Partnership/LLC Interests. (a) Notwithstanding anything to the contrary contained in any limited liability agreement, operating agreement, membership agreement, partnership agreement or similar agreement relating to any Partnership/LLC Interests (as amended, restated, supplemented or otherwise modified from time to time, a “Partnership/LLC Agreement”), each member, manager and partner shall be entitled to pledge its Partnership/LLC Interests to, and grant and collaterally assign to, the Administrative Agent, for the ratable benefit of itself and the Secured Parties, a lien and security interest in its Partnership/LLC Interests without any further consent, approval or action by any other party, including, without limitation, any other party to any Partnership/LLC Agreement or otherwise.
Partnership/LLC Interests. Subject to Section 7.13, each limited liability agreement, operating agreement, membership agreement, partnership agreement or similar agreement relating to any Partnership/LLC Interests included in the Collateral (a “Partnership/LLC Agreement”) shall be amended in a manner satisfactory to the Administrative Agent to the extent necessary to permit each member, manager and partner that is a Credit Party to pledge all of the Partnership/LLC Interests in which such Credit Party has rights to, and grant and collaterally assign to, the Secured Parties a lien and security interest in its Partnership/LLC Interests in which such Credit Party has rights without any further consent, approval or action by any other party, including, without limitation, any other party to any Partnership/LLC Agreement or otherwise, with the effect that, upon the occurrence and during the continuance of an Event of Default, the Secured Parties or their respective designees shall have the right (but not the obligation) to be substituted for the applicable Credit Party as a member, manager or partner under the applicable Partnership/LLC Agreement and the Secured Parties shall have all rights, powers and benefits of such Credit Party as a member, manager or partner, as applicable, under such Partnership/LLC Agreement (which for the avoidance of doubt, such rights, powers and benefits of a substituted member shall include all voting and other rights and not merely the rights of an economic interest holder).
Partnership/LLC Interests. (a) Subject to Section 7.17, each limited liability agreement, operating agreement, membership agreement, partnership agreement or similar agreement to which a Grantor is a party and relating to any Partnership/LLC Interests that are Pledged Capital Stock (as amended, restated, supplemented or otherwise modified from time to time, a “Pledged Partnership/LLC Agreement”) is amended by this Section 2.2 to permit each member, manager and partner that is a Grantor to pledge all of the Partnership/LLC Interests that are Pledged Capital Stock in which such Grantor has rights to and grant and collaterally assign to the Secured Parties a lien and security interest in its Partnership/LLC Interests that are Pledged Capital Stock in which such Grantor has rights without any further consent, approval or action by any other party, including, without limitation, any other party to any Pledged Partnership/LLC Agreement or otherwise.
Partnership/LLC Interests. (a) Each limited liability agreement, operating agreement, membership agreement, partnership agreement or similar agreement relating to any Partnership/LLC Interests (as amended, restated, supplemented or otherwise modified from time to time, a “Partnership/LLC Agreement”) shall permit each member, manager and partner that is a Grantor to pledge all of the Partnership/LLC Interests in which such Grantor has rights to and grant and collaterally assign to the Purchaser a lien and security interest in all of the Partnership/LLC Interests in which such Grantor has rights without any further consent, approval or action by any other party, including, without limitation, any other party to any Partnership/LLC Agreement or otherwise, except for those consents that have been (or will be) obtained.
Partnership/LLC Interests. (a) Subject to Section 7.17, each limited liability company agreement, operating agreement, membership agreement, partnership agreement or similar agreement relating to any Partnership/LLC Interests (as amended, restated, supplemented or otherwise modified from time to time, a “Partnership/LLC Agreement”) is amended by this Section 2.2 to permit each member, manager or partner that is a Grantor to pledge all of the Partnership/LLC Interests in which such Grantor has rights and grant and collaterally assign to the Secured Parties a lien and security interest in its Partnership/LLC Interests in which such Grantor has rights without any further consent, approval or action by any other party, including, without limitation, any other party to any Partnership/LLC Agreement or otherwise.
Partnership/LLC Interests. (a) Subject to Section 8.17, each Guarantor shall use commercially reasonable efforts to cause each limited liability agreement, operating agreement, membership agreement, partnership agreement or similar agreement relating to any Partnership/LLC Interests (as amended, restated, supplemented or otherwise modified from time to time, a “Partnership/LLC Agreement”) to be amended to permit each member, manager and partner that is a Guarantor to pledge all of the Partnership/LLC Interests in which such Guarantor has rights to and grant and collaterally assign to the Secured Parties a lien and security interest in its Partnership/LLC Interests in which such Guarantor has rights without any further consent, approval or action by any other party, including, without limitation, any other party to any Partnership/LLC Agreement or otherwise.
Partnership/LLC Interests. Subject to Section 7.16, each Grantor that is a party to any limited liability company agreement, operating agreement, membership agreement, partnership agreement or similar agreement relating to any Partnership/LLC Interests included in the Collateral (a “Partnership/LLC Agreement”) hereby consents (to the extent required by any applicable Partnership/LLC Agreement) to the pledge by the Grantors of their Partnership/LLC Interests hereunder as necessary so that, upon the occurrence and during the continuance of an Event of Default, the Secured Parties or their respective designees shall have the right (but not the obligation) to be substituted for the applicable Grantor as a member, manager or partner under the applicable Partnership/LLC Agreement and the Secured Parties shall have all rights, powers and benefits of such Grantor as a member, manager or partner, as applicable, under such Partnership/LLC Agreement (which for the avoidance of doubt, such rights, powers and benefits of a substituted member shall include all voting and other rights and not merely the rights of an economic interest holder).
Partnership/LLC Interests. With respect to any Stock required to be pledged hereunder in any Domestic Subsidiary that is organized as a limited liability company or limited partnership and pledged hereunder, the applicable Grantor shall either (i) cause such Stock to be represented by a certificate and the applicable Grantor shall cause the Issuer of such interests (or use commercially reasonable efforts to cause the Issuer of such interests, if such Issuer is not controlled by such Grantor) to elect to treat such interests as a “security” within the meaning of Article 8 of the Uniform Commercial Code of its jurisdiction of organization or formation, as applicable or (ii) cause the Issuer of such interests (or use commercially reasonable efforts to cause the Issuer of such interests, if such Issuer is not controlled by such Grantor) not to elect to have such interests treated as a “security” within the meaning of Article 8 of the Uniform Commercial Code of its jurisdiction of organization or formation, as applicable.
Partnership/LLC Interests. (a) Subject to Section 7.14, each limited liability agreement, operating agreement, membership agreement, partnership agreement or similar agreement relating to any Partnership/LLC Interests issued by a Domestic Subsidiary (as amended, restated, supplemented or otherwise modified from time to time, a “Partnership/LLC Agreement”) is amended by this Section 2.2 to permit each member, manager and partner that is a Grantor to pledge all of the Partnership/LLC Interests in which such Grantor has rights to and grant and collaterally assign to the Secured Parties a lien and security interest in its Partnership/LLC Interests in which such Grantor has rights without any further consent, approval or action by any other party, including, without limitation, any other party to any Partnership/LLC Agreement or otherwise.
Partnership/LLC Interests. With respect to certain LLC and Partnership Financial Interests in dispute between the Parties (as previously identified in correspondence by Pxxxxx), the Parties agree that Pxxxxx will transfer any investor LLC owned by Pxxxxx as an individual that an American Spectrum Party manages as of January 1, 2014 with the exception of the interest in Fxxxxx Investors LLC and Strongville Corp. Center Investors LLC held by Pxxxxx as an individual and Pxxxxx as a trustee (the "Withheld LLC Interests") as long as there are no loan/lender restrictions to prevent the transfer of those interests. To the extent there are restrictions, the Parties shall work together to satisfy such restrictions including, if necessary, obtaining the approval of any lender or other person. All obligations of the American Spectrum Parties for past due amounts/distributions owed to Pxxxxx arising from such interests that have not been paid as of the date of this Agreement shall also be deemed waived and/or included in the amount evidenced by the Note. Notwithstanding the foregoing, distributions respecting the Withheld LLC Interest shall be paid to Pxxxxx commencing January 2014 and the American Spectrum Parties shall retain all consent, approval and management rights respecting the same which would otherwise be vested in any New West Party. No American Spectrum Party has or ever had any interest in the project commonly referred to as Pinecrest
