Hypothecation clause samples

(i) Notwithstanding anything contained herein to the contrary, the Member shall be permitted to pledge or hypothecate any or all of its membership interest and percentage ownership of the Company, including all economic rights, control rights and status rights as Member, to any lender to the Company or any affiliate of the Company or to any agent acting on such lender’s behalf, and any permitted transfer of such membership interest and percentage ownership pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder. Notwithstanding anything contained herein to the contrary, subject to the terms of the financing giving rise to any pledge or hypothecation of the Member’s membership interest and percentage ownership, the lender (or agent) shall have the right, to the extent set forth in the applicable pledge or hypothecation agreement, and without further approval of the Member and without becoming a member or replacing the Member (unless such lender (or agent) elects to become a member or replace the Member), to exercise the membership voting rights of the Member granting such pledge or hypothecation. Notwithstanding anything contained herein to the contrary, and without complying with any other procedures set forth in this Agreement, upon the exercise of remedies in connection with a pledge or hypothecation, to the extent set forth in the applicable pledge or hypothecation agreement (i)the lender (or agent) or transferee of such lender (or agent), as the case may be, shall, if it so elects, become the Member under this Agreement and shall succeed to all of the rights and powers, including the right to participate in the management of the business and affairs of the Company, and shall be bound by all of the obligations, of the Member under this Agreement without taking any further action (except as may be required by the Act) on the part of such lender (or agent) or transferee, as the case may be, and (ii)following such exercise of remedies, the Member shall cease to be a member and shall have no further rights or powers under this Agreement. The execution and delivery of this Agreement by the Member shall constitute any necessary approval of the Member under the Act to the foregoing provisions of this Section16.(j).

(i) Notwithstanding anything contained herein to the contrary, the Member shall be permitted to pledge or hypothecate any or all of its membership interest and percentage ownership of the Company, including all economic rights, control rights and status rights as Member, to any lender to the Company or any affiliate of the Company or to any agent acting on such lender’s behalf, and any permitted transfer of such membership interest and percentage ownership pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder. Notwithstanding anything contained herein to the contrary, subject to the terms of the financing giving rise to any pledge or hypothecation of the Member’s membership interest and percentage ownership, the lender (or agent) shall have the right, to the extent set forth in the applicable pledge or hypothecation agreement, and without further approval of the Member and without becoming a member or replacing the Member (unless such lender (or agent) elects to become a member or replace the Member), to exercise the membership voting rights of the Member granting such pledge or hypothecation. Notwithstanding anything contained herein to the contrary, and without complying with any other procedures set forth in this Agreement, upon the exercise of remedies in connection with a pledge or hypothecation, to the extent set forth in the applicable pledge or hypothecation agreement (i)the lender (or agent) or transferee of such lender (or agent), as the case may be, shall, if it so elects, become the Member under this Agreement and shall succeed to all of the rights and powers, including the right to participate in the management of the business and affairs of the Company, and shall be bound by all of the obligations, of the Member under this Agreement without taking any further action (except as may be required by the Act) on the part of such lender (or agent) or transferee, as the case may be, and (ii)following such exercise of remedies, the Member shall cease to be a member and shall have no further rights or powers under this Agreement. The execution and delivery of this Agreement by the Member shall constitute any necessary approval of the Member under the Act to the foregoing provisions of this Section16.j.