Common use of Acknowledgement of Parties Clause in Contracts

Acknowledgement of Parties. If Pledgor shall, as a result of its ownership of the Pledged Securities, become entitled to receive or shall receive any limited liability company interest certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Pledged Securities, or otherwise in respect thereof, Pledgor shall accept the same as Lender’s agent, hold the same in trust for Lender and deliver the same forthwith to Lender in the exact form received, duly endorsed by Pledgor to Lender, if required, together with an undated limited liability company power covering such certificate duly executed in blank and with, if Lender so requests, signature guaranteed, to be held by Lender hereunder as additional security for the Debt. Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of Issuer shall be paid over to Lender, to be held by it hereunder as additional security for the Debt and distributed in accordance with the provisions of the Loan Agreement and the Mortgage Loan Agreement, and in case any distribution of capital shall be made on or in respect of the Pledged Securities or any property shall be distributed upon or with respect to the Pledged Securities in each case pursuant to (a) any such liquidation or dissolution of Issuer, or (b) recapitalization or reclassification of the capital of Issuer or pursuant to the reorganization thereof, in violation of the provisions of the Loan Documents, then in such case the property so distributed shall be delivered to Lender, to be held by it, subject to the terms hereof, as additional security for the Debt and distributed in accordance with the provisions of the Loan Agreement and the Mortgage Loan Agreement; provided, however, that nothing in this paragraph shall be deemed to limit or restrict Pledgor’s rights to release any Release Collateral and/or prepay the Loan pursuant to the Loan Documents and/or Pledgor’s rights to cause Mortgage Borrower to release any Release Property and/or prepay the Mortgage Loan pursuant to the Mortgage Loan Documents and/or Mortgage Borrower’s rights to release the Release Property and/or prepay the Mortgage Loan pursuant to the Mortgage Loan Documents, and provided further that after any such release is conducted in accordance with the Loan Documents and the Mortgage Loan Documents, any excess proceeds generated from any such release and Transfer of the Release Collateral and/or Release Property, as applicable, shall be retained by Pledgor and/or Mortgage Borrower, as applicable, and may be distributed by Mortgage Borrower and/or Pledgor at its discretion, and shall not be paid over to Lender. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by Pledgor and are required to be delivered to Lender as provided above, Pledgor shall deliver the same forthwith to Lender, and, until such money or property is paid or delivered to Lender, hold such money or property in trust for Lender, segregated from other funds of Pledgor, as additional security for the Debt (with any excess funds being promptly returned to Pledgor upon the indefeasible payment in full of the Debt). Pledgor shall cause Issuer, by its signature to the Acknowledgement and Consent, a form of which is attached hereto as Exhibit A, to agree that it will notify Lender promptly of the occurrence of any events described in this section. Notwithstanding the foregoing, if no such event described above entitling Lender to receive such sums or property has occurred, then such distributions shall be made in the normal course of business of Issuer in accordance with Section 7 hereof.

Acknowledgement of Parties. If Pledgor shall, as a result of its ownership of the Pledged Securities, become entitled to receive or shall receive any limited liability company interest certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Pledged Securities, or otherwise in respect thereof, Pledgor shall accept the same as Lender’s agent, hold the same in trust for Lender and deliver the same forthwith to Lender in the exact form received, duly endorsed by Pledgor to Lender, if required, together with an undated limited liability company power covering such certificate duly executed in blank and with, if Lender so requests, signature guaranteed, to be held by Lender hereunder as additional security for the Debt. Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of Issuer shall be paid over to Lender, to be held by it hereunder as additional security for the Debt and distributed in accordance with the provisions of the Loan Agreement and the Mortgage Loan Agreement, and in case any distribution of capital shall be made on or in respect of the Pledged Securities or any property shall be distributed upon or with respect to the Pledged Securities in each case pursuant to (a) any such liquidation or dissolution of Issuer, or (b) recapitalization or reclassification of the capital of Issuer or pursuant to the reorganization thereof, in violation of the provisions of the Loan Documents, then in such case the property so distributed shall be delivered to Lender, to be held by it, subject to the terms hereof, as additional security for the Debt and distributed in accordance with the provisions of the Loan Agreement and the Mortgage Loan Agreement; provided, however, that nothing in this paragraph shall be deemed to limit or restrict PledgorBorrower’s rights to release any Release Collateral and/or prepay the Loan pursuant to the Loan Documents and/or PledgorBorrower’s rights to cause Mortgage Borrower to release any Release Property and/or prepay the Mortgage Loan pursuant to the Mortgage Loan Documents and/or Mortgage Borrower’s rights to release the Release Property and/or prepay the Mortgage Loan pursuant to the Mortgage Loan Documents, and provided further that after any such release is conducted in accordance with the Loan Documents and the Mortgage Loan Documents, any excess proceeds generated from any such release and Transfer of the Release Collateral and/or Release Property, as applicable, shall be retained by Pledgor Borrower and/or Mortgage Borrower, as applicable, and may be distributed by Mortgage Borrower and/or Pledgor Borrower at its discretion, and shall not be paid over to Lender. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by Pledgor and are required to be delivered to Lender as provided above, Pledgor shall deliver the same forthwith to Lender, and, until such money or property is paid or delivered to Lender, hold such money or property in trust for Lender, segregated from other funds of Pledgor, as additional security for the Debt (with any excess funds being promptly returned to Pledgor upon the indefeasible payment in full of the Debt). Pledgor shall cause Issuer, by its signature to the Acknowledgement and Consent, a form of which is attached hereto as Exhibit A, to agree that it will notify Lender promptly of the occurrence of any events described in this section. Notwithstanding the foregoing, if no such event described above entitling Lender to receive such sums or property has occurred, then such distributions shall be made in the normal course of business of Issuer in accordance with Section 7 hereof.

Acknowledgement of Parties. If Pledgor shall, as a result of its ownership of the Pledged Securities, become entitled to receive or shall receive any limited liability company interest certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Pledged Securities, or otherwise in respect thereof, Pledgor shall accept the same as Lender’s agent, hold the same in trust for Lender and deliver the same forthwith to Lender in the exact form received, duly endorsed by Pledgor to Lender, if required, together with an undated limited liability company power covering such certificate duly executed in blank and with, if Lender so requests, signature guaranteed, to be held by Lender hereunder as additional security for the Debt. Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of Issuer shall be paid over to Lender, to be held by it hereunder as additional security for the Debt and distributed in accordance with the provisions of the Loan Agreement and the Mortgage Loan Agreement, and in case any distribution of capital shall be made on or in respect of the Pledged Securities or any property shall be distributed upon or with respect to the Pledged Securities in each case pursuant to (a) any such liquidation or dissolution of Issuer, or (b) recapitalization or reclassification of the capital of Issuer or pursuant to the reorganization thereof, in violation of the provisions of the Loan Documents, then in such case the property so distributed shall be delivered to Lender, to be held by it, subject to the terms hereof, as additional security for the Debt and distributed in accordance with the provisions of the Loan Agreement and the Mortgage Loan Agreement; provided, however, that nothing in this paragraph shall be deemed to limit or restrict Pledgor’s rights to release any Release Collateral and/or prepay the Loan pursuant to the Loan Documents and/or Pledgor’s rights to cause Mortgage Borrower to release any Release Property and/or prepay the Mortgage Loan pursuant to the Mortgage Loan Documents and/or Mortgage Borrower’s rights to release the Release Property and/or prepay the Mortgage Loan pursuant to the Mortgage Loan Documents, and provided further that after any such release is conducted in accordance with the Loan Documents and the Mortgage Loan Documents, any excess proceeds generated from any such release and Transfer of the Release Collateral and/or Release Property, as applicable, Property shall be retained by Pledgor and/or Mortgage Borrower, as applicable, Borrower and may be distributed by Mortgage Borrower and/or Pledgor at its discretion, and shall not be paid over to Lender. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by Pledgor and are required to be delivered to Lender as provided above, Pledgor shall deliver the same forthwith to Lender, and, until such money or property is paid or delivered to Lender, hold such money or property in trust for Lender, segregated from other funds of Pledgor, as additional security for the Debt (with any excess funds being promptly returned to Pledgor upon the indefeasible payment in full of the Debt). Pledgor shall cause Issuer, by its signature to the Acknowledgement and Consent, a form of which is attached hereto as Exhibit A, to agree that it will notify Lender promptly of the occurrence of any events described in this section. Notwithstanding the foregoing, if no such event described above entitling Lender to receive such sums or property has occurred, then such distributions shall be made in the normal course of business of Issuer in accordance with Section 7 hereof.