Disposition of Membership Interest. Section 10.1 The Member’s Membership Interest is transferable either voluntarily or by operation of law. The Member may dispose of all or a portion of the Member’s Membership Interest: (a) Upon the Transfer of the Member’s entire Membership Interest, other than a Transfer as a pledge or security interest, the Member shall cease to be a Member and shall have no further rights or obligations under this Agreement, except that the Member shall have the right to such information as may be necessary for the computation of the Member’s tax liability, if any. Notwithstanding any provision of the Act to the contrary, upon Transfer of the Member’s entire Membership Interest, other than a Transfer as pledge or security interest, the transferee in such shall, without further action, other than completion of Transfer documents, become a Substitute Member and obtain all rights appurtenant to a Membership Interest. The admission of an assignee member as a Member shall be conditioned upon the assignee’s written acceptance and adoption of all of the terms and provisions of this Agreement. (b) Upon the Transfer of a portion, but not all, of the Member’s Membership Interest, other than a Transfer as a pledge or security interest, the transferee shall become an additional member. In such case, this Agreement and all other relevant documents, including the Articles of Organization, shall be amended to reflect the change in the number of members. (c) Upon the Transfer of all or any portion of the Member’s Membership Interest (referred to in this Section 10.1(c) as “Collateral”) as a pledge or security interest, (i) the purchaser(s) of all or any portion of such Collateral at foreclosure of such pledge or security interest, and/or (ii) the transferee(s) or assignee(s) of all or any portion of such Collateral in lieu of foreclosure of such pledge or security interest, shall become member(s) of the Company without any requirement of the consent of the Member to such purchaser(s), transferee(s) or assignee(s) becoming member(s) of the Company and without any other or further action (other than the completion of any applicable Transfer documents), and the Member shall cease to be a Member and shall have no further rights or obligations under this Agreement, except that the Member hall have the right to such information as shall be necessary for the computation of the Member’s tax liability, if any. If, as a result of such foreclosure or such transfer in lieu of foreclosure, there is more than one member of the Company, this Agreement and all other relevant documents, including the Certificate of Formation, shall be amended to reflect such change in the number of members of the Company. (d) Upon the Transfer of all or any portion of the Member’s Interest as a pledge or transfer, the Member and/or the pledgee of such pledge or the secured party to which such security interest is granted shall provide written notice to the Company (in care of the Manager) of such Transfer. Each such shall identify the applicable pledgee or secured party and set forth its address for purposes of consents and other matters described in this Agreement that pertain to such Transfer or to the applicable pledgee or secured party. From the date the Company receives any such notice until the date the Company receives that such pledge or security interest has been released by applicable pledgee or secured party, the Company shall be bound by such notice for such purposes.
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Sources: Operating Agreement (ReFinance America, LTD), Operating Agreement (ReFinance America, LTD)
Disposition of Membership Interest. Section 10.1 The Member’s Membership Interest is transferable either voluntarily or by operation of law. The Member may dispose of all or a portion of the Member’s Membership Interest:
(a) Upon the Transfer of the Member’s entire Membership Interest, other than a Transfer as a pledge or security interest, the Member shall cease to be a Member and shall have no further rights or obligations under this Agreement, except that the Member shall have the right to such information as may be necessary for the computation of the Member’s tax liability, if any. Notwithstanding any provision of the Act to the contrary, upon Transfer of the Member’s entire Membership Interest, other than a Transfer as pledge or security interest, the transferee in such shall, without further action, other than completion of Transfer documents, become a Substitute Member and obtain all rights appurtenant to a Membership Interest. The admission of an assignee member as a Member shall be conditioned upon the assignee’s written acceptance and adoption of all of the terms and provisions of this Agreement.
(b) Upon the Transfer of a portion, but not all, of the Member’s Membership Interest, other than a Transfer as a pledge or security interest, the transferee shall become an additional member. In such case, this Agreement and all other relevant documents, including the Articles of Organization, shall be amended to reflect the change in the number of members.
(c) Upon the Transfer of all or any portion of the Member’s Membership Interest (referred to in this Section 10.1(c) as “Collateral”) as a pledge or security interest, (i) the purchaser(s) of all or any portion of such Collateral at foreclosure of such pledge or security interest, and/or (ii) the transferee(s) or assignee(s) of all or any portion of such Collateral in lieu of foreclosure of such pledge or security interest, shall become member(s) of the Company without any requirement of the consent of the Member to such purchaser(s), transferee(s) or assignee(s) becoming member(s) of the Company and without any other or further action (other than the completion of any applicable Transfer documents), and the Member shall cease to be a Member and shall have no further rights or obligations under this Agreement, except that the Member hall have the right to such information as shall be necessary for the computation of the Member’s tax liability, if any. If, as a result of such foreclosure or such transfer in lieu of foreclosure, there is more than one member of the Company, this Agreement and all other relevant documents, including the Certificate of Formation, shall be amended to reflect such change in the number of members of the Company.
(d) Upon the Transfer of all or any portion of the Member’s Interest as a pledge or transfer, the Member and/or the pledgee of such pledge or the secured party to which such security interest is granted shall provide written notice to the Company (in care of the Manager) of such Transfer. Each such shall identify the applicable pledgee or secured party and set forth its address for purposes of consents and other matters described in this Agreement that pertain to such Transfer or to the applicable pledgee or secured party. From the date the Company receives any such notice until the date the Company receives that such pledge or security interest has been released by applicable pledgee or secured party, the Company shall be bound by such notice for such purposes.”
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