Common use of Certain Understandings of the Parties Clause in Contracts

Certain Understandings of the Parties. (i) The parties acknowledge and agree that the Pledged LLC Interest constitutes general intangibles (as defined in Section 9-102(a)(42) of the UCC); and (ii) the Pledgor represents and warrants that (1) neither the Pledged LLC Interest nor any portion thereof is or will be traded in and/or dealt in on securities exchanges or securities markets, (2) neither the Pledged LLC Interest nor the Articles of Organization of 110th and 5th will provide that the Pledged LLC Interest constitutes securities governed by the UCC, (3) the Pledged LLC Interest is not and will not be investment company securities within the meaning of Section 8-103 of the UCC and (4) the Pledged LLC Interest is not held in a securities account by the Pledgor. (b) To better assure the perfection of the security interest of the Pledgee in the Pledged LLC Interest, concurrently with the execution and delivery of this Agreement, the Pledgor shall send written instructions in the form of Exhibit A hereto to 110th and 5th, and shall cause 110th and 5th to, and 110th and 5th shall, deliver to the Pledgor the Confirmation Statement and Instruction Agreement in the form of Exhibit B hereto pursuant to which 110th and 5th will confirm that it has registered the pledge effected by this Agreement on its books and agrees to comply with the instructions of Pledgee in respect of the Pledged LLC Interest without further consent of the Pledgor or any other Person. Notwithstanding the foregoing, but subject to Section 8 hereof, Pledgor shall continue to act as manager of 110th and 5th.

Certain Understandings of the Parties. (ia) The parties acknowledge and agree that the Pledged LLC Interest constitutes general intangibles (as defined in Section 9-102(a)(42) of the UCC); and (ii) the Pledgor represents and warrants that (1) neither the Pledged LLC Interest nor any portion thereof is or will be traded in and/or dealt in on securities exchanges or securities markets, (2) neither the Pledged LLC Interest nor the Articles of Organization of 110th and 5th ERC will provide that the Pledged LLC Interest constitutes securities governed by the UCC, (3) the Pledged LLC Interest is not and will not be investment company securities within the meaning of Section 8-103 of the UCC UCC, and (4) the Pledged LLC Interest is not held in a securities account by the Pledgor. (b) To better assure the perfection of the security interest of the Pledgee in the Pledged LLC Interest, concurrently with the execution and delivery of this Agreement, the Pledgor shall send written instructions in the form of Exhibit A hereto to 110th and 5thERC, and shall cause 110th and 5th ERC to, and 110th and 5th ERC shall, deliver to the Pledgor the Confirmation Statement and Instruction Agreement in the form of Exhibit B hereto pursuant to which 110th and 5th ERC will confirm that it has registered the pledge effected by this Agreement on its books and agrees to comply with the instructions of Pledgee in respect of the Pledged LLC Interest without further consent of the Pledgor or any other Person. Notwithstanding the foregoing, but subject to Section 8 hereof, Pledgor shall continue to act as manager of 110th and 5th.