Creation of the LLC. Prior to the date of this Settlement Agreement, Ford created Ford-UAW Holdings LLC, a Delaware limited liability company, to hold the Convertible Note, the Term Note and, if so determined by Ford in its sole discretion, the TAA, and to receive interest or other income from such assets to the extent that the LLC holds the TAA. Interest on the Convertible Note and the Term Note shall be deposited in the TAA in accordance with Section 7.D of this Settlement Agreement. Subject to termination of this Settlement Agreement, the sole purpose of the LLC is to hold the Convertible Note, the Term Note and, if so determined by Ford in its sole discretion, the TAA, thereby serving as tangible evidence of the availability of assets equal to the Convertible Note, the Term Note and the TAA, to the extent applicable, that Ford agrees to pay and/or transfer on or after the Implementation Date to the New VEBA as provided in this Settlement Agreement. The LLC shall engage in no activities other than (i) holding the Convertible Note, the Term Note and, if applicable, the assets in the TAA; (ii) investing the assets in the TAA, if applicable, as provided in this Settlement Agreement, and (iii) to the extent Ford does not transfer its interests in the LLC to the New VEBA in accordance with this Settlement Agreement, transferring the Convertible Note, the Term Note and, if held by the LLC, the assets in the TAA to the New VEBA. The LLC shall not exercise any conversion rights under the Convertible Note and shall not agree to any amendments to the Convertible Note or the Term Note. Promptly after creation of the LLC, Ford shall cause the LLC to execute and deliver an instrument of accession in which it agrees to be bound by and to perform the provisions of Sections 7, 8 and 12 of this Settlement Agreement to the extent applicable to the LLC.
Creation of the LLC. Prior to the date of the 2008 Settlement Agreement, Ford created Ford-UAW Holdings LLC, a Delaware limited liability company, to hold certain debt instruments issued by Ford in connection with the 2008 Settlement Agreement and, as determined by Ford pursuant to the 2008 Settlement Agreement, the TAA, and to receive principal of, and interest and other income from such assets. Until the exchange thereof for New Note A, New Note B, and the Warrants pursuant to the Securities Exchange Agreement, interest on the Convertible Note and the Term Note shall be deposited in the TAA in accordance with Section 7.D of this Settlement Agreement. Subject to termination of this Settlement Agreement, the sole purpose of the LLC is to hold the Convertible Note, the Term Note, the TAA Note, New Note A, New Note B, the Warrants, the Payment Shares, if any, and as determined by Ford pursuant to the 2008 Settlement Agreement, the TAA, thereby serving as tangible evidence of the availability on the Implementation Date of assets equal to New Note A, New Note B, the Warrants, such Payment Shares and the TAA, that Ford agrees to pay and/or transfer on or after the Implementation Date to the New VEBA as provided in this Settlement Agreement. The LLC shall engage in no activities other than (i) holding the Convertible Note, the Term Note, the TAA Note, New Note A, New Note B, the Warrants, such Payment Shares and the assets in the TAA;
Creation of the LLC. As soon as possible, AMBC and Y2 shall cause the formation of the LLC under the name A.I.R. Filters, LLC. AMBC and Y2 covenant and agree to co-operate with each other to prepare and execute an operating agreement for the LLC as soon as practicable. In the interim, the Parties agree that: (i) AMBC and Y2 shall be the LLC's only two members; (ii) Y2 shall be the sole operating manager; (iii) AMBC shall be the sole executive and administrative manager; (iii) Y2 shall be entitled to receive fifty percent (50%) of all profit before taxes (gross revenues less cost of goods sold and all ordinary and necessary expenses of marketing, distribution and administration) generated by the LLC, thirty (30) days after the end of each calendar quarter; (iv) AMBC shall be entitled to the remaining 50%, and (v) Y2 will initially maintain exclusive operating responsibilities, and if removed from such, AMBC and Y2 will mutually agree on minimal licensed product sales, or AMBC will release Y2 from the exclusive agreement pertaining to the licensed product for this target market."
