Certification of Limited Liability Company Interests and Limited Partnership Interests. Each interest in any limited liability company or limited partnership which is a Subsidiary 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.
Certification of Limited Liability Company Interests and Limited Partnership Interests. No interest of any Grantor in any limited liability company or limited partnership which is a Subsidiary and pledged hereunder is represented by a certificate. The Grantors shall not, without the consent of the Administrative Agent, agree to any amendment of the certificate of formation or limited liability company agreement (or other comparable constituent document) governing Pledged Stock which has the effect of turning previously uncertificated capital stock or membership interests into certificated capital stock or membership interests or which elects to treat any membership interest that is part of the Pledged Stock as a “security” under Section 8-103 of the New York UCC.
Certification of Limited Liability Company Interests and Limited Partnership Interests. (a) Each Grantor acknowledges and agrees that each interest in any limited liability company or limited partnership pledged hereunder that is represented by a certificate, a “security” within the meaning of Article 8 of the UCC and governed by Article 8 of the New York UCC, shall at all times hereafter be represented by a certificate, a “security” within the meaning of Article 8 of the UCC and governed by Article 8 of the UCC.
(b) Each Grantor further acknowledges and agrees that (i) the interests in any limited liability company or limited partnership pledged hereunder and not represented by a certificate shall not be a “security” within the meaning of Article 8 of the UCC and shall not be governed by Article 8 of the UCC and (ii) the Grantors shall at no time elect to treat any such interest as a “security” within the meaning of Article 8 of the UCC or issue any certificate representing such interest (except that the Grantors may elect to so treat any such interest as a “security” and issue any certificate representing such interest if simultaneously therewith the Grantors deliver such certificate to the Collateral Agent (or its bailee)).
Certification of Limited Liability Company Interests and Limited Partnership Interests. If any Pledged Collateral is not a security pursuant to Section 8-103 of the UCC, no Grantor shall take any action that, under such Section, converts such Pledged Collateral into a security without causing the issuer thereof to issue to it certificates or instruments evidencing such Pledged Collateral, which it shall promptly deliver to the Collateral Agent as provided in Section 3.02.
Certification of Limited Liability Company Interests and Limited Partnership Interests. To the extent any interest in any limited liability company or limited partnership which is a Grantor or a Subsidiary of a Grantor organized under the laws of the United States or any jurisdiction thereof and that is controlled by any Grantor is represented by a certificate and is pledged hereunder, each such interest 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. For the avoidance of doubt, no such limited liability company or limited partnership shall be required to include in its operative documents or any such certificate any provision that any such interests shall be a “security” within the meaning of Article 8 of the New York UCC.
Certification of Limited Liability Company Interests and Limited Partnership Interests. Each Grantor represents and warrants that each interest held by it in any limited liability company or limited partnership which is a Subsidiary and pledged hereunder (other than the uncertificated limited liability company and limited partnership interests, as of the Closing Date, set forth on Schedule IV) is represented by a certificate, and is a “security” within the meaning of, and is governed by, the Uniform Commercial Code of the State of Delaware and each other applicable jurisdiction. Each Grantor hereby agrees not to vote, enable or take any other action to cause any of the entities set forth on Schedule IV and any Subsidiaries acquired after the Closing Date which are limited liability companies or limited partnerships the Grantor’s interest in which are not securities (for the purposes of the Uniform Commercial Code) (together, the “Uncertificated Subsidiaries”) on the date hereof or at the time of acquisition to elect or otherwise take any action to cause the interests in such Uncertificated Subsidiaries to be treated as securities for purposes of the Uniform Commercial Code; provided, however, notwithstanding the foregoing, if any Uncertificated Subsidiary takes any such action in violation of the foregoing, the Grantor holding such interests shall promptly notify the Collateral Trustee in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Trustee’s “control” (within the meaning of Section 8-106 of the UCC) thereof.
Certification of Limited Liability Company Interests and Limited Partnership Interests. (a) Each Grantor acknowledges and agrees that each interest in any United States limited liability company or limited partnership which is a Subsidiary and pledged hereunder and represented by a certificate (i) shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the Uniform Commercial Code of any applicable jurisdiction and (ii) shall at all times hereafter be represented by a certificate that is delivered to the Collateral Agent pursuant to the terms hereof.
(b) Each Grantor further acknowledges and agrees that (i) each interest in any United States limited liability company or limited partnership which is a Subsidiary and 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 Uniform Commercial Code of any applicable jurisdiction, 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 or issue any certificate representing such interest, unless such Grantor delivers any such certificate to the Collateral Agent pursuant to the terms hereof.
Certification of Limited Liability Company Interests and Limited Partnership Interests. Each interest in any limited liability company or limited partnership which is a Subsidiary of Holdings (including, without limitation, the Borrower) and pledged hereunder is not a security pursuant to Section 8-103 of the UCC, and the applicable Grantor shall not take any action that causes such interest to be a security under such Section or any other Applicable Law unless, substantially concurrently therewith, such Grantor causes the issuer thereof to issue to it certificates or instruments evidencing such interest and taking all actions required by Section 3.02 with respect to such interests, and the applicable Grantor shall cause the issuer of such interest to elect to treat such interests as a “security” within the meaning of Article 8 of the New York UCC (as well as under the UCC of the state of organization of such Subsidiary and any other applicable jurisdiction) and shall be governed by Article 8 of the New York UCC.
Certification of Limited Liability Company Interests and Limited Partnership Interests. If any Pledged Collateral is not a security pursuant to Section 8-103 of the Uniform Commercial Code, no Grantor shall take any action that, under such Section, converts such Pledged Collateral into a security without causing the issuer thereof to issue to it certificates or instruments evidencing such Pledged Collateral, which it shall promptly deliver to the Applicable Priority Agent or the Junior-Priority Collateral Agent, as applicable, as provided in Section 2.02.
Certification of Limited Liability Company Interests and Limited Partnership Interests. No interest in any limited liability company or limited partnership which is a Subsidiary and pledged hereunder shall be represented by a certificate, nor shall be a “security” within the meaning of Article 8 of the New York UCC unless such certificate has been pledged hereunder and delivered to the Administrative Agent pursuant to Section 3.02. The Grantors shall not amend, or permit to be amended, the limited liability company agreement or partnership agreement of any Grantor whose Equity Interests are not, or are required by this Section 3.04 not to be, “securities” within the meaning of Article 8 of the Uniform Commercial Code in a manner to cause such Equity Interests to constitute “securities” within the meaning of Article 8 of the Uniform Commercial Code.
