Common use of Pledge to Lenders Clause in Contracts

Pledge to Lenders. Notwithstanding anything contained herein to the contrary, the Member and any other member of the Company will be permitted to pledge or hypothecate any or all of its Units, including all economic rights, control rights, membership interests, and status rights as a Member or as a member, to any lender to the Company (or any affiliate of the Company) or any agent acting on any such lender’s behalf, and any transfer of such Units pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation will be permitted under this Agreement with no further action or approval required hereunder. Notwithstanding anything contained herein to the contrary, upon a default under the financing giving rise to any pledge or hypothecation of the Units, the lender (or agent) will have the right, as set forth in the applicable pledge or hypothecation agreement, and without further approval of the Member or any other member and without becoming a Member or otherwise becoming a member, to exercise the membership voting rights of the Member or any other 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, (i) the lender (or agent) or transferee of such lender (or agent), as the case may be, will become a Member or a member (as applicable) under this Agreement and will 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 will be bound by all of the obligations, of the Member or members (as applicable) under this Agreement without taking any further action on the part of such lender (or agent) or transferee, as the case may be, and (ii) following such exercise of remedies, the pledging Member or other member will cease to be a Member or a member and will have no further rights or powers under this Agreement. The execution and delivery of this Agreement by a Member or any other member of the Company will constitute any necessary approval of such Member or other member under applicable law to the foregoing provisions of this Section. Notwithstanding anything contained herein to the contrary, each recipient of a pledge or hypothecation of a Member’s or any other member’s Units in the Company will be a third party beneficiary of the provisions of this Section and this Section may not be amended or modified so long as any of the Member’s or any other member’s membership Units or other Units in the Company is subject to a pledge or hypothecation without the pledgee’s (or the transferee of such pledgee’s) prior written consent.

Pledge to Lenders. Notwithstanding anything contained herein to the contrary, the Member and any other member of the Company will be permitted to pledge or hypothecate any or all of its Units, including all economic rights, control rights, membership interests, and status rights as a Member or as a member, to any lender to the Company (or any affiliate of the Company) or any agent acting on any such lender’s behalf, and any transfer of such Units pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation will be permitted under this Agreement with no further action or approval required hereunder. Notwithstanding anything contained herein to the contrary, upon a default under the financing giving rise to any pledge or hypothecation of the Units, the lender (or agent) will have the right, as set forth in the applicable pledge or hypothecation agreement, and without further approval of the Member or any other member and without becoming a Member or otherwise becoming a member, to exercise the membership voting rights of the Member or any other 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, (i) the lender (or agent) or transferee of such lender (or agent), as the case may be, will become a Member or a member (as applicable) under this Agreement and will 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 will be bound by all of the obligations, of the Member or members (as applicable) under this Agreement without taking any further action on the part of such lender (or agent) or transferee, as the case may be, and (ii) following such exercise of remedies, the pledging Member or other member will cease to be a Member or a member and will have no further rights or powers under this Agreement. The execution and delivery of this Agreement by a Member or any other member of the Company will constitute any necessary approval of such Member or other member under applicable law to the foregoing provisions of this SectionSection 28. Notwithstanding anything contained herein to the contrary, each recipient of a pledge or hypothecation of a Member’s or any other member’s Units in the Company will be a third party beneficiary of the provisions of this Section 28 and this Section 28 may not be amended or modified so long as any of the Member’s or any other member’s membership Units or other Units in the Company is subject to a pledge or hypothecation without the pledgee’s (or the transferee of such pledgee’s) prior written consent.