Foreign Collateral Documents. (i) The Irish Parent Debenture, when executed and delivered, is effective to create in favor of the Collateral Agent, for the benefit of the Finance Parties, a legal, valid and enforceable (A) first priority security interest in the case of assets of Parent located in Ireland which are charged by fixed charge (if any); and (B) first priority security interest in the case of assets of Parent located in Ireland which are charged by floating charge (if any) subject only to any claims which may rank ahead pursuant to Section 29 of the Companies (Amendment) Xxx 0000, Section 285 of the Companies Act, 1963 and, subject to the filing of details of the Irish Parent Debenture in the Irish Companies Office in accordance with Section 99 of the Companies Xxx 0000, a fully perfected security interest in those assets.
(ii) The Irish Security Documents, when executed and delivered, are each effective to create in favour of the Collateral Agent, for the benefit of the Finance Parties, with respect to: (a) the debenture, a legal, valid and enforceable (A) first priority security interest in the case of assets of each of Jazz Financing I and Jazz Financing II located in Ireland which are charged by fixed charge (if any); and (B) first priority security interest in the case of assets of each of Jazz Financing I and Jazz Financing II located in Ireland which are charged by floating charge (if any) subject only to any claims which may rank ahead pursuant to Section 29 of the Companies (Amendment) Xxx 0000, Section 285 of the Companies Act, 1963 and, subject to the filing of details of the debenture in the Irish Companies Office in accordance with Section 99 of the Companies Xxx 0000, a fully perfected security interest in those assets; and:
Foreign Collateral Documents. Within (i) sixty (60) days for each Credit Party organized under the laws of Canada (or a province thereof) and Luxembourg and (ii) ninety (90) days for each Credit Party organized under the laws of Estonia, in each case following the Closing Date (or such later date as shall be approved by the Administrative Agent), shall deliver the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by an authorized officer of such applicable Credit Party and in form and substance reasonably satisfactory to the Administrative Agent:
(A) a security agreement or similar agreement expressed to be governed by the laws of Canada (or a province thereof), Luxembourg or Estonia, as applicable (as amended, restated, supplemented or otherwise modified from time to time, each a “Foreign Security Instrument”), with respect to which such Credit Party grants or conveys to the Administrative Agent a Lien in the present and future Collateral (or any similarly defined term set forth therein in such agreement) of such Credit Party on substantially similar terms as the Security Agreement but giving effect to any substantive or procedural legal requirements of the applicable jurisdiction, together with:
(B) to the extent applicable, filings in form appropriate for filing in all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under each Foreign Security Instrument, covering the Collateral described therein;
(C) copies of applicable lien searches or equivalent reports, each of a recent date listing all effective lien notices or comparable documents (together with copies of such documents) that name any such Credit Party as debtor and that are filed in those jurisdictions in which any such Credit Party is organized or maintains its principal place of business, in each case, to the extent such searches or reports are available at a reasonable expense in such jurisdiction; and
(D) a stock pledge expressed to be governed by the laws of Canada (or a province thereof), Luxembourg or Estonia, as applicable, with respect to which the parent of such Credit Party grants or coveys to the Administrative Agent a pledge in the stock (or local equivalent) of such Credit Party on substantially similar terms as the Security Agreement but giving effect to any substantive or procedural legal requirements of the applicable jurisdiction.
Foreign Collateral Documents. Jurisdiction Security Documents Belgium 1. A Belgian law governed Omnibus Pledge Agreement covering receivables, bank accounts and the business; and 2. Deposit account control agreement(s). #96393093v27 France 1. Master Daily Assignment Agreement (ABL); 2. First Ranking Bank Accounts Pledge Agreement (ABL); 3. Deposit account(s) control agreement(s) (ABL); 4. First Ranking Intragroup Receivables Pledge Agreement (ABL); 5. Fourth Ranking Pledge of Securities Account Agreement (ABL), together with the related statement of pledge; 6. First Ranking Pledge over future refunding receivables agreement (superpriority credit agreement); 7. Second Ranking Bank Accounts pledge agreement (superpriority credit agreement); 8. Second Ranking Intragroup Receivables Pledge Agreement (superpriority credit agreement); 9. First Ranking Pledge of securities account agreement (superpriority credit agreement), together with the related statement of pledge; 10. Second Ranking Pledge over future refunding receivables agreement (2025 U.S. notes); 11. Third Ranking Bank Accounts Pledge Agreement (2025 U.S. notes); 12. Third Ranking Intragroup Receivables Pledge Agreement (2025 U.S. notes); 13. Second Ranking Pledge of Securities Account Agreement (2025 U.S. notes), together with the related statement of pledge; 14. Second Ranking Pledge over future refunding receivables agreement (2025 E.U. notes); 15. Third Ranking Bank Accounts Pledge Agreement (2025 E.U. notes); #96393093v27
Foreign Collateral Documents. The Company and each Subsidiary party to the Foreign Collateral Documents or any additional pledge agreements, security agreements, or other documents or instruments in respect of foreign Collateral required by the Pledge Agreement or the Security Agreement shall, as soon as practicable using commercially reasonable efforts, but within 90 days of the Effective Date or such longer period as the Administrative Agent shall agree, (i) enter into such amendments or supplements thereto or other instruments or agreements, each in form and substance satisfactory to the Administrative Agent, as may be necessary or desirable in order to continue and preserve the perfection and priority of the security interest granted upon such Collateral pursuant to such Foreign Collateral Documents or other agreements, documents or instruments, and (ii) deliver such certificates, evidences of corporate or other organizational actions, notations and registrations, financing statements, opinions of counsel, powers of attorney and other documents relating thereto as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent.
Foreign Collateral Documents. 20. Dutch Collateral Documents Confirmation Agreement with respect to (i) the Deed of Pledge on shares in the capital of Insight Enterprises Holdings B.V. between Insight Direct in its capacity as general partner of Insight Enterprises C.V. as pledgor, the Agent as pledgee and Insight Enterprises Holdings B.V., as company and (ii) the Deed of Pledge on shares in the capital of Insight Enterprises B.V. between Insight Enterprises Holdings B.V. as pledgor, the Agent, as pledgee and Insight Enterprises B.V., as company. ¨ Insight Enterprises C.V. ¨ Insight Enterprises Holdings B.V. ¨ Insight Tech ¨ Insight Direct ¨ Dutch Borrower ¨ Agent
Foreign Collateral Documents. The Company and each Subsidiary party to any pledge agreements, security agreements, or other documents or instruments in respect of foreign Collateral required by the Pledge Agreement or the Security Agreement shall, as soon as practicable using commercially reasonable efforts, but within the period specified in the Pledge Agreement or Security Agreement, as applicable, (i) enter into such agreements, document or instruments, each in form and substance satisfactory to the Administrative Agent, as may be necessary or desirable in order to create and preserve the perfection and priority of the security interest granted upon such Collateral pursuant to such agreements, documents or instruments, and (ii) deliver such certificates, evidences of corporate or other organizational actions, notations and registrations, financing statements, opinions of counsel, powers of attorney and other documents relating thereto as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent.
Foreign Collateral Documents. Beginning June 30, 2005, the Credit Parties shall deliver to the Administrative Agent such Foreign Collateral Documents as the Administrative Agent deems reasonably necessary or appropriate under the laws of each applicable jurisdiction to grant to the Administrative Agent a first priority perfected security interest in the Capital Stock of each first-tier Foreign Subsidiary of the Borrower and the other Credit Parties. If necessary, the parties hereto shall enter into an amendment to this Agreement deemed reasonably necessary or appropriate by the Administrative Agent to facilitate the granting, perfection or enforcement of the Administrative Agent’s security interest in such Capital Stock, including, without limitation, amendments adding the concept of parallel debt and powers of attorney.
Foreign Collateral Documents. Within 30 days after the Closing Date, deliver to the Collateral Agent:
(a) a favorable written opinion of local counsel to the Loan Parties in France, concerning the pledge of 65% of the shares of DI France SAS and the debt obligations of DI France SAS owing to the Euro Borrower, together with duly executed Foreign Collateral Documents effecting such pledge;
(b) a favorable written opinion of local counsel to the Loan Parties in Luxembourg, concerning the pledge of 65% of the shares of the Euro Borrower owned by the Dresser International, Inc., together with duly executed Foreign Collateral Documents effecting such pledge;
(c) a favorable written opinion of local counsel to the Loan Parties in the Netherlands, concerning the pledge of 65% of the shares of DI Netherlands B.V. and the debt obligations of DI Netherlands B.V. owing to the Euro Borrower, together with duly executed Foreign Collateral Documents effecting such pledge
(d) a favorable written opinion of local counsel to the Loan Parties in Sweden, concerning the pledge of 65% of the shares of DI Sweden AB and the debt obligations of DI Sweden AB owing to the Euro Borrower and the U.S. Borrower, together with duly executed Foreign Collateral Documents effecting such pledge; and
(e) a favorable written opinion of local counsel to the Loan Parties in Italy, concerning the pledge of the debt obligations of DEG Italia S.p.A. owing to the U.S. Borrower, together with duly executed Foreign Collateral Documents effecting such pledge; and
(f) a favorable written opinion of local counsel in each of the jurisdictions listed on Schedule 5.14, concerning the pledge of the stock and intercompany obligations related to such jurisdiction listed on such Schedule, together with duly executed Foreign Collateral Documents effecting such pledge; Each opinion delivered pursuant to this Section 5.14 shall be (i) addressed to each Issuing Bank, the Term Administrative Agent, the Revolving Administrative Agent, the Collateral Agent and the Lenders and (ii) in form and substance reasonably satisfactory to the Term Administrative Agent, and each Loan Party hereby instructs its counsel to deliver such opinion. The Collateral Agent, in each case, may (in its sole discretion) extend any date for delivery of any document required under this Section 5.14 on two separate occasions by up to 30 days on each such occasion.
Foreign Collateral Documents. (a) The French Guaranty and the French Collateral Documents, duly executed by the French Subsidiary or any other Subsidiary of Company which is a shareholder of the French Subsidiary, along with customary certified corporate deliverables and collateral filings required to be made at the French Subsidiary’s expense in accordance with such French Collateral Documents, (b) the Spanish Guaranty and the Spanish Collateral Documents, duly executed by GFA SAU, along with customary certified corporate deliverables and collateral filings required in connection therewith, (c) evidence that the lien on the business concern (fonds de commerce) of FerroPem related to an agreement dated 1 August 2013 has been released, (d) in respect of the French Subsidiary, a legal opinion of counsel to the French Subsidiary as to capacity of the French Subsidiary, substantially in the form distributed to the Joint Lead Arrangers relating thereto and a legal opinion of counsel to the Joint Lead Arrangers as to enforceability and validity matters, in form and substance reasonably acceptable to the Joint Lead Arrangers relating thereto and (e) in respect of GFA SAU, a legal opinion of counsel to GFA SAU as to capacity of GFA SAU, substantially in the form distributed to the Joint Lead Arrangers relating thereto and a legal opinion of counsel to the Joint Lead Arrangers as to enforceability and validity matters, in form and substance reasonably acceptable to the Joint Lead Arrangers relating thereto.
Foreign Collateral Documents. The assets pledged or transmitted under the Netherlands Collateral Documents, the Luxembourg Collateral Document, the Mexico Collateral Documents and the Portugal Collateral Documents to secure the Secured Obligations constitute substantially all of the real and personal property, and substantially all of the tangible and intangible property, of the Netherlands Loan Guarantors, the Mexico Loan Guarantors and the Portugal Loan Guarantor, respectively, and the entirety of the Equity Interests issued by the Netherlands Loan Parties, Mexico Loan Guarantors and the Portugal Loan Guarantor, respectively.
