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

Pledged Stock; Stock Powers; Pledged Notes. The Agent shall have received (i) copies of the certificates representing the shares, if any, of Equity Interests of Holdings and the Borrower and (to the extent required by the terms of the Security Documents) each of the Borrower’s Subsidiaries pledged to the Agent pursuant to (and, in the case of the Equity Interests of any Foreign Subsidiary (other than Excluded Subsidiaries), subject to the limitations of) the Security Documents, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) copies of each promissory note (if any) required to be pledged to the Agent pursuant to the Security Documents endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof. The original certificates and notes shall have been delivered to the Term Agent.

Pledged Stock; Stock Powers; Pledged Notes. The Agent shall have received (i) copies of the original certificates representing the shares, if any, of Equity Interests of Holdings and the Borrower and (to the extent required by the terms of the Security Documents) each of the Borrower’s Subsidiaries pledged to the Agent pursuant to (and, in the case of the Equity Interests of any Foreign Subsidiary (other than Excluded Subsidiaries), subject to the limitations of) the Security Documents, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) copies of each promissory note (if any) required to be pledged to the Agent pursuant to the Security Documents endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof. The original certificates and notes shall have been delivered to the Term Agent.

Pledged Stock; Stock Powers; Pledged Notes. The Collateral Agent shall have received (i) copies of the certificates representing the shares, if any, of Equity Interests Capital Stock of Holdings and the Borrower and (to the extent required by the terms of the Security DocumentsGuarantee and Collateral Agreement) each of the Borrower’s Subsidiaries pledged to the Collateral Agent pursuant to (and, in the case of the Equity Interests Capital Stock of any Foreign Subsidiary (other than Excluded Subsidiaries)Subsidiary, subject to the limitations of) the Security DocumentsGuarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) copies of each promissory note (if any) required to be pledged to the Collateral Agent pursuant to the Security Documents Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof. The original certificates and notes shall have been delivered to the Term Agent.

Pledged Stock; Stock Powers; Pledged Notes. The Administrative Agent shall have received (i) copies of the certificates representing the shares, if any, of Equity Interests Capital Stock of Holdings and the Borrower Borrowers and (to the extent required by the terms of Section 6.8(d) and the Security DocumentsGuarantee and Collateral Agreement) each of the Borrower’s Borrowers’ Subsidiaries pledged to the Administrative Agent pursuant to (and, in the case of the Equity Interests Capital Stock of any Foreign Subsidiary (other than Excluded Subsidiaries)Subsidiary, subject to the limitations of) the Security DocumentsGuarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) copies of each promissory note (if any) required to be pledged to the Administrative Agent pursuant to the Security Documents Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof. The original certificates and notes shall have been delivered to the Term Agent.

Pledged Stock; Stock Powers; Pledged Notes. The Agent shall have received (i) copies of the certificates representing the shares, if any, shares of Equity Interests Capital Stock of Holdings and the Borrower and (each Domestic Subsidiary pledged pursuant to the extent required by the terms of the Security Documents) each of the Borrower’s Subsidiaries pledged to the Agent pursuant to (and, in the case of the Equity Interests of any Foreign Subsidiary (other than Excluded Subsidiaries), subject to the limitations of) the Security DocumentsAgreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and thereof, (ii) copies of each promissory note and other instrument (if any) required to be pledged to the Agent pursuant to the Security Documents Agreement (to the extent required thereby) endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof and (iii) the certificates representing the shares of Capital Stock of each Restricted Subsidiary formed under the laws of Canada (or any province thereof. The original certificates and notes shall have been delivered ) that are pledged pursuant to the Term AgentSecurity Agreement (to the extent required thereby), together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof.

Pledged Stock; Stock Powers; Pledged Notes. The Administrative Agent shall have received (i) copies of the certificates representing the shares, if any, of Equity Interests Capital Stock of Holdings and the Borrower and (to the extent required by the terms of the Security DocumentsGuarantee and Collateral Agreement) each of the Borrower’s Subsidiaries pledged to the Administrative Agent pursuant to (and, in the case of the Equity Interests Capital Stock of any Foreign Subsidiary (other than Excluded Subsidiaries)Subsidiary, subject to the limitations of) the Security DocumentsGuarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) copies of each promissory note (if any) required to be pledged to the Administrative Agent pursuant to the Security Documents Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof. The original certificates and notes shall have been delivered to the Term Agent.

Pledged Stock; Stock Powers; Pledged Notes. The Agent shall have received (i) copies of the certificates representing the shares, if any, of Equity Interests of Holdings and the Borrower Borrowers and (to the extent required by the terms of the Security Documents) each of the Borrower’s Borrowers’ Subsidiaries pledged to the Agent pursuant to (and, in the case of the Equity Interests of any Foreign Subsidiary (other than Excluded Subsidiaries), subject to the limitations of) the Security Documents, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) copies of each promissory note (if any) required to be pledged to the Agent pursuant to the Security Documents endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof. The original certificates and notes shall have been delivered to the Term Agent.

Pledged Stock; Stock Powers; Pledged Notes. The Collateral Agent shall have received (i) copies of the certificates representing the shares, if any, of Equity Interests Capital Stock of Holdings each Parent Company (other than LLC Parent) and the each Borrower and (to the extent required by the terms of the Security DocumentsGuarantee and Collateral Agreement) each of the Borrower’s Borrowers’ Subsidiaries pledged to the Collateral Agent pursuant to (and, in the case of the Equity Interests Capital Stock of any Foreign Subsidiary (other than Excluded Subsidiaries)Subsidiary, subject to the limitations of) the Security DocumentsGuarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) copies of each promissory note (if any) required to be pledged to the Collateral Agent pursuant to the Security Documents Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof. The original certificates and notes shall have been delivered to the Term Agent.

Pledged Stock; Stock Powers; Pledged Notes. The Administrative Agent shall have received original copies of (i) copies of the certificates representing the shares, if any, shares of Equity Interests of Holdings and the Borrower and (Capital Stock pledged pursuant to the extent required by the terms of the Security Documents) each of the Borrower’s Subsidiaries pledged to the Agent pursuant to (and, in the case of the Equity Interests of any Foreign Subsidiary (other than Excluded Subsidiaries), subject to the limitations of) the Security DocumentsGuarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof thereof, and (ii) copies of each promissory note (if any) required to be pledged to the Administrative Agent pursuant to the Security Documents Guarantee and Collateral Agreement, endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof. The original ; provided that, with respect to any Foreign Subsidiary of the Borrower which has not issued certificates and notes as of the Closing Date, the Borrower shall have been delivered deliver the certificates representing 65% of the shares of Capital Stock of such Foreign Subsidiaries pledged pursuant to the Term AgentGuarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, within 30 days after the Closing Date (or such longer period as Administrative Agent may agree).

Pledged Stock; Stock Powers; Pledged Notes. The Collateral Agent shall have received (i) copies of the certificates representing the shares, if any, of Equity Interests Capital Stock of Holdings each Parent Company (other than Ultimate Parent) and the Borrower and (to the extent required by the terms of the Security DocumentsGuarantee and Collateral Agreement) each of the Borrower’s Subsidiaries pledged to the Collateral Agent pursuant to (and, in the case of the Equity Interests Capital Stock of any Foreign Subsidiary (other than Excluded Subsidiaries)Subsidiary, subject to the limitations of) the Security DocumentsGuarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) copies of each promissory note (if any) required to be pledged to the Collateral Agent pursuant to the Security Documents Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof. The original certificates and notes shall have been delivered to the Term Agent.

Pledged Stock; Stock Powers; Pledged Notes. The Agent collateral agent under the First Lien Loan Documents shall have received (i) copies of the certificates representing the shares, if any, of Equity Interests Capital Stock of Holdings and the Borrower and (to the extent required by the terms of the Security DocumentsGuarantee and Collateral Agreement) each of the Borrower’s Subsidiaries pledged to the Administrative Agent pursuant to (and, in the case of the Equity Interests Capital Stock of any Foreign Subsidiary (other than Excluded Subsidiaries)Subsidiary, subject to the limitations of) the Security DocumentsGuarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) copies of each promissory note (if any) required to be pledged to the Administrative Agent pursuant to the Security Documents Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof. The original certificates and notes shall have been delivered to the Term Agent.

Pledged Stock; Stock Powers; Pledged Notes. The Administrative Agent shall have received (iA) copies of the certificates representing the shares, if any, shares of Equity Interests of Holdings and the Borrower and (to the extent required by the terms of the Security Documents) each of the Borrower’s Subsidiaries Capital Stock pledged to the Administrative Agent (for the benefit of the Secured Parties) pursuant to (and, in the case of the Equity Interests of any Foreign Subsidiary (other than Excluded Subsidiaries), subject to the limitations of) the Security DocumentsGuarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof thereof, provided that to the extent the Capital Stock is not certificated on the Closing Date, no Loan Party shall be under the obligation to issue such stock certificates to the extent not required to be certificated pursuant to applicable Requirements of Law, and (iiB) copies of each promissory note (if any) required to be pledged to the Administrative Agent (for the benefit of the Secured Parties) pursuant to the Security Documents Guarantee and Collateral Agreement, endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof. The original certificates and notes shall have been delivered to the Term Agent.

Pledged Stock; Stock Powers; Pledged Notes. The Administrative Agent shall have received (i) copies of the certificates representing the shares, if any, shares of Equity Interests Capital Stock of Holdings the Target and the Borrower and (its Subsidiaries pledged pursuant to the extent required by the terms of the Security Documents) each of the Borrower’s Subsidiaries pledged to the Agent pursuant to (and, in the case of the Equity Interests of any Foreign Subsidiary (other than Excluded Subsidiaries), subject to the limitations of) the Security DocumentsGuarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and thereof, (ii) copies of each promissory note (if any) required to be pledged to the Administrative Agent by the Target and its Subsidiaries pursuant to the Security Documents Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof. The original certificates thereof and notes shall have been delivered (iii) with respect to any Capital Stock of any Foreign Subsidiary of the Target and its Subsidiaries pledged pursuant to the Term AgentGuarantee and Collateral Agreement, evidence that such pledge of such Capital Stock has been duly noted, if necessary or appropriate under applicable law, in the transfer or registry records of such Foreign Subsidiary.

Pledged Stock; Stock Powers; Pledged Notes. The Except as set forth on Schedule 5.1(b), the Administrative Agent shall have received (i) copies of the certificates representing the shares, if any, shares of Equity Interests of Holdings and the Borrower and (to the extent required by the terms of the Security Documents) each of the Borrower’s Subsidiaries Capital Stock pledged to the Agent pursuant to (andeach Guarantee and Collateral Agreement or any other pledge agreement, charge or foreign equivalent in the case of the Equity Interests respect of any Foreign Subsidiary (other than Excluded Subsidiaries), subject to the limitations of) the Security DocumentsSubsidiary, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof or, if no such certificates exist in respect of any Foreign Subsidiary, evidence satisfactory to the Administrative Agent that such shares have been pledged and such pledge has been perfected and (ii) copies of each promissory note (if any) required to be pledged to the Administrative Agent pursuant to the Security Documents each Guarantee and Collateral Agreement or any other pledge agreement, charge or foreign equivalent in respect of any Foreign Subsidiary, endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof. The original certificates and notes shall have been delivered to the Term Agent.

Pledged Stock; Stock Powers; Pledged Notes. The Agent shall have received (i) copies of the certificates representing the shares, if any, of Equity Interests of Holdings and the Borrower and (to the extent required by the terms of the Security Documents) each of the Borrower’s Subsidiaries pledged to the Agent pursuant to (and, in the case of the Equity Interests of any Foreign Subsidiary (other than Excluded SubsidiariesSubsidiaries described in clause (a) - (c) or (e) - (h) of the definition thereof), subject to the limitations of) the Security Documents, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) copies of each promissory note (if any) required to be pledged to the Agent pursuant to the Security Documents endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof. The original certificates and notes shall have been delivered to the Term Agent.

Pledged Stock; Stock Powers; Pledged Notes. The Collateral Agent shall have received (i) copies of the certificates representing the shares, if any, of Equity Interests Capital Stock of Holdings and the Borrower and (to the extent required by the terms of the Security DocumentsGuarantee and Collateral Agreement) each of the Borrower’s Subsidiaries pledged to the Administrative Agent pursuant to (and, in the case of the Equity Interests Capital Stock of any Foreign Subsidiary (other than Excluded Subsidiaries)Subsidiary, subject to the limitations of) the Security DocumentsGuarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) copies of each promissory note (if any) required to be pledged to the Administrative Agent pursuant to the Security Documents Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof. The original certificates and notes shall have been delivered to the Term Agent.

Pledged Stock; Stock Powers; Pledged Notes. The Administrative Agent shall have received (i) copies of the certificates representing the shares, if any, shares of Equity Interests of Holdings and the Borrower and (Capital Stock pledged pursuant to the extent required Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by the terms a duly authorized officer of the Security Documentspledgor thereor, (ii) the executed certificates representing the shares of Capital Stock pledged pursuant to the Share Charges by each UK Borrower (including a certified copy of members of the Borrower’s Subsidiaries relevant UK Subsidiary evidencing the transfer of such Capital Stock pledged to the Agent pursuant to (and, in the case of the Equity Interests of any Foreign Subsidiary (other than Excluded SubsidiariesAdministrative Agent), subject to the limitations of) the Security Documents, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof (to the extent applicable), and (iiiii) copies of each promissory note (if any) required to be pledged to the Administrative Agent pursuant to the Security Documents Guarantee and Collateral Agreements endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereofthereof . The original certificates and notes All actions with respect to Pledged Stock of Foreign Subsidiaries to be taken as of the Closing Date as specified in the Security Documents shall have been delivered to the Term Agent.taken;

Pledged Stock; Stock Powers; Pledged Notes. The Administrative Agent shall have received (i) copies of the certificates representing the shares, if any, of Equity Interests Capital Stock of Holdings and the Borrower and (to the extent required by the terms of Section 6.8(d) and the Security DocumentsGuarantee and Collateral Agreement) each of the Borrower’s Subsidiaries pledged to the Administrative Agent pursuant to (and, in the case of the Equity Interests Capital Stock of any Foreign Subsidiary (other than Excluded Subsidiaries)Subsidiary, subject to the limitations of) the Security DocumentsGuarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) copies of each promissory note (if any) required to be pledged to the Administrative Agent pursuant to the Security Documents Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof. The original certificates and notes shall have been delivered to the Term Agent.

Pledged Stock; Stock Powers; Pledged Notes. The Agent shall have received (i) copies of the certificates representing the shares, if any, of Equity Interests of Holdings and the Borrower and (to the extent required by the terms of the Security Documents) each of the Borrower’s Subsidiaries pledged to the Agent pursuant to (and, in the case of the Equity Interests of any Foreign Subsidiary (other than Excluded Subsidiaries), subject to the limitations of) the Security Documents, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) copies of each promissory note (if any) required to be pledged to the Agent pursuant to the Security Documents endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof. The original certificates and notes shall have been delivered to the Term AgentAgent (as such term was defined in this Agreement immediately prior to the Second Amendment).

Pledged Stock; Stock Powers; Pledged Notes. The Except as provided pursuant to Section 6.16, the Agent shall have received (i) copies of the original certificates representing the shares, if any, of Equity Interests of Holdings Holdings, the Borrower, and the Borrower each other Loan Party and (to the extent required by the terms of the Security Documents) each of the Borrower’s Subsidiaries pledged to the Agent pursuant to (and, in the case of the Equity Interests of any Foreign Subsidiary (other than Excluded Subsidiaries), subject to the limitations of) the Security Documents, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) copies of each promissory note (if any) required to be pledged to the Agent pursuant to the Security Documents endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof. The original certificates and notes shall have been delivered to the Term Agent.

Pledged Stock; Stock Powers; Pledged Notes. The Subject to the provisions of Section 5.3 and to the extent not previously delivered to the Administrative Agent prior to the Closing Date pursuant to the terms of the Existing Credit Facility Loan Documents, the Administrative Agent shall have received original versions of (iA) copies of the certificates representing the shares, if any, shares of Equity Interests of Holdings and the Borrower and (to the extent required by the terms of the Security Documents) each of the Borrower’s Subsidiaries Pledged Stock pledged to the Administrative Agent (for the ratable benefit of the Secured Parties) pursuant to (and, in the case Guarantee and Collateral Agreement as of the Equity Interests of any Foreign Subsidiary (other than Excluded Subsidiaries), subject to the limitations of) the Security DocumentsClosing Date, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof thereof, and (iiB) copies of each promissory note (if any) required to be pledged to the Administrative Agent (for the ratable benefit of the Secured Parties) as of the Closing Date pursuant to the Security Documents Guarantee and Collateral Agreement (including any such promissory notes evidencing intercompany indebtedness owing by any Affiliate of such Loan Party to such Loan Party), endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof. The original certificates and notes shall have been delivered to the Term Agent.