Common use of Restrictions on Hypothecation Clause in Contracts

Restrictions on Hypothecation. A Member may pledge its Class A Units to a third party lender with the consent of the Board, which will be provided within ten Business Days from such time as the Board has received a written request therefor so long as the Member requesting the consent has provided to the Company documentation satisfactory to the Board that the proposed lender has agreed to notify the Company of any default that may result in the lender becoming the owner of, or selling or otherwise disposing of, such Class A Units and has further agreed to allow the Company to purchase the Class A Units for an amount not to exceed the amount equal to the lesser of (a) the fair market value of the pledged Class A Units and (b) the indebtedness secured by such lender’s lien on the pledged Class A Units. In the event the Company exercises its right hereunder to purchase the Class A Units from the lender upon a default by the Member, such member shall lose any right it may have to designate directors, if applicable. A Member may not pledge its Class B Units. Notwithstanding the foregoing, the Members are permitted to pledge their Units to the lenders under any credit facilities of the Partnership and any renewals, refinancings or replacements thereof.

Restrictions on Hypothecation. A Member may pledge its Class A Units Membership Interest to a third party lender with the consent of the Board, which will be provided within ten Business Days from such time as the Board has received a written request therefor so long as the Member requesting the consent has provided to the Company documentation satisfactory to the Board that the proposed lender has agreed to notify the Company of any default that may result in the lender becoming the owner of, or selling or otherwise disposing of, such Class A Units Membership Interest and has further agreed to allow the Company to purchase the Class A Units Membership Interest for an amount not to exceed the amount equal to the lesser of (a) the fair market value of the pledged Class A Units Membership Interest and (b) the indebtedness secured by such lender’s lien on the pledged Class A UnitsMembership Interest. In the event the Company exercises its right hereunder to purchase the Class A Units Membership Interest from the lender upon a default by the Member, such member shall lose any right it may have to designate directors, if applicable. A Member may not pledge its Class B UnitsMembership Interest (other than pursuant to the terms of the Purchase Agreement and the Escrow Agreement (as defined in the Purchase Agreement). Notwithstanding the foregoing, the Members are permitted to pledge their Units Membership Interests to the lenders under any credit facilities of the Partnership and any renewals, refinancings or replacements thereof.

Restrictions on Hypothecation. A Member may pledge its Class A Units to a third party lender with the consent of the Board, which will be provided within ten Business Days from such time as the Board has received a written request therefor so long as the Member requesting the consent has provided to the Company documentation satisfactory to the Board that the proposed lender has agreed to notify the Company of any default that may result in the lender becoming the owner of, or selling or otherwise disposing of, such Class A Units and has further agreed to allow the Company to purchase the Class A Units for an amount not to exceed the amount equal to the lesser of (a) the fair market value of the pledged Class A Units and (b) the indebtedness secured by such lender’s lien on the pledged Class A Units. In the event the Company exercises its right hereunder to purchase the Class A Units from the lender upon a default by the Member, such member Member shall lose any right it may have to designate directors, if applicable. A Member may not pledge its Class B Units, except that a holder of Warrant Exercised Units may pledge its Class B Units to the extent provided in the definition of Permitted Transfers. Notwithstanding the foregoing, the Members are permitted to pledge their Units to the lenders under any credit facilities of the Partnership and any renewals, refinancings or replacements thereof.