Common use of US Pledge Agreement; Lien Searches Clause in Contracts

US Pledge Agreement; Lien Searches. (i) On the Effective Date, each US Credit Party shall have duly authorized, executed and delivered the US Pledge Agreement in the form of Exhibit G (together with such local law pledge agreements as the Administrative Agent may reasonably request covering the capital stock of any Foreign Subsidiary directly owned by a US Credit Party, in each case as modified, supplemented or amended from time to time, collectively, the “US Pledge Agreement”) and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the Certificated Securities, if any, referred to (and as defined) therein and owned by such US Credit Party (other than any Certificated Securities with respect to the following Subsidiaries so long as (I) such entity either (x) conducts substantially no business other than in connection with its liquidation and distribution of its assets, if any, by transfer, dividend or merger or (y) is not a Material Subsidiary: (A) Xxxxxxxx Mexico, S.A. de X.X. de C.V., (B) Xxxxxxxx Investments, S.A. de X.X. de C.V., (C) Portola Packaging Inc. Mexico S.A. de C.V., (D) Asesoria Maxima S.A. de C.V., (E) Integra-Seal Industries LLC, (F) Portola Tech International, Inc. and (G) Portola (Asia Pacific) Holding Company Limited (Hong Kong) or (II) the equity interests of such Subsidiary are permitted to be transferred pursuant to clause (vii) of the definition of Restructuring Transaction), together with executed and undated stock powers in the case of capital stock constituting Certificated Securities, and the US Pledge Agreement shall be in full force and effect (it being understood that, as of the Effective Date, the only local law pledge agreements that shall be required are those governed by the laws of Canada as set forth in Section 6.01(g) and of The Netherlands as set forth in Section 6.01(h)). (ii) The Administrative Agent shall have received proper Financing Statements (Form UCC-1 or the appropriate equivalent) for filing under the UCC of each jurisdiction as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests purported to be created by the US Pledge Agreement. (iii) The Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy and tax matters), in form and substance reasonably satisfactory to the Administrative Agent, made against the US Credit Parties under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of such US Credit Party, indicating among other things that the assets of each such US Credit Party are free and clear of any Lien (except for Permitted Liens).

US Pledge Agreement; Lien Searches. (i) On the Effective Date, each US Credit Party shall have duly authorized, executed and delivered the US Pledge Agreement in the form of Exhibit G (together with such local law pledge agreements as the Administrative Agent may reasonably request covering the capital stock of any Foreign Subsidiary directly owned by a US Credit Party, in each case as modified, supplemented or amended from time to time, collectively, the “US Pledge Agreement”) and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the Certificated Securities, if any, referred to (and as defined) therein and owned by such US Credit Party (other than any Certificated Securities with respect to the following Subsidiaries so long as (I) such entity either (x) conducts substantially no business other than in connection with its liquidation and distribution of its assets, if any, by transfer, dividend or merger or (y) is not a Material Subsidiary: (A) Xxxxxxxx Mexico, S.A. de X.X. de C.V., (B) Xxxxxxxx Investments, S.A. de X.X. de C.V., (C) Portola Packaging Inc. Mexico S.A. de C.V., (D) Asesoria Maxima S.A. de C.V., (E) Integra-Seal Industries LLC, (F) Portola Tech International, Inc. and (G) Portola (Asia Pacific) Holding Company Limited (Hong Kong) or (II) the equity interests of such Subsidiary are permitted to be transferred pursuant to clause (vii) of the definition of Restructuring Transaction), together with executed and undated stock powers in the case of capital stock constituting Certificated Securities, and the US Pledge Agreement shall be in full force and effect (it being understood that, as of the Effective Date, the only local law pledge agreements that shall be required are those governed by the laws of Canada as set forth in Section 6.01(g) and of The Netherlands as set forth in Section 6.01(h)).. 129 150546217_8170136845_8 (ii) The Administrative Agent shall have received proper Financing Statements (Form UCC-1 or the appropriate equivalent) for filing under the UCC of each jurisdiction as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests purported to be created by the US Pledge Agreement. (iii) The Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy and tax matters), in form and substance reasonably satisfactory to the Administrative Agent, made against the US Credit Parties under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of such US Credit Party, indicating among other things that the assets of each such US Credit Party are free and clear of any Lien (except for Permitted Liens).