Right to Become a Member. In addition to the remedies set forth in Section 3.6 hereof, during the existence of any Event of Default, to the extent permitted by applicable law, Lender may, by delivering written notice to any Borrower and to Pledgor, succeed, or designate one or more nominees(s) to succeed, to all right, title and interest of Pledgor (including, without limitation, the right, if any, to vote on or take any action with respect to such Borrower matters), as a member of such Borrower. Pledgor hereby irrevocably authorizes and directs each Borrower on receipt of any such notice (a) to deem and treat Lender or such nominee in all respects as a member (and not merely an assignee of a member) of such Borrower, entitled to exercise all the rights, powers and privileges (including the right to vote on or take any action with respect to company matters pursuant to the Relevant Documents, to receive all Distributions, to be credited with the members’ equity attributable to such Collateral as is pledged hereby and to have all other rights, powers and privileges appertaining to such membership interests to which Pledgor would have been entitled had Pledgor’s member interests not been transferred to Lender or such nominees(s), and (b)(i) to file an amendment to the Articles of Organization or an amended and rested articles of organization, (ii) to amend the Relevant Documents or (iii) to execute and deliver consents of members providing for the admittance of Lender as a member or such nominee(s) in place of Pledgor, all in accordance with the Acknowledgement of Pledge attached hereto as Exhibit A. Notwithstanding the foregoing, Lender agrees that it will not succeed to the legal ownership of Pledgor’s membership interests in any Borrower until such interests have been assigned to Lender by Pledgor in lieu of foreclosure or Lender shall have acquired such legal title at a foreclosure sale thereof, provided that nothing contained in this sentence shall be construed to limit or diminish all of the other rights and remedies of Lender set forth herein and in the other Loan Documents, including, but not limited to, the right to receive all Distributions and the right to exercise all Voting Rights appurtenant to the interest of Pledgor in each Borrower.
Right to Become a Member. In addition to the remedies set forth in Section 9 hereof, upon the occurrence of an Event of Default, to the extent permitted by applicable law, Lender may, by delivering written notice to Camp Hill and to Pledgor, succeed, or designate one or more nominees(s) to succeed, to all right, title and interest of Pledgor (including, without limitation, the right, if any, to vote on or take any action with respect to company matters, as a member of Camp Hill). Pledgor hereby irrevocably authorizes and directs Camp Hill on receipt of any such notice (a) to deem and treat Lender or such nominee in all respects as a member (and not merely as an assignee of a member) of Camp Hill entitled to exercise all the rights, powers and privileges (including, without limitation, the right to vote on or take any action with respect to company matters pursuant to the Camp Hill Certificate of Formation or Camp Hill Operating Agreement, to receive all Distributions, to be credited with the members equity attributable to the Pledged Collateral as is pledged hereby and to have all other rights, powers and privileges appertaining to such interests to which Pledgor would have been entitled had any such membership interest not been transferred to Lender or such nominees(s), and (b) to (i) file an amended Camp Hill Certificate of Formation and/or to amend the Camp Hill Operating Agreement, and/or (ii) execute resolutions and/or consents providing for the issuance of membership interests to Lender or such nominee(s) as a member of Camp Hill in place of Pledgor, all in accordance with the applicable Consent.
Right to Become a Member. In addition to the remedies set forth in Section 9 hereof, in the event that Secured Party or its nominee acquires title to all or any portion of the Pledged Collateral upon foreclosure, notwithstanding anything to the contrary in the Organization Documents, Secured Party or its designee shall automatically be admitted as a full member of Subsidiary and shall be entitled to receive all benefits and exercise all rights in connection therewith (provided that the Organization Documents shall be amended to state same), including, without limitation, one hundred percent (100%) of the Voting Rights, management rights, and the rights to take any other action with respect to Subsidiary matters shall be vested in Secured Party until full payment of all Obligations. Upon such foreclosure, Pledgor hereby irrevocably authorizes and directs Subsidiary to deem and treat Secured Party or its nominee in all respects as a member (and not merely an assignee of a member) of Subsidiary in such instance, entitled to exercise all the rights, powers and privileges (including, without limitation, all Voting Rights, management rights, and the rights to take any other action with respect to Subsidiary matters), to receive one hundred percent (100%) of any and all Distributions until all Obligations are paid in full, to be credited with the capital account and to have all other rights, powers and privileges appertaining to such membership interests to which Pledgor would have been entitled had Pledgor’s membership interests not been transferred to Secured Party or such nominee. Notwithstanding the foregoing, Secured Party shall have no liability for any matters in connection with such membership interest arising or occurring, directly or indirectly, prior to Secured Party’s or its designee’s becoming a member of the Subsidiary.
