Common use of Article 8 Election Clause in Contracts

Article 8 Election. The Company irrevocably elects that each limited liability company interest in the Company (including each Series Interest) shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. The Company shall maintain books for the purpose of registering the transfer of limited liability company interests. A transfer of limited liability company interests in the Company shall be effected by registering the transfer upon delivery of an endorsed certificate representing the interests being transferred and otherwise in accordance with Section 5.4. This provision may not be amended, and no such purported amendment to this provision will be effective until all outstanding Certificates have been surrendered for cancellation.