Pledges of Membership Interests. (a) As of the date on which the Loan is paid off or such other date on which the restrictions on transfer of membership interests in the Company become inapplicable (the “Pledge Date”), each Member shall execute and deliver to the other Member a certain Pledge Agreement (the “Pledge Agreement”) and related documents pursuant to which each Member grants to the other Member a lien upon and a continuing interest in its membership interest in the Company and such other rights pledged under the Pledge Agreement (collectively, the “Indemnity Collateral”) as security for the indemnity obligations of the Non-Managing Member under Section 4.3(A), on the one hand, and as security for the indemnity obligations of the Managing Member under Section 4.3(B), on the other hand. Any transfer by a Member of its membership interest subsequent to the Pledge Date shall be subject to the lien and security interest granted hereby until and unless such lien and security interest is released by the applicable Member.
Pledges of Membership Interests. To secure certain obligations of Spectrum (including the performance of the obligations under the Promissory Note), Spectrum shall pledge its full Membership Interest to CTI pursuant to the terms and conditions of Spectrum Pledge Agreement, in the form attached hereto as Exhibit K-1 (the “Spectrum Pledge Agreement”). To secure certain obligations of CTI, CTI shall pledge its full Membership Interest to Spectrum pursuant to the terms and conditions of the CTI Pledge Agreement, in the form attached hereto as Exhibit K-2 (the “CTI Pledge Agreement”).
Pledges of Membership Interests. (i) Notwithstanding any other provision in this Agreement, including, without limitation, the other provisions of this Article 12, a Member shall be entitled to grant a Permitted Lien over its Membership Interests in favor of, any lender or lenders (or agent on behalf of such lender or lenders) pursuant to a bona fide financing transaction.
Pledges of Membership Interests. No Member shall pledge or otherwise encumber such Member's Membership Interest, unless a Supermajority in Interest shall consent in writing to such pledge or encumbrance, which consent may be granted or withheld in each Member's sole and absolute discretion. Any purported pledge of or other encumbrance on a Membership Interest which is not in compliance with this Agreement shall be null and void and of no force or effect whatsoever.
Pledges of Membership Interests. Notwithstanding anything contained in this Agreement to the contrary, the Member shall be permitted to pledge, hypothecate or mortgage any or all of its Membership Interests to any lender or any agent acting on such lenders’ behalf as collateral security for obligations of the Member and/or its affiliates pursuant to any financing agreement, note, pledge agreement or security agreement and consents to the exercise by such lender (or agent) under any such agreement of any of such lender’s (or agent’s) rights and remedies under such pledge or security agreement with no further action or approval required under this Agreement. No such lender (or agent) shall be liable for the obligations of the Member to make contributions to the Company. Notwithstanding anything contained herein to the contrary, the lender (or agent) shall have the right, as set forth in the applicable financing agreement, note, pledge agreement or security agreement, and without further approval of the Member, any manager or the Company and without becoming a Member, to exercise the membership voting rights of the Member granting such pledge, hypothecation or mortgage. Notwithstanding anything contained herein to the contrary, and without complying with any other requirements or procedures set forth in this Agreement, subject to the terms set forth in the applicable financing agreement, note, pledge agreement or security agreement, the lender (or agent) or transferee of such lender (or agent), as the case may be, shall have the right to become a Member under this Agreement and shall succeed to all of the economic, management and voting rights and powers (including, without limitation, the rights to participate in the management, to replace, appoint, direct, and substitute any of the managers or Officers of the Company, to share profits and losses, to receive, cause and declare distributions (liquidating or otherwise), and to receive allocations of income, gain, loss, deduction, credit or similar item) of the Member transferor under this Agreement without further approval of the Member, any manager or the Company, and the Member transferor shall automatically cease to be a Member and shall have no further rights or powers under this Agreement. No such pledge, hypothecation, mortgage, or transfer shall constitute an event of dissolution under any provision hereunder or otherwise. The provisions of this Section 5.2 shall be binding upon and inure to the benefit of such lender (or agent) or tra...
