Common use of Exercise of Rights in Pledged Collateral Clause in Contracts

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the Grantors shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Collateral Agent in respect of the Pledged Collateral. (ii) Each Grantor will permit the Collateral Agent or its nominee at any time after the occurrence and during the continuation of an Event of Default, without notice, to exercise all voting rights or other rights relating to Pledged Collateral (other than Pledged ULC Shares), including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Equity Interest or Investment Property constituting Pledged Collateral (other than Pledged ULC Shares) as if it were the absolute owner thereof. (iii) Each Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral (other than Pledged ULC Shares) to the extent not in violation of the Credit Agreement and except as otherwise provided under the Credit Agreement and the other Loan Documents.

Appears in 2 contracts

Sources: Credit Agreement (Dura Automotive Systems Inc), Pledge and Security Agreement (Dura Automotive Systems Inc)

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the Grantors such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with in violation of this Security Agreement, the Credit Agreement or any other Loan Documentthe Indenture; provided however, that no vote or other right shall be exercised or action taken which would have for the effect purpose of impairing the enforcement rights of the Note Collateral Agent in respect of the such Pledged CollateralCollateral except as may be incidental to actions otherwise permitted under such documents. (ii) Each Such Grantor will permit the Note Collateral Agent or its nominee at any time after the occurrence and during the continuation continuance of an Event of Default, without and with prior notice, to exercise all voting rights or other rights relating to the Pledged Collateral (other than Pledged ULC Shares)owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Equity Interest or Investment Property constituting such Pledged Collateral (other than Pledged ULC Shares) as if it were the absolute owner thereof. (iii) Each After all Events of Default have been cured or waived in accordance with the provisions of the Indenture, and so long as the Secured Obligations shall not have been and remain accelerated, each Grantor shall be have the right to exercise the voting and other consensual rights and powers that it would have otherwise been entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral (other than Pledged ULC Shares) pursuant to the extent not in violation of the Credit Agreement and except as otherwise provided under the Credit Agreement and the other Loan Documentsthis Section 4.6.

Appears in 2 contracts

Sources: Pledge and Security Agreement (Westmoreland Energy LLC), Pledge and Security Agreement (WESTMORELAND COAL Co)

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the Grantors Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Purchase Agreement or any other Loan Transaction Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Collateral Agent in respect of the such Pledged Collateral. (ii) Each The Grantor will permit the Collateral Agent or its their nominee at any time after the occurrence and during the continuation continuance of an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged Collateral (other than Pledged ULC Shares)owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Equity Interest Interests or Investment Property constituting such Pledged Collateral (other than Pledged ULC Shares) as if it they were the absolute owner thereof. (iii) Each So long as no Event of Default shall have occurred and be continuing, the Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral (other than Pledged ULC Shares) owned by it to the extent not in violation of the Credit Agreement and except as otherwise Purchase Agreement; provided under however, that until actually paid, all rights to such distributions shall remain subject to the Credit Agreement and the other Loan DocumentsLien created by this Security Agreement.

Appears in 2 contracts

Sources: Pledge and Security Agreement (CareView Communications Inc), Pledge and Security Agreement (CareView Communications Inc)

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the Grantors Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Purchase Agreement or any other Loan Transaction Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Collateral Agent Secured Parties in respect of the such Pledged Collateral. (ii) Each The Grantor will permit the Collateral Agent Secured Parties or its their nominee at any time after the occurrence and during the continuation continuance of an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged Collateral (other than Pledged ULC Shares)owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Equity Interest Interests or Investment Property constituting such Pledged Collateral (other than Pledged ULC Shares) as if it they were the absolute owner thereof. (iii) Each So long as no Event of Default shall have occurred and be continuing, the Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral (other than Pledged ULC Shares) owned by it to the extent not in violation of the Credit Agreement and except as otherwise Purchase Agreement; provided under however, that until actually paid, all rights to such distributions shall remain subject to the Credit Agreement and the other Loan DocumentsLien created by this Security Agreement.

Appears in 1 contract

Sources: Pledge and Security Agreement (CareView Communications Inc)

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the Grantors such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided provided, however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Collateral Administrative Agent in respect of the such Pledged Collateral. (ii) Each Such Grantor will permit the Collateral Administrative Agent or its nominee at any time after the occurrence and during the continuation of an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged Collateral (other than Pledged ULC Shares)owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Equity Interest Capital Stock or Investment Property constituting such Pledged Collateral (other than Pledged ULC Shares) as if it were the absolute owner thereof. (iii) Each Unless an Event of Default shall have occurred and be continuing, such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral (other than Pledged ULC Shares) owned by it to the extent not in violation of the Credit Agreement Agreement. If an Event of Default shall occur and except as otherwise provided under the Credit Agreement be continuing and the Administrative Agent shall give written notice of its intent to exercise such rights to the relevant Grantor or Grantors, the Administrative Agent shall have the right to receive all such cash dividends, interest, payments and other Loan DocumentsProceeds paid in respect of the Pledged Collateral.

Appears in 1 contract

Sources: Guarantee and Collateral Agreement (Ultra Clean Holdings, Inc.)

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the Grantors such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement Notes or any other Loan Transaction Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Collateral Agent in respect of the such Pledged Collateral. (ii) Each Such Grantor will permit the Collateral Agent or its nominee at any time after the occurrence and during the continuation continuance of an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged Collateral (other than Pledged ULC Shares)owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Equity Interest or Investment Property constituting Pledged Collateral (other than Pledged ULC Shares) as if it were the absolute owner thereof. (iii) Each Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral (other than Pledged ULC Shares) owned by it to the extent not in violation of the Credit Notes; provided however, that until actually paid, all rights to such distributions shall remain subject to the Lien created by this Security Agreement and (except as otherwise provided under to the Credit Agreement and the other Loan Documentsextent constituting Excluded Property).

Appears in 1 contract

Sources: Pledge and Security Agreement (Daktronics Inc /Sd/)

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the Grantors such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement Indenture or any other Loan Security Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Collateral Agent in respect of the Pledged Collateral. (ii) Each Such Grantor will shall permit the Collateral Agent or its nominee, and the Collateral Agent or its nominee shall have the right (acting at the written direction of the Holders of a majority in aggregate principal amount of the Notes then outstanding) at any time after the occurrence and during the continuation of an Event of Default, without noticeafter prior written notice to any Grantor, to exercise all voting rights or other rights relating to the Pledged Collateral (other than Pledged ULC Shares)owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Equity Interest or Investment Property constituting such Pledged Collateral (other than Pledged ULC Shares) as if it were the absolute owner thereof. (iii) Each Unless an Event of Default under the Indenture has occurred and is ongoing, such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral (other than Pledged ULC Shares) owned by it to the extent not in violation of the Credit Agreement and except as otherwise provided under the Credit Agreement and the other Loan DocumentsIndenture.

Appears in 1 contract

Sources: Pledge and Security Agreement (Turning Point Brands, Inc.)

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the Grantors such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Collateral Administrative Agent in respect of the such Pledged Collateral. (ii) Each Such Grantor will permit the Collateral Administrative Agent or its nominee at any time after the occurrence and during the continuation continuance of an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged Collateral (other than Pledged ULC Shares)owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Equity Interest or Investment Property constituting Pledged Collateral (other than Pledged ULC Shares) as if it were the absolute owner thereof. (iii) Each Until the occurrence of an Event of Default, such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral (other than Pledged ULC Shares) owned by it to the extent not in violation of the Credit Agreement and except as otherwise Agreement, provided under however, that until actually paid, all rights to such distributions shall remain subject to the Credit Agreement and the other Loan DocumentsLien created by this Security Agreement.

Appears in 1 contract

Sources: Pledge and Security Agreement (Kelly Services Inc)

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the Grantors such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Collateral Administrative Agent in respect of the such Pledged Collateral. (ii) Each Such Grantor will permit the Collateral Administrative Agent or its nominee at any time after the occurrence and during the continuation continuance of an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged Collateral (other than Pledged ULC Shares)owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Equity Interest or Investment Property constituting Pledged Collateral (other than Pledged ULC Shares) as if it were the absolute owner thereof. (iii) Each Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral (other than Pledged ULC Shares) owned by it to the extent not in violation of the Credit Agreement; provided however, that until actually paid, all rights to such distributions shall remain subject to the Lien created by this Security Agreement and (except as otherwise provided under to the Credit Agreement and the other Loan Documentsextent constituting Excluded Property).

Appears in 1 contract

Sources: Pledge and Security Agreement (Daktronics Inc /Sd/)