Membership Interest Collateral definition
Examples of Membership Interest Collateral in a sentence
The Security Interest shall be a first priority security interest in and to, and a lien upon and a right of set-off against all of Debtor’s right, title and interest of whatsoever kind and nature in and to, the Elysium Membership Interest Collateral.
Only upon the satisfaction by the Debtor of its obligations under the RPM Note shall the Security Interest become a valid security interest (and it shall become a first priority security interest) in and to and a lien upon and a right of set-off against all of the Debtor’s right, title and interest of whatsoever kind and nature in and to, the Ichor Membership Interest Collateral.
Pledgee shall have the right to execute any document or form, in its name or in Pledgor’s name, which may be necessary or desirable in connection with such sale of Membership Interest Collateral.
The terms of any Membership Interest Collateral (if any) expressly provide that such Membership Interest Collateral shall be governed by Article 8 of the Uniform Commercial Code as in effect in the jurisdiction of the issuer of such Membership Interest Collateral.
To the extent permitted under the Uniform Commercial Code as in effect in the State of Michigan from time to time (the “Code”) and the provisions of this Agreement, Pledgee shall have no duty with respect to the Membership Interest Collateral.
Any beneficial interest or capital stock or other securities or interests issued in respect of or in substitution for the Pledged Shares or the Pledged Beneficial Interest (or any Membership Interest Collateral (if any), as applicable) shall be issued or delivered (with any necessary endorsement) to the Security Trustee.
Neither Pledgee nor its agents shall be liable for failure to demand, collect or realize upon any of the Membership Interest Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Membership Interest Collateral upon the request of Pledgor or any other person or to take any other action whatsoever with regard to the Membership Interest Collateral or any part thereof.
If an Event of Default has occurred and is continuing, Pledgor shall not be entitled to receive or retain any dividends or distributions paid in respect of the Membership Interest Collateral, and any and all such dividends or distributions shall be forthwith delivered to the Pledgee to hold as collateral and shall, if received by Pledgor, be received in trust for delivery to the Pledgee, and be segregated from the other property or accounts of Pledgor until delivered to the Pledgee.
So long as no Event of Default (as defined in the Loan Agreements) has occurred and is continuing, Pledgor shall be entitled to receive for its own use all dividends and distributions with respect to the Membership Interest Collateral.
The proceeds of sale will be applied to the expenses of retaking, holding, preparing for disposition, processing and disposing of the Membership Interest Collateral and, to the extent not prohibited by law, reasonable attorney’s fees and legal expenses incurred by Pledgee.