Pledged LLC Interests. (a) Pledgor may cause the Company to issue any additional limited liability company interests in the Company at any time (whether or not certificated) unless such issuance is not permitted under the Common Terms Agreement and the other Finance Documents; provided, however, that such issuance shall only be permitted if the following occur: (i) provision is made for the inclusion of such interest in the Collateral (as defined hereunder or in any Additional Pledge Agreement (which Additional Pledge Agreement shall be executed and delivered to the Security Trustee by the owner (any such owner, an “Additional Pledgor”) of such additional limited liability company interests prior to the issuance thereof)), (ii) such interests are issued to Pledgor or any Additional Pledgor (or any of their respective successors and permitted assigns), (iii) all action has been taken necessary to create, in favor of the Security Trustee for the benefit of the Secured Parties, a legal, valid and enforceable Lien on and first-priority security interest (subject to Permitted Equity Liens) in such interests, and all necessary filings have been made in all necessary public offices, and all other necessary and appropriate action has been taken, so that this Agreement or the Additional Pledge Agreement, as applicable, creates a first-priority perfected Lien (except with respect to Permitted Equity Liens) on and security interest in all right, title and interest in such interests, prior and superior to all other Liens (subject to Permitted Equity Liens) and all necessary and appropriate consents to the creation, perfection and enforcement of such Liens have been obtained and (iv) the Security Trustee shall have received an opinion of counsel with respect to such interests that is substantially similar to the opinions delivered on or before the Closing Date covering the matters described in clause (iii) above. Pledgor shall not permit (i) the Company to have outstanding any subscription agreements, warrants, or options to acquire any limited liability company interests of whatever type; (ii) any limited liability company interest of the Company to be dealt in or traded on any securities exchange or in any securities market; or (iii) any limited liability company interest of the Company to be deemed an investment company security (as defined in Section 8-103(b) of the UCC). (b) Unless the Security Trustee has, pursuant to and in accordance with ARTICLE VI below, delivered to Pledgor a notice directing Pledgor to cease exercising its voting rights, Pledgor may exercise, as it deems fit, but in a manner that would not impair the Liens granted hereunder or be inconsistent with the terms of the Finance Documents, all voting, consensual and other powers and rights (to the extent applicable) with respect to the Collateral.
Appears in 2 contracts
Samples: Pledge Agreement (Cheniere Energy Inc), Pledge Agreement
Pledged LLC Interests. (a) Pledgor may cause If any Collateral shall be or become evidenced by a certificated security or if the Company Grantor shall become entitled to issue receive or shall receive any additional limited liability company interests certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Company at Equity Interests of the Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any time (whether of the Pledged LLC Interests, or not certificated) unless such issuance is not permitted under otherwise in respect thereof, the Common Terms Agreement Grantor shall accept the same as the agent of the Collateral Agent and the other Finance DocumentsSecured Parties, hold the same in trust for the Collateral Agent and the other Secured Parties, and, with respect to any certificated security, deliver the same forthwith to the Collateral Agent in the exact form received, duly indorsed by the Grantor to the Collateral Agent, together with an undated power covering such certificated security duly executed in blank by the Grantor, to be held by the Collateral Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations; provided, however, that the Grantor shall not be required to deliver any such issuance shall only be permitted if the following occur: (i) provision is made for the inclusion of such interest in certificated security to the Collateral (as defined hereunder or in any Additional Pledge Agreement (which Additional Pledge Agreement shall Agent to the extent such certificated security is required to be executed and delivered to the Security Trustee by the owner (representative for any such owner, an “Additional Pledgor”) holders of such additional limited liability company interests prior to the issuance thereof)), (ii) such interests are issued to Pledgor or any Additional Pledgor (or any of their respective successors and permitted assigns), (iii) all action has been taken necessary to create, in favor of the Security Trustee for the benefit of the Secured Parties, a legal, valid and enforceable Prior Lien on and first-priority security interest (subject to Permitted Equity Liens) in such interests, and all necessary filings have been made in all necessary public offices, and all other necessary and appropriate action has been taken, so that this Agreement or the Additional Pledge Agreement, as applicable, creates a first-priority perfected Lien (except with respect to Permitted Equity Liens) on and security interest in all right, title and interest in such interests, prior and superior to all other Liens (subject to Permitted Equity Liens) and all necessary and appropriate consents to the creation, perfection and enforcement of such Liens have been obtained and (iv) the Security Trustee shall have received an opinion of counsel with respect to such interests that is substantially similar to the opinions delivered on or before the Closing Date covering the matters described in clause (iii) above. Pledgor shall not permit (i) the Company to have outstanding any subscription agreements, warrants, or options to acquire any limited liability company interests of whatever type; (ii) any limited liability company interest of the Company to be dealt in or traded on any securities exchange or in any securities market; or (iii) any limited liability company interest of the Company to be deemed an investment company security (as defined in Section 8-103(b) of the UCC)Indebtedness.
(b) Unless Without delivery of all certificates representing any equity interests in the Security Trustee has, pursuant to and in accordance with ARTICLE VI below, delivered to Pledgor a notice directing Pledgor to cease exercising its voting rights, Pledgor may exercise, as it deems fit, but in a manner that would not impair the Liens granted hereunder or be inconsistent with the terms of the Finance Documents, all voting, consensual and other powers and rights (Issuer to the extent applicablerequired by clause (a) with respect above, the Grantor will not, and will not permit the Issuer to, amend the Issuer’s certificate of formation or operating agreement to provide that any Equity Interests in the Issuer constitute a security under Section 8-103 of the Applicable UCC or the corresponding code or statute of any other applicable jurisdiction.
(c) The Grantor shall cause the Issuer to execute and deliver on the date hereof the Issuer’s Acknowledgment and Consent in the form of Annex 1 hereto.
(d) Notwithstanding anything herein to the contrary, the Grantor shall be entitled to (i) receive, retain and dispose of, free of the Lien of this Agreement, in its absolute discretion the proceeds of all Restricted Payments and Investments received by the Grantor, and (ii) make Restricted Payments and Investments with its funds free of the Lien of this Agreement, and engage in other transactions in respect of its assets (including Collateral), in each case to the extent otherwise permissible under the Secured Indebtedness Documents, provided that (A) any distribution in respect of Collateral resulting from any Insolvency Proceeding or Liquidation shall be subject to Section 6.1(b), and (B) the proceeds of any sale or other disposition of the Equity Interests of the Issuer shall constitute Collateral hereunder.
Appears in 1 contract
Pledged LLC Interests. (a) Pledgor may cause the Company to issue any additional limited liability company interests in the Company at any time (whether or not certificated) unless such issuance is not permitted under the Common Terms Agreement and the other Finance Documents; provided, however, that such issuance shall only be permitted if the following occur: (i) provision is made for the inclusion of such interest in the Collateral (as defined hereunder or in any Additional Pledge Agreement (which Additional Pledge Agreement shall be executed and delivered to the Security Trustee by the owner (any such owner, an “Additional Pledgor”) of such additional limited liability company interests prior to the issuance thereof)), (ii) such interests are issued to Pledgor or any Additional Pledgor (or any of their respective successors and permitted assigns), (iii) all action has been taken necessary to create, in favor of the Security Trustee for the benefit of the Secured Parties, a legal, valid and enforceable Lien on and first-priority security interest (subject to Permitted Equity Liens) in such interests, and all necessary filings have been made in all necessary public offices, and all other necessary and appropriate action has been taken, so that this Agreement or the Additional Pledge Agreement, as applicable, creates a first-priority perfected Lien (except with respect to Permitted Equity Liens) on and security interest in all right, title and interest in such interests, prior and superior to all other Liens (subject to Permitted Equity Liens) and all necessary and appropriate consents to the creation, perfection and enforcement of such Liens have been obtained and (iv) the Security Trustee shall have received an opinion of counsel with respect to such interests that is substantially similar to the opinions delivered on or before the Closing Date covering the matters described in clause (iii) above. Pledgor shall not permit (i) the Company to have outstanding any subscription agreements, warrants, or options to acquire any limited liability company interests of whatever type; (ii) any limited liability company interest of the Company to be dealt in or traded on any securities exchange or in any securities market; or (iii) any limited liability company interest of the Company to be deemed an investment company security (as defined in Section 8-103(b) of the UCC).
(b) Unless the Security Trustee has, pursuant to and in accordance with ARTICLE VI below, delivered to Pledgor a notice directing Pledgor to cease exercising its voting rights, Pledgor may exercise, as it deems fit, but in a manner that would not impair the Liens granted hereunder or be inconsistent with the terms of the Finance Documents, all voting, consensual and other powers and rights (to the extent applicable) with respect to the Collateral.
Appears in 1 contract
Pledged LLC Interests. (a) Pledgor may cause If any Collateral shall be or become evidenced by a certificated security or if the Company Grantor shall become entitled to issue receive or shall receive any additional limited liability company interests certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Company at Equity Interests of the Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any time (whether of the Pledged LLC Interests, or not certificated) unless such issuance is not permitted under otherwise in respect thereof, the Common Terms Agreement Grantor shall accept the same as the agent of the Collateral Agent and the other Finance Documents; provided, however, that such issuance shall only be permitted if the following occur: (i) provision is made for the inclusion of such interest in the Collateral (as defined hereunder or in any Additional Pledge Agreement (which Additional Pledge Agreement shall be executed and delivered to the Security Trustee by the owner (any such owner, an “Additional Pledgor”) of such additional limited liability company interests prior to the issuance thereof)), (ii) such interests are issued to Pledgor or any Additional Pledgor (or any of their respective successors and permitted assigns), (iii) all action has been taken necessary to create, in favor of the Security Trustee for the benefit of the Secured Parties, a legalhold the same in trust for the Collateral Agent and the other Secured Parties, valid and enforceable Lien on and first-priority security interest (subject to Permitted Equity Liens) in such interestsand, and all necessary filings have been made in all necessary public offices, and all other necessary and appropriate action has been taken, so that this Agreement or the Additional Pledge Agreement, as applicable, creates a first-priority perfected Lien (except with respect to Permitted Equity Liens) on and any certificated security, deliver the same forthwith to the Collateral Agent in the exact form received, duly indorsed by the Grantor to the Collateral Agent, together with an undated power covering such certificated security interest duly executed in all rightblank by the Grantor, title and interest in such intereststo be held by the Collateral Agent, prior and superior to all other Liens (subject to Permitted Equity Liens) and all necessary and appropriate consents to the creationterms hereof, perfection and enforcement of such Liens have been obtained and (iv) as additional collateral security for the Security Trustee shall have received an opinion of counsel with respect to such interests that is substantially similar to the opinions delivered on or before the Closing Date covering the matters described in clause (iii) above. Pledgor shall not permit (i) the Company to have outstanding any subscription agreements, warrants, or options to acquire any limited liability company interests of whatever type; (ii) any limited liability company interest of the Company to be dealt in or traded on any securities exchange or in any securities market; or (iii) any limited liability company interest of the Company to be deemed an investment company security (as defined in Section 8-103(b) of the UCC)Secured Obligations.
(b) Unless Without delivery of all certificates representing any equity interests in the Security Trustee hasIssuer, pursuant the Grantor will not, and will not permit the Issuer to, amend the Issuer's certificate of formation or operating agreement to and provide that any Equity Interests in accordance with ARTICLE VI below, delivered to Pledgor the Issuer constitute a notice directing Pledgor to cease exercising its voting rights, Pledgor may exercise, as it deems fit, but in a manner that would not impair the Liens granted hereunder or be inconsistent with the terms security under Section 8-103 of the Finance DocumentsApplicable UCC or the corresponding code or statute of any other applicable jurisdiction.
(c) The Grantor shall cause the Issuer to execute and deliver on the date hereof the Issuer's Acknowledgment and Consent in the form of Annex 1 hereto.
(d) Notwithstanding anything herein to the contrary, the Grantor shall be entitled to (i) receive, retain and dispose of, free of the Lien of this Agreement, in its absolute discretion the proceeds of all votingRestricted Payments and Investments received by the Grantor, consensual and (ii) make Restricted Payments and Investments with its funds free of the Lien of this Agreement, and engage in other powers and rights transactions in respect of its assets (including Collateral), in each case to the extent applicableotherwise permissible under the Indenture Documents or the Pari Passu Secured Indebtedness Documents, provided that (A) with any distribution in respect of Collateral resulting from any Insolvency Proceeding or Liquidation shall be subject to Section 6.1(b), and (B) the Collateralproceeds of any sale or other disposition of the Equity Interests of the Issuer shall constitute Collateral hereunder.
Appears in 1 contract
Pledged LLC Interests. (a) Pledgor may cause the Company to issue any additional limited liability company interests in the Company at any time (whether or not certificated) unless such issuance is not permitted Unless an Event of Default under the Common Terms ABL Credit Agreement shall have occurred and be continuing (including a “Purchase and Sale Termination Event” under the Borrower Purchase Agreement) and the Collateral Agent shall have given prior notice to the US-DOCS\149536231.6 Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.2(b) (which notice shall be deemed to have been given (x) if given to the Borrower or (y) immediately upon the occurrence of an Event of Default under Section 7.1(f) of the ABL Credit Agreement), the Grantor shall be permitted to (i) receive all dividends, interest, principal or other Finance Documentspayments or distributions paid or made in respect of the Pledged LLC Interests free and clear of any security interest herein, to the extent not prohibited by the ABL Credit Agreement; provided, however, that any noncash dividends, interest, principal or other distributions that would constitute Pledged LLC Interests, whether resulting from a subdivision, combination or reclassification of the outstanding equity interests of the issuer of any Pledged LLC Interests or received in exchange for Pledged LLC Interests or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuance issuer may be a party or otherwise, shall only be permitted and become part of the Collateral, and, if received by the following occur: Grantor shall be held for the benefit of the Collateral Agent and the CA Secured Parties and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement or instrument of assignment), and (ii) exercise all voting and limited liability company or other ownership rights with respect to the Pledged LLC Interests; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would reasonably be expected to materially and adversely affect the rights inuring to a holder of any Pledged LLC Interests or the rights and remedies of the Collateral Agent or the other CA Secured Parties under this Agreement or any other Loan Document or the ability of the Collateral Agent (for the benefit of the CA Secured Parties) to exercise the same or which would violate any provision of this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing under the ABL Credit Agreement (including a “Purchase and Sale Termination Event” under the Borrower Purchase Agreement) and the Collateral Agent shall have given prior notice to the Grantor of the Collateral Agent’s intent to execute its rights pursuant to this Section 6.2(b) (which notice shall be deemed to have been given (x) if given to the Borrower or (y) immediately upon the occurrence of an Event of Default under Section 7.1(f) of the ABL Credit Agreement): (i) provision is all rights of the Grantor to receive and retain all dividends, interest, principal or other payments paid or made for in respect of the inclusion of such interest Pledged LLC Interests shall cease and shall thereupon become vested in the Collateral (as defined hereunder Agent, who shall have the sole right to receive any and all dividends, interest, principal or other payments or distributions paid in any Additional Pledge Agreement (which Additional Pledge Agreement shall be executed and delivered respect to the Security Trustee by Pledged LLC Interests included in the owner (any such owner, an “Additional Pledgor”) of such additional limited liability company interests prior Collateral and make application thereof to the issuance thereof)payment of the Secured Obligations in accordance with Section 6.4 (except to the extent of any distributions or dividends permitted to be made under the ABL Credit Agreement), (ii) all rights of the Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such interests are issued rights shall thereupon become vested in the Collateral Agent which shall thereupon have the sole right, but shall be under no obligation, to Pledgor exercise or any Additional Pledgor (or any of their respective successors refrain from exercising such voting and permitted assigns), other consensual rights and (iii) the Collateral Agent shall have the right, without notice to the Grantor, to transfer all action has been taken necessary to createor any portion of the Pledged LLC Interest in its name or the name of its nominee or agent or the name of the applicable Grantor, endorsed or assigned in blank in favor of the Security Trustee Collateral Agent, and the Grantor will, upon request, promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged LLC Interests included in the Collateral registered in the name of the Grantor. In addition, if an Event of Default has occurred and is continuing (including a “Purchase and Sale Termination Event” under the Borrower Purchase Agreement), the Collateral Agent shall have the right at any time, without notice to the Grantor, to exchange any certificates or instruments representing any Pledged LLC Interest included in the Collateral for certificates or instruments of smaller or larger denominations. In order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder if an Event of Default has occurred and is continuing under the ABL Credit Agreement (including a “Purchase and Sale Termination Event” under the Borrower Purchase Agreement), the Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all proxies, dividend payment orders and other instruments as the US-DOCS\149536231.6 Collateral Agent may from time to time reasonably request, and the Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth herein. All dividends, interest, principal or other payments or distributions received by the Grantor contrary to the provisions of this Section 6.2(b) shall be held for the benefit of the Secured PartiesCollateral Agent, a legal, valid and enforceable Lien on and first-priority security interest (subject to Permitted Equity Liens) in such interests, and all necessary filings have been made in all necessary public offices, and all other necessary and appropriate action has been taken, so that this Agreement or the Additional Pledge Agreement, as applicable, creates a first-priority perfected Lien (except with respect to Permitted Equity Liens) on and security interest in all right, title and interest in such interests, prior and superior to all other Liens (subject to Permitted Equity Liens) and all necessary and appropriate consents shall be promptly delivered to the creation, perfection and enforcement of such Liens have been obtained and Collateral Agent promptly following demand in the same form as so received (iv) with any necessary endorsement reasonably requested by the Security Trustee shall have received an opinion of counsel with respect to such interests that is substantially similar to the opinions delivered on or before the Closing Date covering the matters described in clause (iii) above. Pledgor shall not permit (i) the Company to have outstanding any subscription agreements, warrants, or options to acquire any limited liability company interests of whatever type; (ii) any limited liability company interest of the Company to be dealt in or traded on any securities exchange or in any securities market; or (iii) any limited liability company interest of the Company to be deemed an investment company security (as defined in Section 8-103(b) of the UCCCollateral Agent).
(c) Any notice given by the Collateral Agent to the Grantor under this Section 6.2 (i) shall be given in writing (which, for the avoidance of doubt, includes Electronically) and (ii) may suspend the rights of the Grantor under paragraph (a) or (b) Unless of this Section 6.2 in part without suspending all such rights (as specified by the Security Trustee hasCollateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing (including a “Purchase and Sale Termination Event” under the Borrower Purchase Agreement).
(d) The Grantor hereby authorizes and instructs the Borrower, pursuant to and in accordance with ARTICLE VI below, delivered to Pledgor a notice directing Pledgor to cease exercising its voting rights, Pledgor may exercise, capacity as it deems fit, but in a manner that would not impair the Liens granted hereunder or be inconsistent with the terms issuer of the Finance DocumentsPledged LLC Interests to (i) comply with any instruction received by it from the Collateral Agent in writing that states that an Event of Default has occurred and is continuing under the ABL Credit Agreement (including a “Purchase and Sale Termination Event” under the Borrower Purchase Agreement), all votingwithout any other or further instructions from the Grantor, consensual and (ii) unless otherwise expressly permitted hereby, pay any dividends or other powers and rights (to the extent applicable) payments with respect to the CollateralPledged LLC Interests directly to the Collateral Agent.
Appears in 1 contract
