Common use of LLC Collateral Clause in Contracts

LLC Collateral. (1) The Company will cause the LLC Collateral to constitute at all times 100% of the aggregate ownership and membership interests of each LLC Issuer then outstanding. (2) So long as no Event of Default shall have occurred and be continuing, the Company shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the LLC Collateral for all purposes not inconsistent with the terms of this Agreement, the Credit Agreement, the Notes or any other instrument or agreement referred to herein or therein, provided that the Company agrees that it will not vote the LLC Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement, the Notes or any such other instrument or agreement; and the Agent shall execute and deliver to the Company or cause to be executed and delivered to the Company all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Company may reasonably request for the purpose of enabling the Company to exercise the rights and powers that they are entitled to exercise pursuant to this Section 5.04(c). (3) Unless and until an Event of Default has occurred and is continuing, the Company shall be entitled to receive and retain any distributions and dividends payable in respect of the LLC Collateral. (4) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Agent or any Lender exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Notes or any other agreement relating to such Secured Obligations, all distributions and dividends on the LLC Collateral, whether consisting of cash, checks and other near-cash items, shall be paid directly to the Agent and retained by it as part of the Collateral, subject to the terms of this Agreement, and, if the Agent shall so request in writing, the Company agrees to execute and deliver to the Agent appropriate additional dividend, distribution and other orders and documents to that end, and if the Company shall receive any such amounts, it shall hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, duly indorsed by the Company to the Agent, if required; provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Agent shall, upon request of the Company (except to the extent theretofore applied to the Secured Obligations), be returned by the Agent to the Company.

LLC Collateral. (1) The Company will cause the LLC Collateral to constitute at all times 100% of the aggregate ownership and membership interests interest of each LLC Issuer then outstanding. (2) So long as no Event of Default shall have occurred and be continuing, the Company shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the LLC Collateral for all purposes not inconsistent with the terms of this Agreement, the Credit Agreement, the Notes or any other instrument or agreement referred to herein or therein, provided that the Company agrees that it will not vote the LLC Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement, the Notes or any such other instrument or agreement; and the Agent shall execute and deliver to the Company or cause to be executed and delivered to the Company all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Company may reasonably request for the purpose of enabling the Company to exercise the rights and powers that they are entitled to exercise pursuant to this Section 5.04(c). (3) Unless and until an Event of Default has occurred and is continuing, the Company shall be entitled to receive and retain any distributions and dividends payable in respect of the LLC Collateral. (4) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Agent or any Series A Lender exercises any available right to declare any Revolving Credit Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Notes or any other agreement relating to such Revolving Credit Secured Obligations, all distributions and dividends on the LLC Collateral, whether consisting of cash, checks and other near-cash items, shall be paid directly to the Agent and retained by it as part of the Revolving Credit Collateral, subject to the terms of this Agreement, and, if the Agent shall so request in writing, the Company agrees to execute and deliver to the Agent appropriate additional dividend, distribution and other orders and documents to that end, and if the Company shall receive any such amounts, it shall hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, duly indorsed by the Company to the Agent, if required; provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Agent shall, upon request of the Company (except to the extent theretofore applied to the Revolving Credit Secured Obligations), be returned by the Agent to the Company." 2.19. Section 5.11 of the Revolving Credit Security Agreement is hereby amended by deleting "and" at the end of clause (ii) therein, inserting "and" at the end of clause (iii) therein and inserting and clause