Pledge of Membership Interests. Any provision to the contrary contained in this Agreement, the Certificate or any agreement to which the Company is a party or otherwise bound notwithstanding, the Membership Interests issued hereunder or covered hereby and all associated rights and powers may be pledged or assigned to any lender or lenders (or an agent therefor) as collateral for the indebtedness, liabilities and obligations of the Company and/or any of its subsidiaries or affiliates to such lender or lenders, and any such pledged or assigned membership interests and all associated rights and powers shall be subject to such lender’s or lenders’ rights under any collateral documentation governing or pertaining to such pledge or assignment. The pledge or assignment of such Membership Interests shall not, except as otherwise may result due to an exercise of rights and remedies under such collateral documentation, cause any member to cease to be a member or to have the power to exercise any rights or powers of a member and, except as provided in such collateral documentation, such lender or lenders shall not have any liability solely as a result of such pledge or assignment. Without limiting the generality of the foregoing, the right of such lender or lenders (or an agent therefor) to enforce and exercise their rights and remedies under such collateral documentation hereby is acknowledged by the Member and any such action taken in accordance therewith shall be valid and effective for all purposes under this Agreement and the Certificate (in each case, regardless of any restrictions or procedures otherwise herein or therein contained) and applicable law (including the Delaware Limited Liability Company Act), and any assignment, sale or other disposition of the Membership Interests by such lender or lenders (or an agent therefor) pursuant to any such collateral documentation in connection with the exercise of any such lender’s or lenders’ rights and powers shall be valid and effective for all purposes, including, without limitation, under Sections 18-702 and 18-704 of the Delaware Act, this Agreement, the Certificate and other applicable law, to transfer all right, title and interest (and rights and powers) of the applicable member to itself or themselves, any other lender or any other person or entity, including a nominee, an agent or a purchaser at a foreclosure (each an “Assignee”) in accordance with such collateral documentation and applicable law (including, without limitation, the rights ...
Pledge of Membership Interests. Notwithstanding any other provision of this Agreement: (i) each of the Members may pledge, without the consent of the Manager or any other Person, its Membership Interest to Laurus Master Fund, Ltd. and its permitted successors and assigns (“Laurus”) pursuant to the terms of any security agreement between either Member and Laurus; (ii) Laurus shall have the rights of a secured party to retain, sell or transfer the Membership Interests so pledged; and (iii) in the event of any enforcement of the pledge and/or the foreclosure upon or other disposition of the Membership Interests, Laurus (or its nominee, successor, transferee or assignee) shall be immediately, automatically and unconditionally admitted as a Member of the Company.
Pledge of Membership Interests. Any provision to the contrary contained in the Agreement notwithstanding, the Membership Interests may be pledged to any lender or lenders as collateral for the indebtedness, liabilities or obligations of the Company to such lender or lenders, and any such pledged Membership Interests shall be subject to such lender’s or lenders’ rights under any collateral documentation governing or pertaining to such pledge. The pledge of such Membership Interests shall not cause the Class A Member to cease to be the Class A Member or to cease to have the power to exercise any rights or powers of the Class A Member.
Pledge of Membership Interests. To secure, among other things, the payment and performance of the obligations of the Company to The Chase Manhattan Bank as issuing bank and as administrative agent and collateral agent ("Chase") for itself and certain other financial institutions (the "Lenders") from time to time party to that certain Credit Agreement which is to be entered into and dated as of June 30, 1998 among Chase, the Lenders, the Company and American Commercial Lines Holdings LLC (as amended from time to time, the "Credit Agreement"), the Member will pledge 100% of its Membership Interests in the Company to Chase, for the benefit of itself and the Lenders. Said pledge is hereby authorized by the Member and the Company. The books and records of the Company shall be marked to reflect the pledge of the Membership Interests to Chase, for the benefit of itself and the Lenders. For so long as any Loans (as defined in the Credit Agreement) remain outstanding, no Membership Interest or any rights relating thereto will be transferred or further encumbered and no new Members will be admitted without the written consent of Chase and, if the Company is advised by Chase that an event of default has occurred under the Credit Agreement, the Company will comply with the provisions of the Pledge Agreement (as defined in the Credit Agreement) which is to be entered into and dated as of June 30,
Pledge of Membership Interests. (a) Notwithstanding anything in this Agreement to the contrary, the Member shall have the right to pledge and grant a security interest in its Membership Interest as security for financing or other obligations of the Company.
(b) Pursuant to Delaware Uniform Commercial Code §8-103(c), all Membership Interests in the Company shall be considered securities governed by Article 8 of the Delaware Uniform Commercial Code. [Signature Page Follows]
Pledge of Membership Interests. Except as relates to any pledge of Membership Interests required by any financing by the Company, no Member may pledge, mortgage, hypothecate, assign as security, create a security interest in or charge against or other encumbrance of all or any part of its Membership Interest, whether directly or indirectly, voluntarily or involuntarily or by operation of law.
Pledge of Membership Interests. Except as relates to any pledge of Membership Interests required by any financing by Member Newco or any collateral assignment of a Member's rights to receive distributions in respect of such Member's Membership Interest, no Member may pledge, mortgage, hypothecate, assign as security, create a security interest in or charge against or other encumbrance of all or any part of its Membership Interest, whether directly or indirectly, voluntarily or involuntarily or by operation of law. Notwithstanding the foregoing, no Member shall be obligated to pledge its Membership Interests in connection with any such financing. Failure of a Member to agree to pledge its Membership Interests in connection with any such financing shall not constitute an Impasse, and Section 16.04 shall not apply to such failure. The JG Members and CBL Member agree that each of them will, upon request of a lender to Member Newco or the Company, collaterally assign for the benefit of the lender, their respective rights to receive distributions in respect of their Membership Interests.
Pledge of Membership Interests. At the request of the Management Committee, each Member agrees to pledge its Membership Interest to secure any Indebtedness of the Company that is permitted under this Agreement, on terms determined by the Management Committee, so long as all Members are required to pledge their Membership Interests and the terms of the pledge do not impose any personal liability on any Member. In negotiating the terms of any such pledge, the Management Committee will require that the secured party agree to enforce its rights against the Membership Interests of the Members proportionately (based on the Percentage Interest of each Member). If the secured party under any such pledge enforces its rights against the Membership Interests of the Members other than proportionately, the Members will afford each other such rights of contribution and indemnity as are necessary to cause all liabilities, losses, and damages suffered by the Members as a result of the exercise by the secured party of its rights under such pledge to be borne by the Members proportionately.
Pledge of Membership Interests. Any provision to the contrary contained in this Agreement, the Articles or any agreement to which the Company, the Policy Committee or the Manager is a party or otherwise bound notwithstanding, the Membership Interests (for purposes hereof, Membership Interests shall be deemed to be inclusive of “membership interests” and “transferable interests” under the California Revised Uniform Limited Liability Company Act) issued hereunder or covered hereby and all associated rights and powers may be pledged or assigned to any lender or lenders (or an agent therefor) as collateral for the indebtedness, liabilities and obligations of the Company and/or any of its subsidiaries or affiliates to such lender or lenders, and any such pledged or assigned membership interests and all associated rights and powers shall be subject to such lender’s or lenders’ rights under any collateral documentation governing or pertaining to such pledge or assignment. This Paragraph 2.15 shall not be amended or otherwise modified without the prior written consent of the lenders (or any representative thereof) to which the Membership Interests have been pledged as collateral.
B. The following paragraph is hereby added to the Operating Agreement as a new Paragraph 2.16.
Pledge of Membership Interests. Debtor shall pledge its membership interest in all Guarantors as further security for the debt.
