Common use of Pledge of Interests Clause in Contracts

Pledge of Interests. Each Borrower hereby pledges, assigns and grants to Bank a security interest in all membership and other Equity Interests which are part of the Collateral, including without limitation such Borrower’s membership or other equity interests in its Subsidiaries (collectively, the “Interests”), together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. Each Borrower represents and warrants that no Interests are certificated as of the Third Amendment Date. At such time that any Interests become certificated, the certificate or certificates for the Interests shall be promptly (and in any event within five (5) Business Days) delivered to Bank, accompanied by an instrument of assignment in form satisfactory to Bank duly executed in blank by Borrower, and Borrower shall reflect the pledge of such certificates in the applicable books and records of the entities whose ownership interests are part of the Interests, and any transfer agent, to reflect the pledge of the Shares. Upon the occurrence of an Event of Default, Bank may effect the transfer of the Interests into the name of Bank and cause the Interests to be issued in the name of Bank or its transferee. Borrowers will execute and deliver such documents, and take or cause to be taken such actions, as Bank may reasonably request to perfect or continue the perfection of Bank’s security interest in the Interests. Unless an Event of Default shall have occurred and be continuing, Borrowers shall be entitled to exercise any rights with respect to the Interests and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default. No Interests are held in a brokerage or similar securities account.

Pledge of Interests. Each Borrower hereby pledgesNotwithstanding anything to the contrary contained in this Agreement, assigns until the Obligations have been satisfied in full and grants the Commitments have been terminated, each of the Partners acknowledge, authorize, consent and agree to Bank the following: (a) A pledge of, a grant of a security interest in and a grant of a Lien upon all membership and other Equity Interests which are part of the Collateralinterests of the Partnership described in (i), including without limitation such Borrower’s membership or (ii), and (iii) below, in favor of SunTrust and Ableco, respectively, to secure, among other equity interests in its Subsidiaries things, the payment and performance of the Obligations, the SunTrust Pledges and the Ableco Pledges (collectively, the “Pledged Interests”)): (i) all interests, together with including, without limitation, limited partnership interests, in the Partnership held by the Limited Partner; (ii) all proceeds and substitutions thereofinterests, all cashincluding, stock and other moneys and property paid thereonwithout limitation, all rights to subscribe for securities declared or granted in connection therewithgeneral partnership interests, and held by the General Partner; and (iii) all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. Each Borrower represents and warrants that no Interests are certificated as of the Third Amendment Date. At such time that any Interests become certificated, the certificate or certificates for the Interests shall be promptly (and in any event within five (5) Business Days) delivered to Bank, accompanied by an instrument of assignment in form satisfactory to Bank duly executed in blank by Borrower, and Borrower shall reflect the pledge of such certificates interests in the applicable Partnership held by any other Person from time to time. (b) The Partnership’s books and records of the entities whose ownership interests are part of the Interests, and any transfer agent, shall be marked to reflect the pledge pledges of, grants of security interests in and Liens upon the Pledged Interests in favor of SunTrust and Ableco, respectively. (c) No Pledged Interest or any rights related thereto shall be further encumbered, sold, assigned, or otherwise transferred by any Partner or the Partnership without the prior written consent of SunTrust and Ableco. (d) The Partners and the Partnership, as applicable, shall comply with all provisions of the Shares. Upon SunTrust Pledges (including, without limitation, the covenants set forth in Sections 6 and 7 of the Shareholder Pledge and Section 5 of the Credit Party Pledge), the Ableco Pledges (including, without limitation, the covenants set forth in Section 6 thereof) and the other Loan Documents. (e) If the Partners or the Partnership are advised by SunTrust or Ableco that an Event of Default has occurred under either the Credit Agreement or the Financing Agreement, as the case may be, the Partners and the Partnership shall comply with all of the provisions of the SunTrust Pledges (including, without limitation, SunTrust’s rights upon the occurrence of an Event of Default, Bank may effect the transfer as set forth in Sections 1, 8 and 13 of the Interests into the name of Bank Shareholder Pledge and cause the Interests to be issued in the name of Bank or its transferee. Borrowers will execute Sections 1, 6 and deliver such documents, and take or cause to be taken such actions, as Bank may reasonably request to perfect or continue the perfection of Bank’s security interest in the Interests. Unless an Event of Default shall have occurred and be continuing, Borrowers shall be entitled to exercise any rights with respect to the Interests and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any 11 of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such Credit Party Pledge), the Ableco Pledges (including, without limitation, Ableco’s rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default, as set forth in Section 9 thereof) and the other Loan Documents. No further action shall be necessary or required on the part of the Partnership or any Partner to permit either SunTrust or Ableco or their respective designees to be admitted as a Partner of the Partnership and to otherwise exercise such rights, including, without limitation, SunTrust’s right to request, after the occurrence and during the continuation of an Event of Default, that Pledged Interests are held subject to the SunTrust Pledges be registered in SunTrust’s name or in the name of its nominees, which registration shall not be subject to the restrictions on transfer set forth in ARTICLE XII hereof. (f) No exercise by Ableco or SunTrust of either of their respective rights under the Credit Agreement, the Financing Agreement, the SunTrust Pledges, the Ableco Pledges or the other Loan Documents shall constitute a brokerage violation of, or similar securities accountbe prohibited by, this Agreement, notwithstanding any provision contained herein to the contrary. (g) Notwithstanding anything to the contrary set forth in Section 16.1 or elsewhere in this Agreement, the General Partner shall amend and/or modify this Agreement if SunTrust or Ableco reasonably requests in writing (with a copy to the nonrequesting party) that the General Partner amend and/or modify this Agreement to ensure to SunTrust and/or Ableco: (i) the benefits of the SunTrust Pledges and the Ableco Pledges, respectively, and the Liens upon and security interests in the Pledged Interests; and (ii) the ability to exercise and enforce their respective rights and remedies pursuant to the SunTrust Pledges, the Ableco Pledges and the other Loan Documents, provided that any such amendment shall require the consent of both SunTrust and Ableco.

Pledge of Interests. Each Borrower (a) To secure the due and prompt payment and ------------------- performance of the Obligations (as defined in the Credit Agreement), each Pledgor hereby pledges, assigns and assigns, grants to Bank a continuing security interest in all membership and other Equity Interests which are part lien on, and delivers to the Agent for the benefit of the CollateralBanks and the Agent all right, including without limitation such Borrower’s membership title and interest of the Pledgor, whether now existing or other equity interests in its Subsidiaries hereafter arising in, to and under each Trust, (collectively, the “"Pledged Interests”"), together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared receive any distributions or granted payments due or to become due to such Pledgor in connection therewith, respect of its Pledged Interests under the terms of each Trust's governing documents and all other cash and noncash proceeds economic benefits of the foregoingsuch Pledgor's interest in each Trust, as security whether cash, property or otherwise, at any time owing or payable to such Pledgor on account of its interest in each Trust. The Certificates for the performance of the Obligations. Each Borrower represents and warrants that no Interests are certificated as of the Third Amendment Date. At such time that any Interests become certificated, the certificate or certificates for the Interests shall be promptly (and in any event within five (5) Business Days) delivered to Bank, interests accompanied by an instrument appropriate instruments of assignment in form satisfactory to Bank thereof duly executed in blank by the applicable Pledgor, have been delivered to the Agent. This pledge and security interest is for collateral purposes only, and the Agent shall not, by virtue of this Agreement, or its receipt of any distributions or other amounts from any Trust, be deemed to have assumed or become liable for any obligation of any Trust or Pledgor. (b) In case any Pledgor shall acquire any additional interests of any Trust or in other trusts which facilitate securitizations of receivables by the Borrower, whether by purchase, dividend, distribution of capital or otherwise, such Pledgor shall forthwith deliver to and Borrower shall reflect the pledge of such certificates in the applicable books and records of the entities whose ownership interests are part of the Interests, and any transfer agent, to reflect the pledge of the Shares. Upon the occurrence of an Event of Default, Bank may effect the transfer of the Interests into the name of Bank and cause the Interests to be issued in the name of Bank or its transferee. Borrowers will execute and deliver such documents, and take or cause to be taken such actions, as Bank may reasonably request to perfect or continue the perfection of Bank’s security interest in the Interests. Unless an Event of Default shall have occurred and be continuing, Borrowers shall be entitled to exercise any rights with respect other securities to the Interests and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of Agent under this Agreement or which would constitute or create and shall deliver to the Agent forthwith any violation certificates therefor, accompanied by appropriate instruments of any of assignment duly executed by such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default. No Interests are held Pledgor in a brokerage or similar securities accountblank.

Pledge of Interests. Each Borrower hereby pledges, assigns and grants to Bank a security interest in all membership and other Equity Interests which are part of the Collateral, including without limitation such Borrower’s membership or other equity interests in its Subsidiaries (collectively, the “Interests”), together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. Each Borrower represents and warrants that no Interests are certificated as of On or prior to the Third Amendment Closing Date. At such time that any Interests become certificated, the certificate or certificates for the Interests shall will be promptly (and in any event within five (5) Business Days) delivered to Bank, accompanied by an instrument of assignment in form satisfactory to Bank duly executed in blank by such Borrower, and such Borrower shall reflect the pledge of such certificates in the applicable books and records of the entities whose ownership interests are part of the Interests, and any transfer agent, to reflect the pledge of the Shares. Upon the occurrence of an Event of Default, Bank may effect the transfer of the Interests into the name of Bank and cause the Interests to be issued in the name of Bank or its transferee. Borrowers will execute and deliver such documents, and take or cause to be taken such actions, as Bank may reasonably request to perfect or continue the perfection of Bank’s security interest in the Interests. Unless an Event of Default shall have occurred and be continuing, Borrowers shall be entitled to exercise any rights with respect to the Interests and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default. No The Interests are not held in a brokerage or similar securities account.

Pledge of Interests. Each Borrower hereby pledges, assigns and grants to Bank a security interest in all membership and other Equity Interests which are part of the Collateral, including without limitation such Borrower’s membership or other equity interests in its Subsidiaries (collectively, the “Interests”), together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. Each Borrower represents and warrants that no Interests are certificated as of the Third Fourth Amendment Date. At such time that any Interests become certificated, the certificate or certificates for the Interests shall be promptly (and in any event within five (5) Business Days) delivered to Bank, accompanied by an instrument of assignment in form satisfactory to Bank duly executed in blank by Borrower, and Borrower shall reflect the pledge of such certificates in the applicable books and records of the entities whose ownership interests are part of the Interests, and any transfer agent, to reflect the pledge of the Shares. Upon the occurrence of an Event of Default, Bank may effect the transfer of the Interests into the name of Bank and cause the Interests to be issued in the name of Bank or its transferee. Borrowers will execute and deliver such documents, and take or cause to be taken such actions, as Bank may reasonably request to perfect or continue the perfection of Bank’s security interest in the Interests. Unless an Event of Default shall have occurred and be continuing, Borrowers shall be entitled to exercise any rights with respect to the Interests and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default. No Interests are held in a brokerage or similar securities account. 2.4. Section 5.15 (Excluded PCs). Section 5.15 of the Agreement is amended to read as follows:

Pledge of Interests. Each Borrower hereby pledgesNotwithstanding any other provisions in this Agreement, assigns the Majority Member shall be entitled to pledge its Membership Interests to, and grants to Bank a otherwise g▇▇▇▇ ▇ ▇▇▇▇ and security interest in, its Membership Interests (and all rights with respect thereto and all proceeds thereof) and/or all of its right, title and/or interest under this Agreement and the Delaware Act in all membership and other Equity Interests which are part favor of the CollateralCompany’s or the Company’s subsidiaries’ lenders (or an agent on behalf of such lenders) without any further consents, approvals and/or actions required by such lenders (or agent), the Company’s members, the Company, and/or any other Person under this Agreement or otherwise. So long as any such pledge of, or security interest in, the Membership Interests is in effect, no consent of the Company and/or any Member and/or any managing member, manager or board of managers shall be required to permit a pledgee thereof or any purchaser (including a purchaser by foreclosure) of the Membership Interests from such pledgee to be admitted as a substitute member for such under this Agreement upon the exercise of such pledgee’s rights with respect to such Membership Interests, and such substituted member shall have all rights and powers as the pledging Member under this Agreement, including, without limitation, all voting, governance and consensual rights under this Agreement (or under applicable law). The pledgee shall also have, anything contained in this Agreement to the contrary notwithstanding, the right to exercise such other rights and remedies as are set forth in the applicable pledge agreement (including without limitation such Borrowerthe right, during the existence of an event of default, to vote the pledged Member’s membership interests and to otherwise participate in the management or governance of the business and affairs of the Company and to exercise the rights and powers of a member) or applicable law. To the fullest extent permitted by law, including Section 18-1101(c) of the Delaware Act, and notwithstanding any other provision of this Agreement or in any agreement contemplated herein or applicable provisions of law or equity interests in its Subsidiaries (collectivelyor otherwise, the “Interests”)parties hereto hereby agree that upon the exercise of the pledgee of its rights under this Section 4.09, together neither the pledgee nor any manager or officer of the Company appointed by the pledgee shall owe any fiduciary duty to any Member or the Company; provided, however, that the foregoing shall not eliminate the duty to comply with all proceeds the implied contractual covenant of good faith and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds fair dealing. Without limiting the generality of the foregoing, as security for the performance of the Obligations. Each Borrower represents and warrants that no Interests are certificated as of the Third Amendment Date. At such time that any Interests become certificated, the certificate or certificates for the Interests shall be promptly (and in any event within five (5) Business Days) delivered to Bank, accompanied by an instrument of assignment in form satisfactory to Bank duly executed in blank by Borrower, and Borrower shall reflect the pledge of such certificates in the applicable books and records of the entities whose ownership interests are part of the Interests, and any transfer agent, to reflect the pledge of the Shares. Upon the occurrence of an Event of Default, Bank may effect the transfer of the Interests into pledged interest pursuant to a foreclosure pursuant to the name of Bank and cause the Interests to be issued in the name of Bank or its transferee. Borrowers will execute and deliver such documents, and take or cause to be taken such actions, as Bank may reasonably request to perfect or continue the perfection of Bank’s security interest in the Interests. Unless an Event of Default shall have occurred and be continuing, Borrowers applicable pledge agreement shall be entitled to exercise any rights with respect to the Interests and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with limited by any of the terms of this Agreement or which would constitute conditions imposed by any or create any violation other transfer restrictions herein. So long as any pledge of any Membership Interests is in effect, this provision shall inure to the benefit of such terms. All pledgee and its successors, assigns and/or designated agents, as an intended third-party beneficiary, and no amendment, modification or waiver of, or consent with respect to this provision shall in any event be effective without the prior written consent of such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default. No Interests are held in a brokerage or similar securities accountpledgee.

Pledge of Interests. Each Borrower hereby pledges(a) Subject to paragraph (b) below, assigns Lender and grants Participant shall each have the right to Bank pledge (a security “Loan Pledge”) its interest in all membership the Junior Mezz Loan to any entity which has extended a credit facility to such party and other Equity Interests which are part of the Collateral, including without limitation such Borrower’s membership or other equity interests in its Subsidiaries that is an Eligible Assignee (collectively, the a “InterestsLoan Pledgee”), together on the terms and conditions set forth in this Section 14. The party who is pledging its interest (the “Loan Pledgor”) shall provide written notice to the other party prior to the effective date of the Loan Pledge which shall identify the Loan Pledgee. Any Loan Pledge which does not comply with all proceeds the requirements of this Section 14 shall be void ab initio. Upon written notice by Participant to Lender that a Loan Pledge has been effected by Participant, ▇▇▇▇▇▇ agrees to acknowledge receipt of such notice and substitutions thereofthereafter agrees: (a) to give Loan Pledgee written notice of any default by Participant under this Agreement of which default Lender has actual knowledge; (b) that no amendment, all cashmodification, stock waiver or termination of this Agreement shall be effective against Loan Pledgee without the written consent of Loan Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; (c) that Lender shall give to Loan Pledgee copies of any default notice relating to a default by Participant under this Agreement simultaneously with the giving of same to the Participant and other moneys accept any cure thereof by Loan Pledgee made in accordance with the provisions of this Agreement as if such cure were made by the Participant; and property paid thereon(d) that, all rights upon written notice (a “Redirection Notice”) to subscribe for securities declared Lender by Loan Pledgee that Participant is in default, beyond applicable cure periods, under Participant’s obligations to Loan Pledgee pursuant to the applicable credit agreement between Participant and Loan Pledgee (which notice need not be joined in or granted in connection therewithconfirmed by Participant), and until such Redirection Notice is withdrawn or rescinded by Loan Pledgee, Lender shall remit to Loan Pledgee and not to Participant, any payments that Lender would otherwise be obligated to pay to Participant from time to time pursuant to this Agreement or any other agreement between Lender and Participant that relates to the Junior Mezz Loan. Participant hereby unconditionally and absolutely releases Lender from any liability to Participant on account of Lender’s compliance with any Redirection Notice believed by Lender to have been delivered by Loan Pledgee. Loan Pledgee shall be permitted to fully exercise its rights and remedies against Loan Pledgor, and realize on any and all other cash collateral granted by Loan Pledgor to Loan Pledgee (and noncash proceeds accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law, provided such Loan Pledgee is an Eligible Assignee and otherwise complies with the terms of the foregoingIntercreditor Agreements. In the event Participant is the Loan Pledgor, Lender shall recognize Loan Pledgee (and any transferee which is also an Eligible Assignee at any foreclosure or similar sale held by Loan Pledgee or any transfer in lieu of such foreclosure), and its successors and assigns who qualify as an Eligible Assignee, as security for the performance successor to Participant’s rights, remedies and obligations under this Agreement and any such Loan Pledgee or Eligible Assignee shall assume in writing the obligations of the ObligationsParticipant hereunder accruing from and after such transfer and agrees to be bound by the terms and provisions hereof. Each Borrower represents In the event Lender is the Loan Pledgor, Participant shall recognize Loan Pledgee (and warrants that no Interests are certificated any transferee which is also an Eligible Assignee at any foreclosure or similar sale held by Loan Pledgee or any transfer in lieu of such foreclosure), and its successors and assigns who qualify as an Eligible Assignee, as the successor to Lender’s rights, remedies and obligations under this Agreement and any such Loan Pledgee or Eligible Assignee shall assume in writing the obligations of the Third Amendment Date. At Lender hereunder accruing from and after such time that any Interests become certificated, the certificate or certificates for the Interests shall be promptly (transfer and in any event within five (5) Business Days) delivered to Bank, accompanied by an instrument of assignment in form satisfactory to Bank duly executed in blank by Borrower, and Borrower shall reflect the pledge of such certificates in the applicable books and records of the entities whose ownership interests are part of the Interests, and any transfer agent, to reflect the pledge of the Shares. Upon the occurrence of an Event of Default, Bank may effect the transfer of the Interests into the name of Bank and cause the Interests agrees to be issued in bound by the name terms and provisions hereof. The rights of Bank Loan Pledgee under this Section 14 shall remain effective unless and until Loan Pledgee shall have notified the Lender or its transferee. Borrowers will execute and deliver such documents, and take or cause to be taken such actionsParticipant, as Bank may reasonably request to perfect or continue the perfection of Bank’s security applicable, in writing that its interest in the Interests. Unless an Event of Default other party’s interest in the Junior Mezz Loan has terminated. (b) The pledge documentation evidencing such pledge shall have occurred contain a release mechanism pursuant to which the Loan Pledgee agrees that it shall release any and be continuing, Borrowers shall be entitled to exercise any rights with respect all lien and claim to the Interests and pledged interest in the Junior Mezz Loan upon payment to give consents, waivers and ratifications such Loan Pledgee of an amount equal to the Sale Price payable in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any the event of the terms effectuation of the right of first offer or tag-along procedures set forth in Section 13 of this Agreement or which would constitute or create any violation of any of such termsAgreement. All such rights The Loan Pledgor shall deliver evidence reasonably satisfactory to vote the other party hereunder that the Loan Pledgee is an Eligible Assignee and give consents, waivers and ratifications shall terminate upon that the occurrence and continuance of an Event of Default. No Interests are held in pledge documentation provides for a brokerage or similar securities accountrelease mechanism as required pursuant to the preceding sentence.