section 10.05 of the Credit Agreement), each Pledgor shall be entitled to exercise all voting rights attaching to any and all (i) voting and other consensual rights pertaining to the Pledged Securities Collateral owned by it, and to give consents, waivers or ratifications in respect thereof, and (ii) voting, consent, administration, management and other rights and remedies under any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor; provided, that, in each case, thereof provided that no vote shall be cast or any consent, waiver or ratification given or any action taken or omitted to be taken which would violate violate, result in breach of any covenant contained in, or be inconsistent with with, any of the terms of this Agreement, the Credit Agreement, any other Credit Document or any Interest Rate Protection Agreement or Other Hedging Agreement Agreements (collectively, the "Secured Debt Agreements"), or which would have the effect of impairing the value of the Collateral or any part thereof or the position or interests of the Pledgee or any other Secured Creditor in the Collateraltherein. All such rights of each a Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default has occurred (or a Default under Section 10.05 of the Credit Agreement) shall occur and is continuing, be continuing and Section 7 hereof shall become applicable.

Appears in 1 contract

Samples: Pledge Agreement (Fairpoint Communications Inc)

WHILE NO EVENT OF DEFAULT. Unless and until there an Event of Default shall have occurred and be continuing an Event of Defaultcontinuing, each Pledgor shall be entitled to (i) exercise any and all (i) voting and other consensual rights pertaining to the Pledged Securities owned by it, Stock and to give all consents, waivers or ratifications ratification's in respect thereof, ; and (ii) exercise any and all voting, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement or otherwise with respect to the Pledged Limited Liability Interests of such Pledgor and (y) any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor; provided, that, in each case, that no vote shall be cast or any consent, waiver or ratification given or any action taken or omitted to be taken which would violate or be inconsistent with any of the terms of this Agreement, the Credit Agreement, Agreement or any other Credit Document or any Interest Rate Protection Agreement or Other Hedging Agreement (collectively, the "Secured Debt Agreements")Document, or which would have the effect of impairing the value of the Collateral rights, priorities or any part thereof or the position or interests remedies of the Pledgee or any other Secured Creditor in the Collateralunder this Agreement or any other Credit Documents. All such rights of each such Pledgor to vote and to give consents, waivers and ratifications ratification's shall cease in case an Event of Default has occurred shall occur and is be continuing, and Section 7 hereof shall become applicable.

Appears in 1 contract

Samples: Pledge and Security Agreement (Starwood Hotel & Resorts Worldwide Inc)

WHILE NO EVENT OF DEFAULT. Unless and until there shall have occurred and be continuing an Event of DefaultDefault (or a Default under Section 8.05 of the Credit Agreement), each Pledgor shall be entitled to exercise all voting rights attaching to any and all (i) voting and other consensual rights pertaining to the Pledged Securities Collateral owned by it, and to give consents, waivers or ratifications in respect thereof, and (ii) voting, consent, administration, management and other rights and remedies under any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor; provided, that, in each case, thereof PROVIDED that no vote shall be cast or any consent, waiver or ratification given or any action taken or omitted to be taken which would violate violate, result in breach of any covenant contained in, or be inconsistent with with, any of the terms of this Agreement, the Credit Agreement, any other Credit Document or any Interest Rate Protection Agreement or Other Hedging Agreement (collectively, the "Secured Debt Agreements"), or which would have the effect of impairing the value of the Collateral or any part thereof or the position or interests of the Pledgee or any other Secured Creditor in the Collateraltherein. All such rights of each a Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default has occurred (or a Default under Section 8.05 of the Credit Agreement) shall occur and is continuing, be continuing and Section 7 hereof shall become applicable.

Appears in 1 contract

Samples: Pledge Agreement (Superior National Insurance Group Inc)

WHILE NO EVENT OF DEFAULT. Unless and until there shall have occurred and be continuing an Event of Default, each Each Pledgor shall be entitled to exercise any and all (i) voting and other consensual rights pertaining to the Pledged Securities Collateral owned by it, and to give consents, waivers or ratifications in respect thereof, and (ii) voting, consent, administration, management and other rights and remedies under any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor; provided, provided that, in each case, no vote shall be cast or any consent, waiver or ratification given or any action taken or omitted to be taken which would violate violate, result in a breach of any covenant contained in, or be inconsistent with any of the terms of this Agreement, the Credit Agreement, any other Credit Document or any Interest Rate Protection Agreement or Other Hedging Agreement (collectively, the "Secured Debt Agreements")Agreement, or which would could reasonably be expected to have the effect of impairing the value of the Collateral or any part thereof or the position or interests of the Pledgee or any other Secured Creditor in the Collateral, unless expressly permitted by the terms of the Secured Debt Agreements. All Notwithstanding the foregoing, all such rights of each Pledgor to vote and to give consents, waivers and ratifications shall cease in case either (x) an Event of Default under Section 11.05 of the Credit Agreement has occurred and is continuing or (y) any other Event of Default has occurred and is continuingcontinuing and the Pledgee has otherwise notified Holdings or the Borrower, and Section 7 hereof shall become applicable.

Appears in 1 contract

Samples: Security Agreement (Town Sports International Holdings Inc)

WHILE NO EVENT OF DEFAULT. Unless and until there shall have occurred and be continuing an Event of Default, each Pledgor shall be entitled to exercise any and all (i) voting voting, consent, administration, management and other consensual rights and remedies pertaining to the Pledged Securities owned by it, and to give consents, waivers or ratifications in respect thereof; PROVIDED, and (ii) voting, consent, administration, management and other rights and remedies under any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor; provided, that, in each case, that no vote shall be cast or any consent, waiver or ratification given or any action taken or omitted to be taken which would violate or be inconsistent with any of the terms of this Agreement, the Credit Agreement, any other Credit Document or any Interest Rate Protection Agreement or Other Hedging Agreement (collectively, the "Secured Debt Agreements"), or which would have the effect of impairing the value of the Collateral or any part thereof or the position or interests of the Pledgee or any other Secured Creditor in the Collateral. All such rights of each Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default has occurred and is continuing, and Section 7 hereof shall become applicable.

Appears in 1 contract

Samples: Credit Agreement (Sitel Corp)

WHILE NO EVENT OF DEFAULT. Unless and until there (i) an Event of Default shall have occurred and be continuing and (ii) written notice thereof shall have been given by the Pledgee to the relevant Pledgor (provided, -------- that if an Event of DefaultDefault specified in Sections 9.01(f) and (g) of the Credit Agreement shall occur, no such notice shall be required), each Pledgor shall be entitled to exercise any and all (i) voting and other consensual rights pertaining to the Pledged Securities owned by it, and to give all consents, waivers or ratifications in respect thereof, and (ii) voting, consent, administration, management and other rights and remedies under any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor; provided, that, in each case, that no vote shall be cast or any consent, waiver or -------- ratification given or any action taken or omitted to be taken which would violate or be inconsistent with any of the terms of this Agreement, the Credit Agreement, any other Credit Loan Document or any Interest Rate Protection Agreement or Other Hedging Agreement (collectively, the "Secured Debt Agreements"), or which would have the effect of impairing the value of the Collateral or any part thereof or the position or interests of the Pledgee or any other Secured Creditor Creditor, except to the extent such violation, inconsistency or impairment shall be waived in accordance with the Collateralterms of Section 20 hereof. All such rights of each such Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default has occurred shall occur and is be continuing, and Section 7 hereof shall become applicable.

Appears in 1 contract

Samples: Pledge Agreement (Kilovac International Inc)

WHILE NO EVENT OF DEFAULT. Unless and until there shall have occurred and be continuing an Event of DefaultDefault and the Pledgee shall have terminated any such entitlement by notice to the Pledgor (provided that no such notice shall be required if a Default or an Event of Default under Section 10.05 of the Credit Agreement exists and is continuing, in which case such entitlement shall automatically terminate), each Pledgor shall be entitled to exercise any and all (i) voting and other consensual rights pertaining to the Pledged Securities owned by it, and to give consents, waivers or ratifications in respect thereof, and (ii) voting, consent, administration, management and other rights and remedies under any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor; provided, that, in each case, no vote shall be cast or any consent, waiver or ratification given or any action taken or omitted to be taken which would violate or be inconsistent with any of the terms of this Agreement, the Credit Agreement, any other Credit Document or any Interest Rate Protection Agreement or Other Hedging Agreement (collectively, the "Secured Debt Agreements"), or which would have the effect of impairing the value of the Collateral or any part thereof or the position or interests security interest of the Pledgee or any other Secured Creditor in the Collateral. All such rights of each Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default has occurred and is continuing, and Section 7 hereof shall become applicable.

Appears in 1 contract

Samples: Pledge Agreement (Scot Inc)

WHILE NO EVENT OF DEFAULT. Unless and until there (i) an Event of Default shall have occurred and be continuing and (ii) written notice thereof shall have been given by the Pledgee to the relevant Pledgor (provided, -------- that if an Event of DefaultDefault specified in Section 9.05 of the Credit Agreement shall occur, no such notice shall be required), each Pledgor shall be entitled to exercise any and all (i) voting and other consensual rights pertaining to the Pledged Securities owned by it, and to give all consents, waivers or ratifications in respect thereof, and (ii) voting, consent, administration, management and other rights and remedies under any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor; provided, that, in each case, -------- that no vote shall be cast or any consent, waiver or ratification given or any action taken or omitted to be taken which would violate or be inconsistent with any of the terms of this Agreement, the Credit Agreement, any other Credit Document or any Interest Rate Protection Agreement or Other Hedging Agreement (collectively, the "Secured Debt Agreements"), or which would have the effect of impairing the value of the Collateral or any part thereof or the position or interests of the Pledgee or any other Secured Creditor in the CollateralCreditor. All such rights of each such Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default has occurred shall occur and is be continuing, and Section 7 hereof shall become applicable.

Appears in 1 contract

Samples: Pledge Agreement (Cambridge Industries Inc /De)

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