Common use of Pledged LLC Interests Clause in Contracts

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).

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 such issuance shall only be permitted if any noncash dividends, interest, principal or other distributions that would constitute Pledged LLC Interests, whether resulting from a subdivision, combination or reclassification of the following occur: (i) provision is made outstanding equity interests of the issuer of any Pledged LLC Interests or received in exchange for the inclusion of such interest in the Collateral (as defined hereunder Pledged LLC Interests or any part thereof, or in redemption thereof, or as a result of any Additional Pledge Agreement (merger, consolidation, acquisition or other exchange of assets to which Additional Pledge Agreement such issuer may be a party or otherwise, shall be executed and delivered to become part of the Security Trustee Collateral, and, if received 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 Grantor shall be held for the benefit of the Collateral Agent and the CA Secured Parties, a legal, valid Parties and enforceable Lien on and first-priority security interest shall be forthwith delivered to the Collateral Agent in the same form as so received (subject to Permitted Equity Liens) in such interestswith any necessary endorsement or instrument of assignment), and (ii) exercise all necessary filings have been made in all necessary public officesvoting 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 all 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 necessary and appropriate action has been taken, so that CA Secured Parties under this Agreement or any other Loan Document 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 ability of the Company to be dealt in or traded on any securities exchange or in any securities market; or Collateral Agent (iii) any limited liability company interest for the benefit of the Company CA Secured Parties) to be deemed an investment company security (as defined in Section 8-103(b) exercise the same or which would violate any provision of the UCC)this Agreement or any other Loan Document.