Common use of Pledge Provisions Clause in Contracts

Pledge Provisions. The following provisions apply to any Collateral consisting of debt or equity interests, including, without limitation, stock or other investment property (collectively, "Pledged Collateral"): (a) Any certificates or instruments representing or evidencing the Pledged Collateral shall be delivered to and held by or on behalf of the Bank pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignments in blank, all in form and substance satisfactory to the Bank. The Bank shall have the right, at any time in the Bank's discretion and without notice to the Borrower, to transfer to or to register in the name of the Bank or any of the Bank's nominees any or all of the Pledged Collateral, and to place any or all of the Pledged Collateral, whether or not certificated, in any securities account in the name of the Bank as sole entitlement holder thereof, in each case subject only to the revocable rights specified in subsection (b) below. (b) So long as no Event of Default exists, the Borrower shall be entitled to exercise any and all voting, managerial and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement, the Credit Agreement or any of the other Loan Documents. (c) So long as an Event of Default exists, all rights of the Borrower to exercise the voting, managerial and other consensual rights which the Borrower would otherwise be entitled to exercise pursuant to subsection (b) above shall cease, and all such rights shall become and be vested in the Bank who shall have the sole right to exercise such voting and other consensual rights. (d) The Borrower agrees that it will pledge and deliver hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional debt or equity interests of the issuer of any of the Pledged Collateral. All such additional debt or equity interests shall constitute Pledged Collateral hereunder and shall secure the Obligations. (e) The Bank shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in the Bank's possession if the Pledged Collateral is accorded treatment substantially equal to that which the Bank accords the Bank's own property, it being understood that the Bank shall not have any responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders, or other matters relative to any Pledged Collateral, whether or not the Bank has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (f) With respect to any of the Pledged Collateral that consists of securities not registered under the securities laws of the United States or any state, the Borrower agrees that, in connection with any foreclosure sale or other disposition of such securities, it shall be commercially reasonable for the Bank to sell such securities to a buyer who will represent that the buyer is purchasing solely for investment and not with a view to the resale or distribution of such securities, or in such other manner as counsel for the Bank may require to comply with applicable securities laws.

Pledge Provisions. The following provisions apply to any Collateral consisting of debt or equity interests, including, without limitation, stock or limited liability company interests, stock, securities and other investment property (collectively, "“Pledged Collateral"”): (a) Any certificates or instruments representing or evidencing the Pledged Collateral shall be delivered to and held by or on behalf of the Bank pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignments in blank, all in form and substance satisfactory to the Bank. The Bank shall have the right, at any time in the Bank's ’s discretion and without notice to the BorrowerBorrowers, to transfer to or to register in the name of the Bank or any of the Bank's ’s nominees any or all of the Pledged Collateral, and to place any or all of the Pledged Collateral, whether or not certificated, in any securities account in the name of the Bank as sole entitlement holder thereof, in each case subject only to the revocable rights specified in subsection (b) below. (b) So long as no Event of Default exists, the each Borrower shall be entitled to exercise any and all voting, managerial voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement, the Credit Agreement or any of the other Loan Credit Documents. (c) So long as an Event of Default exists, all rights of the a Borrower to exercise the voting, managerial voting and other consensual rights which the such Borrower would otherwise be entitled to exercise pursuant to subsection (b) above shall cease, and all such rights shall become and be vested in the Bank who shall have the sole right to exercise such voting and other consensual rights. (d) The Each Borrower agrees that it will pledge and deliver hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional debt or equity interests of the issuer of any of the Pledged Collateral. All such additional debt or equity interests shall constitute Pledged Collateral hereunder and shall secure the Obligations. (e) The Bank shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in the Bank's ’s possession if the Pledged Collateral is accorded treatment substantially equal to that which the Bank accords the Bank's ’s own property, it being understood that the Bank shall not have any responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders, or other matters relative to any Pledged Collateral, whether or not the Bank has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (f) With respect to any of the Pledged Collateral that consists of securities not registered under the securities laws of the United States or any state, the each Borrower agrees that, in connection with any foreclosure sale or other disposition of such securities, it shall be commercially reasonable for the Bank to sell such securities to a buyer who will represent that the buyer is purchasing solely for investment and not with a view to the resale or distribution of such securities, or in such other manner as counsel for the Bank may require to comply with applicable securities laws. In connection with the foregoing pledge provisions, LMCS, as the issuer of equity interests held by LMC, and LMC, as the sole holder of any equity interests of LMCS, hereby consent to the provisions of this Agreement, including, without limitation, the grant of a security interest in LMCS’ equity interests held by LMC and all proceeds thereof, and agree that, notwithstanding anything to the contrary in LMCS’ certificate of formation, operating agreement or any other agreement, (i) so long as an Event of Default exists, the Bank shall have the sole right, should it so elect, to exercise the voting and other rights with respect to such pledged equity interests as described in clause (c) above, (ii) if an Event of Default exists, the Bank may foreclose or otherwise realize on such pledged equity interests and any buyer of such equity interests, whether at foreclosure or otherwise, shall have full voting and membership rights with respect to such pledged equity interests, (iii) none of LMCS’ equity interests presently constitute a “security” for purposes of Article 8 of the Uniform Commercial Code as in effect in any applicable jurisdiction, and so long as any Obligations are outstanding or the Bank has any duty to extend credit to any Borrower, LMCS shall not take any action to “opt-in” to, or to otherwise have any of its equity interests treated as a “security” under, Article 8 of the Uniform Commercial Code, as in effect in any applicable jurisdiction, and (iv) if the Bank obtains a judgment against LMC or a charge or similar judgment lien against any equity interests of LMCS, the Bank, as the holder of such judgment, charge or similar judgment lien, shall have full voting and other membership rights with respect to LMCS’ equity interests.