The Membership Interest Pledge Agreement serves as a crucial document in secured transactions where LLC membership interests are used as collateral. This agreement is commonly used when members seek financing and need to provide security to lenders, or in complex business transactions requiring collateral support. The document must comply with U.S. federal and state laws, including UCC Article 9 and applicable securities regulations. It typically includes detailed provisions about the pledge arrangement, representations and warranties, voting rights, distributions, and enforcement mechanisms. The agreement is particularly important in protecting the pledgee's interests while preserving the pledgor's ability to maintain normal business operations until a default occurs.
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1. Parties: Identification of pledgor and pledgee
2. Background: Context of the pledge arrangement and underlying obligations
3. Definitions: Key terms used throughout the agreement
4. Pledge and Security Interest: Core provisions establishing the pledge of membership interests
5. Representations and Warranties: Pledgor's statements regarding ownership and authority
6. Covenants: Ongoing obligations of the pledgor
7. Default and Remedies: Events of default and pledgee's rights upon default
8. Governing Law: Choice of law and jurisdiction
1. Voting Rights: Provisions regarding exercise of voting rights prior to default
2. Distributions: Treatment of distributions on pledged interests
3. Tax Provisions: Special tax treatment considerations
4. Registration Rights: Rights regarding registration of pledged interests
1. Description of Pledged Interests: Detailed description of membership interests being pledged
2. Form of Transfer Power: Template for transferring interests upon default
3. Operating Agreement Excerpts: Relevant portions of LLC operating agreement affecting pledge
4. UCC Filing Information: Details required for UCC-1 financing statement
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