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 acknowledges and agrees that (i) to the extent each interest in any limited or unlimited 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 hereafter, for so long as such limited or unlimited liability company or limited partnership is controlled by such Grantor and pledged hereunder, 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 limited or unlimited 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 written notification to the Administrative Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Administrative Agent pursuant to the terms hereof.

Certification of Limited Liability Company and Limited Partnership Interests. Each Grantor acknowledges and agrees that (i) to the extent each any interest in any limited or unlimited liability company or limited partnership controlled now on or in after the future date hereof 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 hereafter, for so long as such limited or unlimited liability company or limited partnership is controlled by such Grantor and pledged hereunder, 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 limited or unlimited liability company or limited partnership controlled now on or in after the future date hereof 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 written notification to the Administrative Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Administrative Security Agent pursuant to the terms hereof.

Certification of Limited Liability Company and Limited Partnership Interests. Each Grantor acknowledges and agrees that (i) to the extent each any interest in any limited or unlimited liability company or limited partnership controlled now on or in after the future date hereof 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 hereafter, for so long as such limited or unlimited liability company or limited partnership is controlled by such Grantor and pledged hereunder, 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 limited or unlimited liability company or limited partnership controlled now on or in after the future date hereof 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 written notification to the Administrative Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Administrative Agent pursuant to the terms hereof.

Certification of Limited Liability Company and Limited Partnership Interests. Each Grantor acknowledges and agrees that (ia) to the extent each interest in any limited or unlimited 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 (iib) each such interest shall hereafter, for so long as such limited or unlimited liability company or limited partnership is controlled by such Grantor and pledged hereunder, 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 limited or unlimited 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 Administrative Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Administrative Agent pursuant to the terms hereof.

Certification of Limited Liability Company and Limited Partnership Interests. Each Grantor acknowledges and agrees that (ia) to the extent each interest in any limited or unlimited 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 (iib) each such interest shall hereafter, for so long as such limited or unlimited liability company or limited partnership is controlled by such Grantor and pledged hereunder, 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 limited or unlimited 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 Administrative Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Administrative Agent pursuant to the terms hereof.

Certification of Limited Liability Company and Limited Partnership Interests. Each Grantor Pledgor acknowledges and agrees that (i) to the extent each any interest in any limited or unlimited liability company or limited partnership controlled now or in the future by such Grantor Pledgor 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 hereafter, for so long as such limited or unlimited liability company or limited partnership is controlled by such Grantor and pledged hereunder, at all times hereafter continue to be such a security and represented by such certificate. Each Grantor Pledgor further acknowledges and agrees that with respect to any interest in any limited or unlimited liability company or limited partnership controlled now or in the future by such Grantor Pledgor and pledged hereunder that is not a “security” within the meaning of Article 8 of the New York UCC, such Grantor Pledgor 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 Pledgor provides prior written notification to the Administrative Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Administrative Agent pursuant to the terms hereof.”

Certification of Limited Liability Company and Limited Partnership Interests. Each Grantor acknowledges and agrees that (i) to the extent each interest in any limited or unlimited 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 hereafter, for so long as such limited or unlimited liability company or limited partnership is controlled by such Grantor and pledged hereunder, 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 limited or unlimited 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 Administrative Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Administrative Agent pursuant to the terms hereof.

Certification of Limited Liability Company and Limited Partnership Interests. Each Grantor The Pledgor acknowledges and agrees that (ia) to the extent each interest in any limited or unlimited liability company or limited partnership controlled now or in the future by such Grantor the Pledgor 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 will be certificated and (iib) each such interest shall hereafter, for so long as such limited or unlimited liability company or limited partnership is controlled by such Grantor and pledged hereunder, will at all times hereafter continue to be such a security and represented by such certificate. Each Grantor The Pledgor further acknowledges and agrees that with respect to any interest in any limited or unlimited liability company or limited partnership controlled now or in the future by such Grantor the Pledgor 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 the Pledgor will promptly elect to treat any such interest as a “security” within the meaning of Article 8 of the New York UCC, nor shall and will promptly make such interest be represented by a certificate, but will not do so unless such Grantor and until the Pledgor provides prior written notification to the Administrative Inventory Collateral Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Administrative Inventory Collateral Agent pursuant to the terms hereof.

Certification of Limited Liability Company and Limited Partnership Interests. (a) Each Grantor acknowledges and agrees that (i) to the extent each interest in any limited or unlimited liability company or limited partnership controlled now or in wholly-owned by any Grantor and acquired after the future by such Grantor Effective Date and pledged hereunder is shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and is shall be governed by Article 8 of the New York UCC, such interest shall be certificated UCC and (ii) each such interest shall hereafter, for so long as such limited or unlimited liability company or limited partnership is controlled at all times thereafter be represented only by such Grantor and pledged hereunder, continue to be such a security and represented by such certificate. . (b) Each Grantor further acknowledges and agrees that with respect to any interest (i) the interests in any limited or unlimited liability company or limited partnership controlled now or in the future by such Grantor and pledged hereunder that is are not represented by a certificate are not “securitysecurities” within the meaning of Article 8 of the New York UCC, UCC and (ii) 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 UCC or issue any certificate representing such interest be represented by a certificateinterest, unless such Grantor provides prior written notification to the Administrative Collateral Agent of such election and immediately pledges any such interest is thereafter represented by a certificate that is promptly delivered to the Administrative Collateral Agent pursuant to the terms hereof.

Certification of Limited Liability Company and Limited Partnership Interests. Each Grantor acknowledges and agrees that (ia) to the extent each interest in any limited or unlimited 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 will be certificated and (iib) each such interest shall hereafter, for so long as such limited or unlimited liability company or limited partnership is controlled by such Grantor and pledged hereunder, will 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 limited or unlimited 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 will promptly elect to treat any such interest as a “security” within the meaning of Article 8 of the New York UCC, nor shall and will promptly make such interest be represented by a certificate, but will not do so unless and until such Grantor provides prior written notification to the Administrative Inventory Collateral Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Administrative Inventory Collateral Agent pursuant to the terms hereof.

Certification of Limited Liability Company and Limited Partnership Interests. (a) Each Grantor acknowledges and agrees that (i) to the extent each interest in any limited or unlimited liability company or limited partnership controlled now or in by any Grantor and acquired after the future by such Grantor Effective Date and pledged hereunder is shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and is shall be governed by Article 8 of the New York UCC, such interest shall be certificated UCC and (ii) each such interest shall hereafter, for so long as such limited or unlimited liability company or limited partnership is controlled at all times thereafter be represented only by such Grantor and pledged hereunder, continue to be such a security and represented by such certificate. . (b) Each Grantor further acknowledges and agrees that with respect to any interest (i) the interests in any limited or unlimited liability company or limited partnership controlled now or in the future by such Grantor and pledged hereunder that is are not represented by a certificate are not “securitysecurities” within the meaning of Article 8 of the New York UCC, UCC and (ii) 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 UCC or issue any certificate representing such interest be represented by a certificateinterest, unless such Grantor provides prior written notification to the Administrative Collateral Agent of such election and immediately pledges any such interest is thereafter represented by a certificate that is promptly delivered to the Administrative Collateral Agent pursuant to the terms hereof.

Certification of Limited Liability Company and Limited Partnership Interests. Each Grantor acknowledges and agrees that (i) to the extent each any interest in any limited or unlimited liability company or limited partnership controlled now on or in after the future date hereof 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 hereafter, for so long as such limited or unlimited liability company or limited partnership is controlled by such Grantor and pledged hereunder, 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 limited or unlimited liability company or limited partnership controlled now on or in after the future date hereof 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 written notification to the Administrative Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Administrative Collateral Agent pursuant to the terms hereof.

Certification of Limited Liability Company and Limited Partnership Interests. Each Grantor acknowledges and agrees that (i) to the extent each any interest in any limited 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, such interest shall be at all times thereafter represented by a certificate and shall be at all times thereafter a “security” within the meaning of Article 8 of the UCC and is governed by Article 8 of the New York UCC, such interest shall be certificated UCC and (ii) each such interest shall hereafter, for so long as such limited or unlimited liability company or limited partnership is controlled by such Grantor and pledged hereunder, 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 limited 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 Administrative Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Administrative Agent (or the Credit Agreement Collateral Agent as specified in Section 7.16) pursuant to the terms hereof.

Certification of Limited Liability Company and Limited Partnership Interests. Each Grantor acknowledges and agrees that (ia) to the extent each interest in any limited or unlimited 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 will be certificated and (iib) each such interest shall hereafter, for so long as such limited or unlimited liability company or limited partnership is controlled by such Grantor and pledged hereunder, will 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 limited or unlimited 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 will promptly elect to treat any such interest as a “security” within the meaning of Article 8 of the New York UCC, nor shall and will promptly make such interest be represented by a certificate, but will not do so unless and until such Grantor provides prior written notification to the Administrative ABL Loan Collateral Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to to, before the Administrative Discharge of First Lien Obligations, the First Lien Agent and thereafter, the ABL Loan Collateral Agent pursuant to the terms hereof.