Common use of Pledged Stock; Stock Powers; Pledged Notes Clause in Contracts

Pledged Stock; Stock Powers; Pledged Notes. The Administrative Agent shall have received (i) the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated endorsement for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; provided that if, notwithstanding the use by the Loan Parties of commercially reasonable efforts (without undue burden or expense) to deliver to the Administrative Agent the certificates and undated stock powers required by clause (i) above and the promissory notes and related transfer forms required by clause (ii) above, such certificates, stock powers, promissory notes and/or transfer forms are not delivered as of the Closing Date, delivery of such items (other than any certificates representing the shares of Capital Stock of Domestic Subsidiaries) shall not be a condition to the agreement of each Lender to make the initial extension of credit requested to be made by it (but shall be required to be satisfied within 90 days of the Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion)).

Pledged Stock; Stock Powers; Pledged Notes. The Term Loan Administrative Agent shall have received (i) the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated endorsement for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; provided that if, notwithstanding the use by the Loan Parties of commercially reasonable efforts (without undue burden or expense) to deliver to the Term Loan Administrative Agent the certificates and undated stock powers required by clause (i) above and the promissory notes and related transfer forms required by clause (ii) above, such certificates, stock powers, promissory notes and/or transfer forms are not delivered as of the Closing Date, delivery of such items (other than any certificates representing the shares of Capital Stock of Domestic Subsidiaries) shall not be a condition to the agreement of each Lender to make the initial extension of credit requested to be made by it (but shall be required to be satisfied within 90 days of the Closing Date (or such later date as the Administrative Agent or the Term Loan Representative may agree in its reasonable discretion)).

Pledged Stock; Stock Powers; Pledged Notes. The Administrative Agent shall have received (i) the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated endorsement stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; provided that if, notwithstanding the use by the Loan Parties Parent Borrower of commercially reasonable efforts (without undue delay, burden or expense) to deliver to the Administrative Agent any certificate or related stock power in respect of the certificates and undated stock powers Capital Stock of any Acquired Company required by clause (i) above and the or any promissory notes and note or related transfer forms form required by clause (ii) above, such certificates, stock powers, promissory notes and/or transfer forms are not delivered as of the Filtration Acquisition Closing Date, delivery of such items (other than any certificates representing the shares of Capital Stock of Domestic Subsidiaries) shall not be a condition to the agreement of each Lender to make the initial extension of credit requested to be made by it (but shall be required to be satisfied within 90 days of the Filtration Acquisition Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion)).

Pledged Stock; Stock Powers; Pledged Notes. The Administrative Agent shall have received (i) the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated endorsement stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; provided that if, notwithstanding the use by the Loan Parties of commercially reasonable efforts (without undue burden or expense) to deliver to the Administrative Agent the certificates and undated stock powers required by clause (i) above and the promissory notes and related transfer forms required by clause (ii) above), such certificates, stock powers, promissory notes and/or transfer forms are not delivered as of the Closing Date, delivery of such items (other than any certificates representing the shares of Capital Stock of Material Restricted Subsidiaries that are (x) Domestic Subsidiaries and (y) Wholly Owned Subsidiaries) shall not be a condition to the agreement of each Lender to make the initial extension of credit requested to be made by it (but shall be required to be satisfied within 90 30 days of the Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion)).

Pledged Stock; Stock Powers; Pledged Notes. The Administrative Subject to clause (iii) below, the Collateral Agent shall have received (i) the certificates certificates, if any, representing the shares of Capital the Pledged Stock pledged (as defined in the Guarantee and Collateral Agreement) (other than Pledged Stock constituting Gaming Collateral, the delivery of which is subject to clause (iii) below) required to be delivered to the Collateral Agent pursuant to the Guarantee and Collateral Agreement, together with an undated endorsement stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and thereof, (ii) each promissory note any Pledged Notes (if anyas defined in the Guarantee and Collateral Agreement) pledged required to be delivered to the Administrative Collateral Agent pursuant to the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form endorsed in blank) by the pledgor thereof; provided that if, notwithstanding thereof and (iii) to the use by extent the Loan Parties of commercially reasonable efforts (without undue burden or expense) to deliver to the Administrative Agent the certificates and undated stock powers have received any approvals required by clause the applicable Gaming Authorities (i) above and including those described in Section 10.24 in order to pledge the promissory notes and related transfer forms required Pledged Stock constituting Gaming Collateral of any entity licensed by clause (ii) aboveor registered with such Gaming Authorities), such the certificates, stock powersif any, promissory notes and/or transfer forms are not delivered as and all of the Closing Dateremaining Gaming Collateral, delivery of such items (other than any certificates representing if any, referred to in the shares of Capital Stock of Domestic Subsidiaries) shall not be a condition to the agreement of each Lender to make the initial extension of credit requested to be made by it (but shall be Guarantee and Collateral Agreement required to be satisfied within 90 days delivered to the Collateral Agent pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion))pledgor thereof.

Pledged Stock; Stock Powers; Pledged Notes. The Administrative Agent shall have received (i) the certificates representing the shares of Capital Stock of the U.S. Borrower and each Wholly-Owned Domestic Subsidiary of the U.S. Borrower (that is not an Immaterial Subsidiary) pledged pursuant to the Guarantee and Collateral AgreementSecurity Agreement (to the extent required thereby), together with an undated endorsement stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and thereof, (ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Guarantee and Collateral Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; thereof and (iii) all documentation required to be delivered on or prior to the Closing Date pursuant to the terms of each Foreign Pledge Agreement (it being understood that, to the extent any collateral in respect of the Security Agreement or any Foreign Pledge Agreement (other than (x) the pledge and perfection of the security interests in the capital stock (A) of each Borrower and (B) held by each Borrower and each Wholly-Owned Domestic Subsidiary of the U.S. Borrower (that is not an Immaterial Subsidiary) and (y) other assets pursuant to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code) is not provided that if, notwithstanding on the Closing Date after the use by the Loan Parties of commercially reasonable efforts (without undue burden or expense) to deliver to do so, the Administrative Agent the certificates and undated stock powers required by clause (i) above and the promissory notes and related transfer forms required by clause (ii) above, such certificates, stock powers, promissory notes and/or transfer forms are not delivered as of the Closing Date, delivery of such items (other than any certificates representing the shares of Capital Stock of Domestic Subsidiaries) collateral shall not be constitute a condition precedent to the agreement of each Lender to make the initial extension extensions of credit requested to be made by it (but shall be required to be satisfied within 90 days of on the Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion)hereunder).

Pledged Stock; Stock Powers; Pledged Notes. The Administrative Agent shall have received (i) the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated endorsement stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; provided that if, notwithstanding the use by the Loan Parties of commercially reasonable efforts (without undue burden or expense) to deliver to the Administrative Agent the certificates and undated stock powers required by clause (i) above and the promissory notes and related transfer forms required by clause (ii) above), such certificates, stock powers, promissory notes and/or transfer forms are not delivered as of the Closing Date, delivery of such items (other than any certificates representing the shares of Capital Stock of any Wholly Owned Subsidiaries that are Domestic Subsidiaries) shall not be a condition to the agreement of each Lender to make the initial extension of credit requested to be made by it (but shall be required to be satisfied within 90 days of the Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretionaccordance with Section 6.12(a)).

Pledged Stock; Stock Powers; Pledged Notes. The To the extent not previously delivered in connection with the Existing Credit Agreement, the Administrative Agent shall have received (i) the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated endorsement for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; provided that if, notwithstanding the use by the Loan Parties of commercially reasonable efforts (without undue burden or expense) to deliver to the Administrative Agent the certificates and undated stock powers required by clause (i) above and the promissory notes and related transfer forms required by clause (ii) above, such certificates, stock powers, promissory notes and/or transfer forms are not delivered as of the Closing Date, delivery of such items (other than any certificates representing the shares of Capital Stock of Domestic Subsidiaries) shall not be a condition to the agreement of each Lender to make the initial extension of credit requested to be made by it (but shall be required to be satisfied within 90 days of the Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion)).

Pledged Stock; Stock Powers; Pledged Notes. The Administrative Agent shall have received (i) the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated endorsement stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; provided that if, notwithstanding the use by the Loan Parties of commercially reasonable efforts (without undue delay, burden or expense) to deliver to the Administrative Agent the certificates and undated stock powers required by clause (i) above and the promissory notes and related transfer forms required by clause (ii) above, such certificates, stock powers, promissory notes and/or transfer forms are not delivered as of the Closing Date, delivery of such items (other than any certificates representing the shares of Capital Stock of Domestic Subsidiaries) shall not be a condition to the agreement of each Lender to make the initial extension of credit requested to be made by it (but shall be required to be satisfied within 90 60 days of the Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion)).

Pledged Stock; Stock Powers; Pledged Notes. The Administrative Agent At the first Closing Date hereunder, the Trustee (or its agents or bailees, pursuant to Section 2.09 of the Intercreditor Agreement) shall have received (i) the certificates representing the shares of Capital Stock Equity Interests (if any) pledged pursuant to the Guarantee and Collateral Security Agreement, together with an undated endorsement stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof thereof. Notwithstanding anything to the contrary, that to the extent any Collateral (other than (i) any Collateral to the extent that a Lien on such Collateral may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) each promissory note (if anydomestic intellectual property that may be perfected through the filing of a “short-form” intellectual property agreement with the U.S. Patent and Trademark Office and/or U.S. Copyright Office) pledged to is not or cannot be provided on the Administrative Agent pursuant to first Closing Date hereunder, after the Guarantee Company’s, the Co-Obligor’s and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; provided that if, notwithstanding the Guarantors’ use by the Loan Parties of commercially reasonable efforts (to do so or without undue burden or expense) to deliver , the delivery or provision of such Collateral shall not constitute a condition precedent to the Administrative Agent Purchaser’s obligation to purchase and pay for the certificates and undated stock powers required by clause (i) above and Notes on the promissory notes and related transfer forms required by clause (ii) abovefirst Closing Date hereunder, such certificates, stock powers, promissory notes and/or transfer forms are not delivered as of the Closing Date, delivery of such items (other than any certificates representing the shares of Capital Stock of Domestic Subsidiaries) shall not be a condition to the agreement of each Lender to make the initial extension of credit requested to be made by it (but shall will instead be required to be satisfied delivered, provided and/or perfected pursuant to arrangements to be mutually agreed by the Purchaser and the Company, in each case, within 90 sixty (60) days of the Closing Date (or such later date longer period as the Administrative Agent Purchaser may agree in its reasonable discretion))reasonably agree) after the first Closing Date hereunder.

Pledged Stock; Stock Powers; Pledged Notes. The Administrative Agent On or prior to the first Closing Date hereunder, the Trustee (or its agents or bailees, pursuant to Section 2.09 of the Intercreditor Agreement) shall have received (i) the certificates representing the shares of Capital Stock Equity Interests (if any) pledged pursuant to the Guarantee and Collateral Security Agreement, together with an undated endorsement stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof thereof. Notwithstanding anything to the contrary, that to the extent any Collateral (other than (i) any Collateral to the extent that a Lien on such Collateral may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) each promissory note (if anydomestic intellectual property that may be perfected through the filing of a “short-form” intellectual property agreement with the U.S. Patent and Trademark Office and/or U.S. Copyright Office) pledged to is not or cannot be provided on the Administrative Agent pursuant to first Closing Date hereunder, after the Guarantee Company’s, the Co-Obligor’s and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; provided that if, notwithstanding the Guarantors’ use by the Loan Parties of commercially reasonable efforts (to do so or without undue burden or expense) to deliver , the delivery or provision of such Collateral shall not constitute a condition precedent to the Administrative Agent Purchaser’s obligation to purchase and pay for the certificates and undated stock powers required by clause (i) above and Notes on the promissory notes and related transfer forms required by clause (ii) abovefirst Closing Date hereunder, such certificates, stock powers, promissory notes and/or transfer forms are not delivered as of the Closing Date, delivery of such items (other than any certificates representing the shares of Capital Stock of Domestic Subsidiaries) shall not be a condition to the agreement of each Lender to make the initial extension of credit requested to be made by it (but shall will instead be required to be satisfied delivered, provided and/or perfected pursuant to arrangements to be mutually agreed by the Purchaser and the Company, in each case, within 90 sixty (60) days of the Closing Date (or such later date longer period as the Administrative Agent Purchaser may agree in its reasonable discretion))reasonably agree) after the first Closing Date hereunder.

Pledged Stock; Stock Powers; Pledged Notes. The First Lien Administrative Agent shall have received (i) the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated endorsement stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; provided that if, notwithstanding the use by the Loan Parties of commercially reasonable efforts (without undue burden or expense) to deliver to the First Lien Administrative Agent the certificates and undated stock powers required by clause (i) above and the promissory notes and related transfer forms required by clause (ii) above), such certificates, stock powers, promissory notes and/or transfer forms are not delivered as of the Closing Date, delivery of such items (other than any certificates representing the shares of Capital Stock of Material Restricted Subsidiaries that are (x) Domestic Subsidiaries and (y) Wholly Owned Subsidiaries) shall not be a condition to the agreement of each Lender to make the initial extension of credit requested to be made by it (but shall be required to be satisfied within 90 30 days of the Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion)).

Pledged Stock; Stock Powers; Pledged Notes. The To the extent not previously delivered in connection with the Existing Credit Agreement, the Term Loan Administrative Agent shall have received (i) the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated endorsement for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; provided that if, notwithstanding the use by the Loan Parties of commercially reasonable efforts (without undue burden or expense) to deliver to the Term Loan Administrative Agent the certificates and undated stock powers required by clause (i) above and the promissory notes and related transfer forms required by clause (ii) above, such certificates, stock powers, promissory notes and/or transfer forms are not delivered as of the Closing Date, delivery of such items (other than any certificates representing the shares of Capital Stock of Domestic Subsidiaries) shall not be a condition to the agreement of each Lender to make the initial extension of credit requested to be made by it (but shall be required to be satisfied within 90 days of the Closing Date (or such later date as the Administrative Agent or the Term Loan Representative may agree in its reasonable discretion)).