Common use of Encumbrances of Membership Interest Clause in Contracts

Encumbrances of Membership Interest. A Member may not Encumber its Membership Interest in a Series, except by complying with one of the following paragraphs: (i) (A) such Member must receive the consent of [***] with respect to such Series (calculated without reference to the Sharing Ratio of any Founding Member of such Series that is the Encumbering Member), which consent (as contemplated by Section 6.02(f)(ii)) may be granted or withheld in the Sole Discretion of each applicable Representative; and (B) the instrument creating such Encumbrance must provide that any foreclosure of such Encumbrance (or Disposition in lieu of such foreclosure) must comply with the requirements of Sections 3.03(a) and (b); or (ii) such Encumbrance is required by the terms of a Financing Commitment.

Encumbrances of Membership Interest. A Member may not Encumber its Membership Interest in a SeriesInterest, except by complying with one of the following paragraphs: (i) (A) such Member must receive the consent of [***] with respect to such Series of the non-Encumbering Founding Members (calculated without reference to the Sharing Ratio of any Founding Member of such Series that is the Encumbering Founding Member), which consent (as contemplated by Section 6.02(f)(ii)) may be granted or withheld in the Sole Discretion of each applicable Representativesuch other Member; and (B) the instrument creating such Encumbrance must provide that any foreclosure of such Encumbrance (or Disposition in lieu of such foreclosure) must comply with the requirements of Sections 3.03(a) and (b); or (ii) such Encumbrance is required by the terms of a Financing Commitment.

Encumbrances of Membership Interest. A Member may not Encumber its Membership Interest in a SeriesInterest, except by complying with one of the two following paragraphs: (i) (A) such Member must receive the consent of [***] with respect to such Series a Majority Interest of the non-Encumbering Members (calculated without reference to the Sharing Ratio of any Founding Member of such Series that is the Encumbering Member), which consent (as contemplated by Section 6.02(f)(ii)) may be granted or withheld in the Sole Discretion of each applicable Representativesuch other Member; and (B) the instrument creating such Encumbrance must provide that any foreclosure of such Encumbrance (or Disposition in lieu of such foreclosure) must comply with the requirements of Sections 3.03(a) and (b); or (ii) such Encumbrance is required by the terms of a Financing Commitment.

Encumbrances of Membership Interest. A Member may not Encumber its Membership Interest in a SeriesInterest, except by complying with one of the two following paragraphs: (i) (A) such Member must receive the consent of [***] with respect to such Series of the non-Encumbering Founding Members (calculated without reference to the Sharing Ratio of any Founding Member of such Series that is the Encumbering Founding Member), which consent (as contemplated by Section 6.02(f)(ii)) may be granted or withheld in the Sole Discretion of each applicable Representativesuch other Member; and (B) the instrument creating such Encumbrance must provide that any foreclosure of such Encumbrance (or Disposition in lieu of such foreclosure) must comply with the requirements of Sections 3.03(a) and (b); or (ii) such Encumbrance is required by the terms of a Financing Commitment.

Encumbrances of Membership Interest. A Member may not Encumber its Membership Interest in a Series, except by complying with one of the two following paragraphs: (i) (A) such Member must receive the consent of [***] with respect to such Series of the non-Encumbering Founding Members (calculated without reference to the Sharing Ratio of any the Encumbering Founding Member of in such Series that is the Encumbering MemberSeries), which consent (as contemplated by Section 6.02(f)(ii)) may be granted or withheld in the Sole Discretion of each applicable Representativesuch other Member; and (B) the instrument creating such Encumbrance must provide that any foreclosure of such Encumbrance (or Disposition in lieu of such foreclosure) must comply with the requirements of Sections 3.03(a) and (b); or (ii) such Encumbrance is required by the terms of a Financing Commitment[***].

Encumbrances of Membership Interest. A Member may not Encumber its Membership Interest in a Series, except by complying with one of the two following paragraphs: (i) (A) such Member must receive the consent of [***] with respect to such Series of the non-Encumbering Founding Members (calculated without reference to the Sharing Ratio of any the Encumbering Founding Member of in such Series that is the Encumbering MemberSeries), which consent (as contemplated by Section 6.02(f)(ii)) may be granted or withheld in the Sole Discretion of each applicable Representativesuch other Member; and (B) the instrument creating such Encumbrance must provide that any foreclosure of such Encumbrance (or Disposition in lieu of such foreclosure) must comply with the requirements of Sections 3.03(a) and (b); or (ii) such Encumbrance is required by the terms of a Financing Commitment.