Common use of Certification of Limited Liability Company and Limited Partnership Interests Clause in Contracts

Certification of Limited Liability Company and Limited Partnership Interests. Each Grantor agrees that interests in any wholly owned limited liability company or limited partnership owned by such Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC. Each Grantor acknowledges and agrees that (i) to the extent each interest in any non-wholly owned limited liability company or limited partnership controlled now or in the future by such Grantor and pledged hereunder is a “security” within the meaning of Article 8 of the New York UCC and is governed by Article 8 of the New York UCC, such interest shall be certificated and (ii) each such interest shall at all times hereafter continue to be such a security and represented by such certificate. Each Grantor further acknowledges and agrees that with respect to any interest in any non-wholly owned limited liability company or limited partnership controlled now or in the future by such Grantor and pledged hereunder that is not a “security” within the meaning of Article 8 of the New York UCC, such Grantor shall at no time elect to treat any such interest as a “security” within the meaning of Article 8 of the New York UCC, nor shall such interest be represented by a certificate, unless such Grantor provides prior written notification to the Collateral Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Collateral Agent pursuant to the terms hereof.

Certification of Limited Liability Company and Limited Partnership Interests. Each Grantor agrees that interests in any wholly owned limited liability company or limited partnership owned by such Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC. Each Grantor acknowledges and agrees that (ia) to the extent each interest in any non-wholly owned limited liability company or limited partnership controlled now or in the future by such Grantor and pledged hereunder is a “security” within the meaning of Article 8 of the New York UCC Uniform Commercial Code and is governed by Article 8 of the New York UCCUniform Commercial Code, such interest shall be certificated and (iib) each such interest shall at all times hereafter continue to be such a security and represented by such certificate. Each Grantor further acknowledges and agrees that with respect to any interest in any non-wholly owned limited liability company or limited partnership controlled now or in the future by such Grantor and pledged hereunder that is not a “security” within the meaning of Article 8 of the New York UCCUniform Commercial Code, such Grantor shall at no time elect to treat any such interest as a “security” within the meaning of Article 8 of the New York UCCUniform Commercial Code, nor shall such interest be represented by a certificate, unless such Grantor provides prior written notification (or such other notice as the Administrative Agent may agree) to the Collateral Administrative Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Collateral Administrative Agent pursuant to the terms hereof. Notwithstanding the foregoing provisions of this Section 3.04, with the consent of the Administrative Agent, an interest in a limited liability company or limited partnership owned by a Grantor, may cease to be a “security” within the meaning of Article 8 of the Uniform Commercial Code or be governed by Article 8 of the Uniform Commercial Code, so long as any certificates evidencing such interests (unless canceled) are delivered to or remain in the possession of the Administrative Agent.

Certification of Limited Liability Company and Limited Partnership Interests. Each Grantor agrees that interests in any wholly owned limited liability company or limited partnership owned by such Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC. Each Grantor acknowledges and agrees that (ia) to the extent each any interest in any non-wholly owned limited liability company, exempted company or limited partnership controlled now or in the future by such Grantor (or by such Grantor and pledged hereunder one or more other Grantors) and included in the Pledged Collateral is a “security” within the meaning of Article 8 of the New York UCC and is governed by Article 8 of the New York UCC, such interest shall be certificated certificated, and such certificates shall be delivered to the Administrative Agent (or its designee) in accordance with Section 2.02(a), and (iib) each such interest shall at all times hereafter continue , for so long as it continues to be such a security and is part of the Pledged Collateral, and represented by such certificate. Each Grantor further acknowledges and agrees that with respect to any interest in any non-wholly owned limited liability company, exempted company or limited partnership controlled now or in the future by such Grantor (or by such Grantor and one or more other Grantors) and pledged hereunder that is not a “security” within the meaning of Article 8 of the New York UCC, the terms of such Grantor interest shall at no time elect to treat any provide that such interest as is a “security” within the meaning of Article 8 of the New York UCC, nor shall such interest be represented by a certificate, unless such Grantor provides provides, prior written notification to the Collateral Administrative Agent (or notice as of a later date agreed to by the Administrative Agent) that the terms of such election interest so provide that such interest is a “security” within the meaning of Article 8 of the UCC and such interest is thereafter represented by a certificate, and such certificate that is promptly shall be delivered to the Collateral Administrative Agent pursuant to the terms hereof(or its designee) in accordance with Section 2.02(a).

Certification of Limited Liability Company and Limited Partnership Interests. Each Grantor agrees that interests in any wholly owned limited liability company or limited partnership owned by such Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC. Each Grantor acknowledges and agrees that (i) to the extent each any interest in any non-wholly owned limited liability company or unlimited liability company or limited partnership controlled now or in the future by such any Grantor and pledged hereunder is a “security” within the meaning of Article 8 of the New York UCC and is governed by Article 8 of the New York UCC, such interest shall be certificated at all times hereafter represented by a certificate and shall be at all times hereafter a “security” within the meaning of Article 8 of the New York UCC and governed by Article 8 of the New York UCC and (ii) each such interest shall at all times hereafter continue to be such a security and represented by such certificate. Each Grantor further acknowledges and agrees that with respect to the extent any interest in any non-wholly owned limited liability company or unlimited liability company or limited partnership controlled now or in the future by such any Grantor and pledged hereunder that is not a “security” within the meaning of Article 8 of the New York UCC, such Grantor shall at no time elect to treat any such interest as a “security” within the meaning of Article 8 of the New York UCC, nor shall such interest be represented by a certificate, unless such Grantor provides prior written notification to the Collateral Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Collateral Agent pursuant to the terms hereof.

Certification of Limited Liability Company and Limited Partnership Interests. Each Grantor agrees that interests in any wholly owned limited liability company or limited partnership owned by such Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC. Each Grantor acknowledges and agrees that (i) to the extent each any interest in any non-wholly owned limited liability company or unlimited liability company or limited partnership controlled now or in the future by such any Grantor and pledged hereunder is a “security” within the meaning of Article 8 of the New York UCC and is governed by Article 8 of the New York UCC, such interest shall be certificated at all times hereafter represented by a certificate and shall be at all times hereafter a “security” within the meaning of Article 8 of the New York UCC and governed by Article 8 of the New York UCC and (ii) each such interest shall at all times hereafter continue to be such a security and represented by such certificate. Each Grantor further acknowledges and agrees that with respect to the extent any interest in any non-wholly owned limited liability company or unlimited liability company or limited partnership controlled now or in the future by such any Grantor and pledged hereunder that is not a “security” within the meaning of Article 8 of the New York UCC, such Grantor shall at no time elect to treat any such interest as a “security” within the meaning of Article 8 of the New York UCC, nor shall such interest be represented by a certificate, unless such Grantor provides prior written notification to the Collateral Administrative Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Collateral Administrative Agent pursuant to the terms hereof.

Certification of Limited Liability Company and Limited Partnership Interests. Each Grantor agrees that interests in any wholly owned limited liability company or limited partnership owned by such Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC. Each Grantor acknowledges and agrees that (i) to the extent each any interest in any non-wholly owned limited liability company or unlimited liability company or limited partnership controlled now or in the future by such any Grantor and pledged hereunder is a “security” within the meaning of Article 8 of the New York UCC and is governed by Article 8 of the New York UCC, such interest shall be certificated at all times hereafter represented by a certificate and shall be at all times hereafter a “security” within the meaning of Article 8 of the New York UCC and governed by Article 8 of the New York UCC and (ii) each such interest shall at all times hereafter continue to be such a security and represented by such certificate. Each Grantor further acknowledges and agrees that with respect to the extent any interest in any non-wholly owned limited liability company or unlimited liability company or limited partnership controlled now or in the future by such any Grantor and pledged hereunder that is not a “security” within the meaning of Article 8 of the New York UCC, such Grantor shall at no time elect to treat any such interest as a “security” within the meaning of Article 8 of the New York UCC, nor shall such interest be represented by a certificate, unless such Grantor provides prior written notification to the Collateral Administrative Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Collateral Administrative Agent (subject to the terms of the Intercreditor Agreement) pursuant to the terms hereof.

Certification of Limited Liability Company and Limited Partnership Interests. Each Grantor agrees that interests Subject to applicable local law in the case of Equity Interests in any wholly owned limited liability company or limited partnership owned by such Grantor and pledged hereunder shall be represented by a certificateNon-U.S. Subsidiary, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC. Each each Grantor acknowledges and agrees that (ia) to the extent each any interest in any non-wholly owned limited liability company, exempted company or limited partnership controlled now or in the future by such Grantor (or by such Grantor and one or more other Loan Parties) and pledged or charged hereunder is a “security” within the meaning of Article 8 of the New York UCC and is governed by Article 8 of the New York UCC, such interest shall be certificated certificated, and such certificates shall be delivered to the Administrative Agent in accordance with Section 2.02(a), and (iib) each such interest shall at all times hereafter continue to be such a security and represented by such certificate. Each Grantor further acknowledges and agrees that with respect to any interest in any non-wholly owned limited liability company, exempted Exhibit K company or limited partnership controlled now or in the future by such Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder or charged that is not a “security” within the meaning of Article 8 of the New York UCC, the terms of such Grantor interest shall at no time elect to treat any provide that such interest as is a “security” within the meaning of Article 8 of the New York UCC, nor shall such interest be represented by a certificate, unless such Grantor provides prior written notification to the Collateral Administrative Agent that the terms of such election interest so provide that such interest is a “security” within the meaning of Article 8 of the UCC and such interest is thereafter represented by a certificate, and such certificate that is promptly shall be delivered to the Collateral Administrative Agent pursuant to the terms hereofin accordance with Section 2.02(a).

Certification of Limited Liability Company and Limited Partnership Interests. Each Grantor agrees that interests in any wholly owned limited liability company or limited partnership owned by such Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC. Each Grantor acknowledges and agrees that (i) to the extent each any interest in any non-wholly owned limited liability company or unlimited liability company or limited partnership controlled now or in the future by such any Grantor and pledged hereunder is a “security” within the meaning of Article 8 of the New York UCC and is governed by Article 8 of the New York UCC, such interest shall be certificated at all times hereafter represented by a certificate and shall be at all times hereafter a “security” within the meaning of Article 8 of the New York UCC and governed by Article 8 of the New York UCC and (ii) each such interest shall at all times hereafter continue to be such a security and represented by such certificate. Each Grantor further acknowledges and agrees that with respect to the extent any interest in any non-wholly owned limited liability company or unlimited liability company or limited partnership controlled now or in the future by such any Grantor and pledged hereunder that is not a “security” within the meaning of Article 8 of the New York UCC, such Grantor shall at no time elect to treat any such interest as a “security” within the meaning of Article 8 of the New York UCC, nor shall such interest be represented by a certificate, unless such Grantor provides prior written notification to the Collateral Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Collateral Agent pursuant to the terms hereof. SECTION 3.05.

Certification of Limited Liability Company and Limited Partnership Interests. Each Grantor agrees that interests in any wholly owned limited liability company or limited partnership owned by such Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC. Each Grantor acknowledges and agrees that (ia) to the extent each interest in any non-wholly owned limited liability company or limited partnership controlled now or in the future by such Grantor and pledged hereunder is a “security” within the meaning of Article 8 of the New York UCC Uniform Commercial Code and is governed by Article 8 of the New York UCCUniform Commercial Code, such interest shall be certificated and (iib) each such interest shall at all times hereafter continue to be such a security and represented by such certificate. Each Grantor further acknowledges and agrees that with respect to any interest in any non-wholly owned limited liability company or limited partnership controlled now or in the future by such Grantor and pledged hereunder that is not a “security” within the meaning of Article 8 of the New York UCCUniform Commercial Code, such Grantor shall at no time elect to treat any such interest as a “security” within the meaning of Article 8 of the New York UCCUniform Commercial Code, nor shall such interest be represented by a certificate, unless such Grantor provides prior written notification (or such other notice as the Administrative Agent may agree) to the Collateral Administrative Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Collateral Administrative Agent pursuant to the terms hereof. Notwithstanding the foregoing provisions of this Section 2.04, with the consent of the Administrative Agent, an interest in a limited liability company or limited partnership owned by a Grantor, may cease to be a “security” within the meaning of Article 8 of the Uniform Commercial Code or be governed by Article 8 of the Uniform Commercial Code, so long as any certificates evidencing such interests (unless canceled) are delivered to or remain in the possession of the Administrative Agent.

Certification of Limited Liability Company and Limited Partnership Interests. Each Grantor agrees that interests in any wholly owned limited liability company or limited partnership owned by such Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC. Each Grantor acknowledges and agrees that (i) that, to the extent each any interest in any non-wholly owned limited liability company or limited partnership controlled now or in the future by such any Grantor and pledged hereunder under Section 2.01 is a “security” within the meaning of Article 8 of the New York UCC and is governed by Article 8 of the New York UCC, then (a) to the extent such interest shall be certificated and represented by a certificate, such certificate shall be delivered to the Collateral Agent pursuant to the terms hereof or (iib) each to the extent such interest is uncertificated, such Grantor shall at all times hereafter continue provide the Collateral Agent with control (as defined in Article 8-106 of the UCC) of any such security to be such a security and represented the extent reasonably requested by such certificatethe Collateral Agent. Each Grantor further acknowledges and agrees that with respect to any interest in any non-wholly owned limited liability company or limited partnership controlled now on or in after the future Closing Date by such Grantor and pledged hereunder that is not a “security” within the meaning of Article 8 of the New York UCC, such Grantor shall at no time elect to treat any such interest as a “security” within the meaning of Article 8 of the New York UCC, nor shall such interest be represented by a certificate, unless such Grantor provides prior written notification to the Collateral Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Collateral Agent pursuant to the terms hereof.