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

Certification of Limited Liability Company and Limited Partnership Interests. (a) Each Grantor acknowledges and agrees that (i) each interest in any limited liability company or limited partnership controlled by the Grantor, pledged hereunder and 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 and (ii) each such interest shall at all times hereafter be represented by a certificate unless such Grantor provides prior written notice of any election to not treat such interests as a “security,” or not to have such interest certificated, and takes all actions necessary or as reasonably required by the Collateral Agent to maintain a valid, perfected lien with respect to such interest. (b) Each Grantor further acknowledges and agrees that (i) each interest in any limited liability company or limited partnership controlled by the Grantor, pledged hereunder and not represented by a certificate shall not be a “security” within the meaning of Article 8 of the New York UCC and shall not be governed by Article 8 of the New York UCC, and (ii) each 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 or issue any certificate representing such interest, unless the Grantor provides prior written notification to the Collateral Agent of such election and immediately delivers any such certificate to the Collateral Agent pursuant to the terms hereof.

Certification of Limited Liability Company and Limited Partnership Interests. (a) Each Grantor acknowledges and agrees that (i) each interest in any limited liability company or limited partnership controlled by any Grantor and acquired after the Grantor, pledged hereunder Effective Date and constituting Pledged Collateral that is represented by a certificate 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 and (ii) each such interest shall at all times hereafter be represented by a certificate unless such Grantor provides prior written notice of any election to not treat such interests as a “security,” or not to have such interest certificated, and takes all actions necessary or as reasonably required by the Collateral Agent to maintain a valid, perfected lien with respect to such interestUCC. (b) Each Grantor further acknowledges and agrees that (i) each interest the interests in any limited liability company or limited partnership controlled by the Grantor, pledged hereunder such Grantor and constituting Pledged Collateral that are not represented by a certificate shall are not be a “securitysecurities” within the meaning of Article 8 of the New York UCC and shall not be governed by Article 8 of the New York UCC, and (ii) each 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 or issue any certificate representing such interest, unless the such Grantor provides prior prompt written notification to the Collateral Agent of such election and immediately delivers promptly (but in no case later than 10 Business Days) pledges any such certificate to the Collateral Agent pursuant to the terms hereof; provided, however, that this Section 3.04 shall not apply to any Equity Interests in limited liability companies or limited partnerships which may not be pledged, assigned or otherwise encumbered pursuant to applicable Federal, state or local laws, rules or regulations related to the practice of medicine or the healthcare industry generally.

Certification of Limited Liability Company and Limited Partnership Interests. (a) Each The Grantor acknowledges and agrees that (i) each interest in any limited liability company or limited partnership controlled Controlled by the Grantor, pledged hereunder and 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 and (ii) each such interest shall at all times hereafter be represented by a certificate unless such Grantor provides prior written notice of any election to not treat such interests as a “security,” or not to have such interest certificated, and takes all actions necessary or as reasonably required by the Collateral Agent to maintain a valid, perfected lien with respect to such interestcertificate. (b) Each The Grantor further acknowledges and agrees that (i) each interest in any limited liability company or limited partnership controlled Controlled by the Grantor, pledged hereunder and not represented by a certificate shall not be a “security” within the meaning of Article 8 of the New York UCC and shall not be governed by Article 8 of the New York UCC, and (ii) each the 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 or issue any certificate representing such interest, unless the Grantor provides prior written notification to the Collateral Agent of such election and immediately delivers any such certificate to the Collateral Agent pursuant to the terms hereof.

Certification of Limited Liability Company and Limited Partnership Interests. (a) Each Grantor acknowledges and agrees that (i) each interest in any limited liability company or limited partnership controlled by the Grantor, pledged hereunder and 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 and (ii) each such interest shall at all times hereafter be represented by a certificate unless such Grantor provides prior written notice of any election to not treat such interests as a “security,” or not to have such interest certificated, and takes all actions necessary or as reasonably required by the Collateral Administrative Agent to maintain a valid, perfected lien with respect to such interest. (b) Each Grantor further acknowledges and agrees that (i) each interest in any limited liability company or limited partnership controlled by the Grantor, pledged hereunder and not represented by a certificate shall not be a “security” within the meaning of Article 8 of the New York UCC and shall not be governed by Article 8 of the New York UCC, and (ii) each 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 or issue any certificate representing such interest, unless the Grantor provides prior written notification to the Collateral Administrative Agent of such election and immediately delivers any such certificate to the Collateral Administrative Agent pursuant to the terms hereof.

Certification of Limited Liability Company and Limited Partnership Interests. (a) Each Grantor acknowledges and agrees that (i) each interest in any limited liability company or limited partnership controlled by the such Grantor, pledged hereunder and 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 and (ii) each such interest shall at all times hereafter be represented by a certificate unless such Grantor provides prior written notice of any election to not treat such interests as a “security,” or not to have such interest certificated, and takes all actions necessary or as reasonably required by the Collateral Agent to maintain a valid, perfected lien with respect to such interestcertificate. (b) Each Grantor further acknowledges and agrees that (i) each interest in any limited liability company or limited partnership controlled by the such Grantor, pledged hereunder and not represented by a certificate shall not be a “security” within the meaning of Article 8 of the New York UCC and shall not be governed by Article 8 of the New York UCC, and (ii) each such Grantor has not elected, and shall at no time elect elect, to treat any such interest as a “security” within the meaning of Article 8 of the New York UCC or issue any certificate representing such interestinterest and (iii) the charter documents of any such limited liability company or limited partnership (A) do not, and shall not, prohibit any such interest from being pledged and (B) shall not be amended, supplemented or otherwise modified in a manner materially adverse to the Collateral Agent without the prior written consent of the Collateral Agent, unless the (y) such Grantor provides prior written notification to the Collateral Agent of such election and immediately delivers any such certificate to the Collateral Agent pursuant to the terms hereofhereof or (z) the Collateral Agent has otherwise perfected its Security Interest in such interest.

Certification of Limited Liability Company and Limited Partnership Interests. (a) Each Grantor acknowledges and agrees that (i) each interest interests in any wholly owned limited liability company or limited partnership controlled owned by the Grantor, such Grantor and pledged hereunder and shall be represented by a certificate 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 and (ii) each such interest shall at all times hereafter be represented by a certificate unless such Grantor provides prior written notice of any election to not treat such interests as a “security,” or not to have such interest certificated, and takes all actions necessary or as reasonably required by the Collateral Agent to maintain a valid, perfected lien with respect to such interest. (b) UCC. Each Grantor further 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 the Grantor, such Grantor and pledged hereunder and not represented by a certificate shall not be is a “security” within the meaning of Article 8 of the New York UCC and shall not be 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 or issue any certificate representing UCC, nor shall such interestinterest be represented by a certificate, unless the such Grantor provides prior written notification to the Collateral Agent of such election and immediately delivers any 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. (a) Each The Grantor acknowledges and agrees that (i) each interest in any limited liability company or limited partnership controlled Controlled by the Grantor, pledged hereunder and 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 and (ii) each such interest shall at all times hereafter be represented by a certificate unless such Grantor provides prior written notice of any election to not treat such interests as a “security,” or not to have such interest certificated, and takes all actions necessary or as reasonably required by the Collateral Agent to maintain a valid, perfected lien with respect to such interestcertificate. (b) Each The Grantor further acknowledges and agrees that (i) each interest in any limited liability company or limited partnership controlled Controlled by the Grantor, pledged hereunder and not represented by a certificate shall not be a “security” within the meaning of Article 8 of the New York UCC and shall not be governed by Article 8 of the New York UCC, and (ii) each the 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 or issue any certificate representing such interest, unless the Grantor provides prior written notification to the Collateral Administrative Agent of such election and immediately delivers any such certificate to the Collateral Administrative Agent pursuant to the terms hereof.

Certification of Limited Liability Company and Limited Partnership Interests. (a) Each Grantor acknowledges and agrees that (ia) to the extent each interest in any limited liability company or limited partnership controlled now or in the future by the Grantor, such Grantor and pledged hereunder and represented by a certificate shall be is a “security” within the meaning of Article 8 of the New York UCC Uniform Commercial Code and shall be is governed by Article 8 of the New York UCC Uniform 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 a certificate unless such Grantor provides prior written notice of any election to not treat such interests as a “security,” or not to have such interest certificated, and takes all actions necessary or as reasonably required by the Collateral Agent to maintain a valid, perfected lien with respect to such interest. (b) certificate. Each Grantor further acknowledges and agrees that (i) each with respect to any interest in any limited liability company or limited partnership controlled now or in the future by the Grantor, such Grantor and pledged hereunder and that is not represented by a certificate shall not be a “security” within the meaning of Article 8 of the New York UCC and shall not be governed by Article 8 of the New York UCCUniform Commercial Code, and (ii) each 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 or issue any certificate representing Uniform Commercial Code, nor shall such interestinterest be represented by a certificate, unless the 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 immediately delivers any 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. (a) Each Grantor acknowledges and agrees that (i) each interest in any limited liability company or limited partnership controlled Controlled by the such Grantor, pledged hereunder and 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 and (ii) each such interest shall at all times hereafter be represented by a certificate unless such Grantor provides prior written notice of any election to not treat such interests as a “security,” or not to have such interest certificated, and takes all actions necessary or as reasonably required by the Collateral Agent to maintain a valid, perfected lien with respect to such interestcertificate. (b) Each Grantor further acknowledges and agrees that (i) each interest in any limited liability company or limited partnership controlled Controlled by the such Grantor, pledged hereunder and not represented by a certificate shall not be a “security” within the meaning of Article 8 of the New York UCC and shall not be governed by Article 8 of the New York UCC, and (ii) each 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 or issue any certificate representing such interest, unless the such Grantor provides prior written notification to the Collateral Administrative Agent of such election and immediately delivers any such certificate to the Collateral Administrative Agent pursuant to the terms hereof.

Certification of Limited Liability Company and Limited Partnership Interests. (a) Each Subject to applicable local law in the case of Equity Interests in any Non-U.S. Subsidiary, each Grantor acknowledges and agrees that (ia) each to the extent any interest in any 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 Grantormeaning of Article 8 of the UCC and is governed by Article 8 of the UCC, pledged hereunder such interest shall be certificated, and such certificates shall be delivered to the Administrative Agent in accordance with Section 2.02(a), and (b) each such interest shall at all times hereafter continue to be such a security and represented by a certificate shall be such certificate. Each Grantor further acknowledges and agrees that with respect to any interest in any 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 hereunder or charged that is not a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 UCC, the terms of the New York UCC and (ii) each such interest shall at all times hereafter be represented by a certificate unless such Grantor provides prior written notice of any election to not treat such interests as a “security,” or not to have no time provide that such interest certificated, and takes all actions necessary or as reasonably required by the Collateral Agent to maintain a valid, perfected lien with respect to such interest. (b) Each Grantor further acknowledges and agrees that (i) each interest in any limited liability company or limited partnership controlled by the Grantor, pledged hereunder and not represented by a certificate shall not be is a “security” within the meaning of Article 8 of the New York UCC and shall not be governed by Article 8 of the New York UCC, and (ii) each Grantor nor shall at no time elect to treat any such interest as be represented by a certificate, unless such Grantor provides prior written notification to the Administrative Agent that the terms of such interest so provide that such interest is a “security” within the meaning of Article 8 of the New York UCC or issue any and such interest is thereafter represented by a certificate, and such certificate representing such interest, unless the Grantor provides prior written notification shall be delivered to the Collateral Administrative Agent of such election and immediately delivers any such certificate to the Collateral Agent pursuant to the terms hereofin accordance with Section 2.02(a).

Certification of Limited Liability Company and Limited Partnership Interests. (a) Each Grantor acknowledges and agrees that (i) each interest in any limited liability company or limited partnership controlled by the Grantor, pledged hereunder and 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 and (ii) each such interest shall at all times hereafter be represented by a certificate unless such Grantor provides prior written notice of any election to not treat such interests as a “security,” or not to have such interest certificated, and takes all actions necessary or as reasonably required by the Collateral Agent to maintain a valid, perfected lien with respect to such interestcertificate. (b) Each Grantor further acknowledges and agrees that (i) each interest in any limited liability company or limited partnership controlled by the Grantor, pledged hereunder and not represented by a certificate shall not be a “security” within the meaning of Article 8 of the New York UCC and shall not be governed by Article 8 of the New York UCC, and (ii) each 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 or issue any certificate representing such interest, unless the Grantor provides prior written notification to the Collateral Administrative Agent of such election and immediately delivers any such certificate to the Collateral Administrative Agent pursuant to the terms hereof.

Certification of Limited Liability Company and Limited Partnership Interests. (a) Each Grantor acknowledges The Grantors acknowledge and agrees agree that (i) each interest in any limited liability company or limited partnership controlled by that is a Domestic Subsidiary organized under the Grantorlaws of the United States of America, any State thereof or the District of Columbia, pledged hereunder and represented by a certificate 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 and (ii) each such interest shall at all times hereafter be represented by a certificate unless such Grantor provides prior written notice of any election to not treat such interests as a “security,” or not to have such interest certificated, and takes all actions necessary or as reasonably required by the Collateral Agent to maintain a valid, perfected lien with respect to such interestcertificate. (b) Each Grantor The Grantors further acknowledges acknowledge and agrees agree that (i) each interest in any limited liability company or limited partnership controlled by that is a Domestic Subsidiary organized under the Grantorlaws of the United States of America, any State thereof or the District of Columbia, pledged hereunder and not represented by a certificate shall not be a “security” within the meaning of Article 8 of the New York UCC and shall not be governed by Article 8 of the New York UCC, and (ii) each Grantor the Grantors shall at no time elect to treat any such interest as a “security” within the meaning of Article 8 of the New York UCC or issue cause or permit the issuance of any certificate representing such interest, unless the applicable Grantor provides or Grantors provide prior written notification to the Collateral Agent of such election and immediately delivers deliver any such certificate to the Collateral Agent pursuant to the terms hereofunder this Agreement.

Certification of Limited Liability Company and Limited Partnership Interests. (a) Each Grantor acknowledges and agrees that (i) each interest in any limited liability company or limited partnership controlled by any Grantor and acquired after the Grantor, Effective Date and pledged hereunder and that is represented by a certificate 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 and (ii) each such interest shall at all times hereafter be represented by a certificate unless such Grantor provides prior written notice of any election to not treat such interests as a “security,” or not to have such interest certificated, and takes all actions necessary or as reasonably required by the Collateral Agent to maintain a valid, perfected lien with respect to such interestUCC. (b) Each Grantor further acknowledges and agrees that (i) each interest the interests in any limited liability company or limited partnership controlled by the Grantor, such Grantor and pledged hereunder and that are not represented by a certificate shall are not be a “securitysecurities” within the meaning of Article 8 of the New York UCC and shall not be governed by Article 8 of the New York UCC, and (ii) each 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 or issue any certificate representing such interest, unless the such Grantor provides prior prompt written notification to the Collateral Agent of such election and immediately delivers promptly (but in no case later than 10 Business Days) pledges any such certificate to the Collateral Agent pursuant to the terms hereof; provided, however, that this Section 3.04 shall not apply to any Equity Interests in limited liability companies or limited partnerships which may not be pledged, assigned or otherwise encumbered pursuant to applicable Federal, state or local laws, rules or regulations related to the practice of medicine or the healthcare industry generally.