Common use of Collateral Assignment Clause in Contracts

Collateral Assignment. Notwithstanding anything to the contrary in the foregoing Section 8.02 and to the extent permitted by the Act, in the event a Member pledges its Company Interest or its Units, or assigns its Company Interests or its Units for security purposes, or otherwise encumbers its Company Interest or its Units, to a Member’s lenders that provide financing to such Member (the “Lenders”), (i) such Member may physically deliver the certificate or certificates representing its Units to its Lenders; (ii) the provisions of Article X shall not apply to the admission of any such Lender as a Member upon the exercise by such Lender of any rights and remedies under any of the Member’s agreements with such Lender; (iii) such Lender shall be entitled to become a member of the Company and otherwise effect the transfer of the assigning Member’s Company Interest and Units to such Lender or such other Person as Lender may select consistent with the terms of the Member’s agreements with such Lender upon the exercise by such Lender of any rights and remedies under any of the Member’s agreements with such Lender, and such Lender or other Person may thereafter exercise all rights and other entitlements of membership in the Company pertaining thereto, in all cases without being required to comply with the provisions of Article X or to make any required Capital Contributions; and (iv) such Lenders or other Persons to whom the Company Interest or Units are transferred by Lender shall be deemed Members without further action upon the effectiveness of such transfer.

Collateral Assignment. Notwithstanding anything to the contrary in the foregoing Section 8.02 and to the extent permitted by the Act, in the event a Member pledges its Company Interest or its Units, or assigns its Company Interests or its Units for security purposes, or otherwise encumbers its Company Interest or its Units, to a Member’s lenders that provide financing to such Member (the “Lenders”), (i) such Member may physically deliver the certificate Certificate or certificates Certificates representing its Units to its Lenders; (ii) the provisions of Article X shall not apply to the admission of any such Lender as a Member upon the exercise by such Lender of any rights and remedies under any of the Member’s agreements with such Lender; (iii) such Lender shall be entitled to become a member of the Company and otherwise effect the transfer of the assigning Member’s Company Interest and Units to such Lender or such other Person as Lender may select consistent with the terms of the Member’s agreements with such Lender upon the exercise by such Lender of any rights and remedies under any of the Member’s agreements with such Lender, and such Lender or other Person may thereafter exercise all rights and other entitlements of membership in the Company pertaining thereto, in all cases without being required to comply with the provisions of Article X or to make any required Capital Contributions; and (iv) such Lenders or other Persons to whom the Company Interest or Units are transferred by Lender shall be deemed Members without further action upon the effectiveness of such transfer.

Collateral Assignment. Notwithstanding anything to the contrary in the foregoing Section 8.02 and to the extent permitted by the Act, in the event a Member pledges its Company Interest or its Units, or assigns its Company Interests or its Units for security purposes, or otherwise encumbers its Company Interest or its Units, to a Member’s lenders that provide financing to such Member (the “Lenders”), (i) such Member may physically deliver the certificate or certificates representing its Units to its Lenders; (ii) the provisions of Article X and Section 12.04(b) shall not apply to the admission of any such Lender as a Member upon the exercise by such Lender of any rights and remedies under any of the Member’s agreements with such Lender; (iii) such Lender shall be entitled to become a member of the Company and otherwise effect the transfer of the assigning Member’s Company Interest and Units to such Lender or such other Person as Lender may select consistent with the terms of the Member’s agreements with such Lender upon the exercise by such Lender of any rights and remedies under any of the Member’s agreements with such Lender, and such Lender or other Person may thereafter exercise all rights and other entitlements of membership in the Company pertaining thereto, in all cases without being required to comply with the provisions of Article X or Section 12.04(b) or to make any required Capital Contributions; and (iv) such Lenders or other Persons to whom the Company Interest or Units are transferred by Lender shall be deemed Members without further action upon the effectiveness of such transfer.