Common use of Pledge of Membership Interests Clause in Contracts

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 and powers to participate in the management of the business and the business affairs of the Company, to vote as a “member”, to amend and restate this Agreement, to access information and review the Company’s books and records, to compel dissolution, to share profits and losses, to receive, cause and declare distributions, and to receive allocation of income, gain, loss, deduction, credit or similar items, and all other economic, control and “member status” rights) and such Assignee shall automatically (without further requirements) be a member of the Company with all rights and powers of a member and as a “member” under the Act. No such assignment, sale or other disposition shall constitute an event of dissolution or withdrawal under Section 13 or any other provision hereunder or otherwise. Further, no lender or any such Assignee shall be liable for the obligations of any member assignor to make contributions. The Member shall approve all of the foregoing and agree that no further approval, consent, notice or other action shall be required for the exercise of any rights or remedies under such collateral documentation (except as may be expressly provided in such collateral documentation).

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 Agreement notwithstanding, the Membership Interests limited liability company 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 LLC and/or any of its subsidiaries or affiliates to such lender or lenders, and any such pledged or assigned membership limited liability company 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 assignmentpledge. The pledge or assignment of such Membership Interests limited liability company interests shall not, except as otherwise may result due to an exercise of rights and remedies under provided in such collateral documentation, cause any member the Member to cease to be a member Member or to have the power to exercise any rights or powers of a member 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 assignmentpledge. 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 limited liability company 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, Act and this Agreement, the Certificate and other applicable law, to transfer all right, title and interest (and rights and powers) of the applicable member Member hereunder 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, in accordance with such collateral documentation and applicable law, the rights and powers to participate in the management of the business and the business affairs of the Company, to vote as a “member”, to amend and restate this Agreement, to access information and review the Company’s books and records, to compel dissolutionLLC, to share profits and losses, to receive, cause and declare distributions, receive distributions and to receive allocation of income, gain, loss, deduction, credit or similar items, and all other economic, control and “member status” rightsitem) and such Assignee shall automatically (without further requirements) be a member Member of the Company LLC with all rights and powers of a member and as a “member” under the ActMember. No such assignment, sale or other disposition Such assignment shall not constitute an event of dissolution or withdrawal under Section 13 or any other provision hereunder or otherwiseArticle VI hereunder. Further, no lender or any such Assignee shall be liable for the obligations of any member the Member assignor to make contributions. The Member shall approve approves all of the foregoing and agree agrees that no further approval, consent, notice or other action approval shall be required for the exercise of any rights or remedies under such collateral documentation (except as may be expressly provided in such collateral documentation).

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 each 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 and powers to participate in the management of the business and the business affairs of the Company, to vote as a “member”, to amend and restate this Agreement, to access information and review the Company’s books and records, to compel dissolution, to share profits and losses, to receive, cause and declare distributions, and to receive allocation of income, gain, loss, deduction, credit or similar items, and all other economic, control and “member status” rights) and such Assignee shall automatically (without further requirements) be a member of the Company with all rights and powers of a member and as a “member” under the Act. No such assignment, sale or other disposition shall constitute an event of dissolution or withdrawal under Section 13 or any other provision hereunder or otherwise. Further, no lender or any such Assignee shall be liable for the obligations of any member assignor to make contributions. The Each Member shall approve all of the foregoing and agree that no further approval, consent, notice or other action shall be required for the exercise of any rights or remedies under such collateral documentation (except as may be expressly provided in such collateral documentation).

Pledge of Membership Interests. Any provision to The pledge of any of the contrary contained Member's membership interests 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 provided in the loan documents underlying such collateral documentationpledge (the “Loan Documents”), cause any member the Member to cease to be a member of the Company or to have the power to exercise any rights or powers of a member and, except as provided in such collateral documentationLoan Documents, such lender or lenders the secured party under the Loan Documents (the “Secured Party”) shall not have any liability solely as a result of such pledge or assignmentpledge. Without limiting the generality of the foregoing, the right of such lender or lenders (or an agent therefor) a Secured Party to enforce and exercise their its rights and remedies under such collateral documentation the Loan Documents hereby is acknowledged by the Member acknowledged, and any such action taken in accordance therewith shall be valid and effective for all purposes under this Agreement and Agreement, subject to the Certificate (in each case, regardless terms of any restrictions or procedures otherwise herein or therein contained) the Loan Documents and applicable law (including the Delaware Limited Liability Company Act), and any law. Any assignment, sale or other disposition of the Membership Interests membership interests in the Company by such lender or lenders (or an agent therefor) a Secured Party pursuant to any such collateral documentation Loan Documents in connection with the exercise of any such lenderSecured Party’s or lenders’ rights and powers thereunder 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 Member hereunder to itself or themselvesthe Secured Party, any other lender pursuant to the Loan Documents 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 the Loan Documents and applicable law (including, without limitation, the rights and powers to (i) participate in the management of the business and the business affairs of the Company, to vote as a “member”, to amend and restate this Agreement, to access information and review the Company’s books and records, to compel dissolution, to (ii) share profits and losses, to receive, cause and declare (iii) receive distributions, and to (iv) receive allocation allocations of income, gain, loss, deduction, credit or similar items), and all other economic, control and “member status” rights) and such Assignee shall automatically (without further requirements) be a member of the Company Company, with all rights and powers of a member, and the Member shall cease to be a member and as a “member” under of the ActCompany. No such assignment, sale or other disposition shall constitute an event of dissolution or withdrawal under Section 13 or any other provision hereunder or otherwise. FurtherFurthermore, no lender pursuant to the Loan Documents or any such Assignee shall be liable for the obligations of any member assignor the Member to make contributionscontributions of capital to the Company. The Member shall approve Member, which is the sole member of the Company, approves all of the foregoing foregoing, and agree the Member agrees that no further approval, consent, notice or other action approval shall be required for the exercise of any rights or remedies under such collateral documentation (except as may be expressly provided in such collateral documentation), subject to the terms of the Loan Documents and applicable law.

Pledge of Membership Interests. Any provision to the contrary contained The pledge of any membership interests in this Agreement, the Certificate or any agreement to which the Company is a party or otherwise bound notwithstanding, by 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 Managing Member shall not, except as otherwise may result due to an exercise of rights and remedies under provided in the loan documents underlying such collateral documentationpledge (the “Loan Documents”), cause any member the Managing Member to cease to be a member or to cease to have the power to exercise any rights or powers of a member as Managing Member and, except as provided in such collateral documentationLoan Documents, such lender or lenders the secured party under the Loan Documents (the “Secured Party”) shall not have any liability solely as a result of such pledge or assignmentpledge. Without limiting the generality of the foregoing, the right of such lender or lenders (or an agent therefor) Secured Party to enforce and exercise their its rights and remedies under such collateral documentation Loan Documents 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 Agreement. Any assignment, sale or other disposition of the Membership Interests membership interests in the Company by such lender or lenders (or an agent therefor) Secured Party pursuant to any such collateral documentation Loan Documents in connection with the exercise of any such lenderSecured Party’s or lenders’ rights and powers thereunder shall be valid and effective for all purposes, including, without limitation, under Sections Section 18-702 and 18-704 of the Delaware Act, Limited Liability Company Act and this Agreement, the Certificate and other applicable law, to transfer all right, title and interest (and rights and powers) of the applicable member Managing Member hereunder to itself or themselvesitself, 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 Loan Documents and applicable law (including, without limitation, the rights and powers to participate in the management of the business and the business affairs of the Company, to vote as a “member”, to amend and restate this Agreement, to access information and review the Company’s books and records, to compel dissolution, to share profits and losses, to receive, cause and declare distributions, receive distributions and to receive allocation allocations of income, gain, loss, deduction, credit or similar items), and all other economic, control and “member status” rights) and such Assignee shall automatically (without further requirements) be a member of the Company with all rights and powers of a member and as the Managing Member shall cease to be a “member” under the Act. No such assignment, sale or other disposition shall constitute an event of dissolution or withdrawal under Section 13 or any other provision hereunder or otherwise. Further, no lender or any such Assignee shall be liable for the obligations of any member the Managing Member assignor to make contributions. The Managing Member, which is the sole Managing Member shall approve of the Company, approves all of the foregoing and agree the Managing Member agrees that no further approval, consent, notice or other action approval shall be required for the exercise of any rights or remedies under such collateral documentation (except as may be expressly provided in such collateral documentation).”

Pledge of Membership Interests. Any provision to the contrary contained in this Agreement, the Certificate Articles 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 Articles (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 Articles 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 and powers to participate in the management of the business and the business affairs of the Company, to vote as a “member”, to amend and restate this Agreement, to access information and review the Company’s books and records, to compel dissolution, to share profits and losses, to receive, cause and declare distributions, and to receive allocation of income, gain, loss, deduction, credit or similar items, and all other economic, control and “member status” rights) and such Assignee shall automatically (without further requirements) be a member of the Company with all rights and powers of a member and as a “member” under the Act. No such assignment, sale or other disposition shall constitute an event of dissolution or withdrawal under Section 13 or any other provision hereunder or otherwise. Further, no lender or any such Assignee shall be liable for the obligations of any member assignor to make contributions. The Member shall approve all of the foregoing and agree that no further approval, consent, notice or other action shall be required for the exercise of any rights or remedies under such collateral documentation (except as may be expressly provided in such collateral documentation).

Pledge of Membership Interests. Any provision As collateral security for the performance and payment in full of the Secured Obligations, the Pledgor hereby expressly and unconditionally grants to the contrary contained in this AgreementCredit Support Provider, a continuing first priority security interest in, and lien on, and pledges and assigns to the Certificate or any agreement to which the Company is a party or otherwise bound notwithstandingCredit Support Provider, 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 of the Pledgor in and to all or a portion (and rights and powersas applicable) of the applicable member to itself limited liability company membership interests or themselvesother units of equity ownership of every class of ACRC, any other lender or any other person or entityas more fully described on Exhibit A hereto, 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, (i) all payments or distributions, whether in each case, of property or otherwise, at any time owing or payable to the Pledgor on account of its interest as a member in ACRC, (ii) all of the Pledgor’s rights and powers interests under its operating agreement, including all voting and management rights and all rights to participate in the management grant or withhold consents or approvals, (iii) all rights of the business access and the business affairs inspection to and use of the Company, to vote as a “member”, to amend and restate this Agreement, to access information and review the Company’s all books and records, to compel dissolutionincluding computer software and computer software programs, to share profits and lossesof ACRC, to receive, cause and declare distributions, and to receive allocation of income, gain, loss, deduction, credit or similar items, and (iv) all other economicrights, control and “member status” rights) and such Assignee shall automatically (without further requirements) interests, property or claims to which the Pledgor may be entitled in its capacity as a member of the Company with ACRC and (v) all rights Proceeds, income from and powers of a member increases in and as a “member” under the Act. No such assignment, sale or other disposition shall constitute an event of dissolution or withdrawal under Section 13 or any other provision hereunder or otherwise. Further, no lender or any such Assignee shall be liable for the obligations products of any member assignor to make contributions. The Member shall approve all of the foregoing (collectively, the “Pledged Membership Interests”), to be held by the Credit Support Provider subject to the terms and agree conditions hereinafter set forth. The certificates for such Pledged Membership Interests, to the extent that no further approvalsuch interests are represented by certificates, consent, notice accompanied by transfer powers or other action appropriate instruments of assignment thereof duly executed in blank by the Pledgor, have been delivered to the Credit Support Provider. The Pledgor represents and warrants that, (A) none of the limited liability company membership interests issued by ACRC is a security governed by Article 8 of the Delaware Uniform Commercial Code and (B) in the event any limited liability company membership interests are securities governed by Article 8 of the Delaware Uniform Commercial Code, then (I) if such securities are certificated, then such securities shall be required for delivered to the exercise Credit Support Provider, together with transfer powers or other appropriate instruments of any rights or remedies under assignment thereof duly executed in blank by the Pledgor and (II) if such collateral documentation (except as may be expressly provided in securities are not certificated, then the Pledgor shall cause ACRC to enter into an agreement providing the Credit Support Provider control of such collateral documentation)Uncertificated Securities.