Foreign Collateral Matters Sample Clauses
Foreign Collateral Matters. (a) For the purposes of any grant of security under the laws of the Province of Quebec which may in the future be required to be provided by any Obligor, the Administrative Agent is hereby irrevocably authorized and appointed by each of the Lenders to act as hypothecary representative (within the meaning of Article 2692 of the Civil Code of Quebec) for all present and future Lenders (in such capacity, the “Hypothecary Representative”) in order to hold any hypothec granted under the laws of the Province of Quebec and to exercise such rights and duties as are conferred upon the Hypothecary Representative under the relevant deed of hypothec and applicable laws (with the power to delegate any such rights or duties). Any Person who becomes a Lender or successor Administrative Agent shall be deemed to have consented to and ratified the foregoing appointment of the Administrative Agent as the Hypothecary Representative on behalf of all Lenders, including such Person and any Affiliate of such Person designated above as a Lender. For greater certainty, the Administrative Agent, acting as the Hypothecary Representative, shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favor of the Administrative Agent in this Agreement, which shall apply mutatis mutandis. In the event of the resignation of the Administrative Agent (which shall include its resignation as the Hypothecary Representative) and appointment of a successor Administrative Agent, such successor Administrative Agent shall also act as the Hypothecary Representative, as contemplated above.
(b) The Administrative Agent is hereby authorized to execute and deliver any Collateral Document expressed to be governed by the laws of the Netherlands or by the laws of the Federal Republic of Germany and agree with the creation of Parallel Debt obligations as provided for in Section 13 of the Affiliate Guaranty. The Administrative Agent may resign at any time by notifying the Lenders and the Obligors, provided that the parties hereto acknowledge and agree that, for purposes of any Collateral Document expressed to be governed by the laws of the Netherlands or by the laws of the Federal Republic of Germany, any resignation by the Administrative Agent is not effective with respect to its rights and obligations under the Parallel Debts until such rights and obligations are assigned to the successor agent. The resigning Administrative Agent will reasonably cooperate i...
Foreign Collateral Matters. (a) The Borrower, on its behalf and on behalf of its Subsidiaries, and each Lender, on its behalf and on the behalf of its affiliated Secured Parties, hereby irrevocably constitute the Administrative Agent as the holder of an irrevocable power of attorney (fondé de pouvoir within the meaning of Article 2692 of the Civil Code of Québec) in order to hold hypothecs and security granted by the Borrower or any Subsidiary on property pursuant to the laws of the Province of Québec to secure obligations of the Borrower or any Subsidiary under any bond, debenture or similar title of indebtedness issued by the Borrower or any Subsidiary in connection with this Agreement, and agree that the Administrative Agent may act as the bondholder and mandatary with respect to any bond, debenture or similar title of indebtedness that may be issued by the Borrower or any Subsidiary and pledged in favor of the Secured Parties in connection with this Agreement. Notwithstanding the provisions of Section 32 of the An Act respecting the special powers of legal persons (Québec), JPMorgan Chase Bank, N.A. as Administrative Agent may acquire and be the holder of any bond issued by the Borrower or any Subsidiary in connection with this Agreement (i.e., the fondé de pouvoir may acquire and hold the first bond issued under any deed of hypothec by the Borrower or any Subsidiary).
(b) The Administrative Agent is hereby authorized to execute and deliver any documents necessary or appropriate to create and perfect the rights of pledge for the benefit of the Secured Parties including a right of pledge with respect to the entitlements to profits, the balance left after winding up and the voting rights of the Borrower as ultimate parent of any subsidiary of the Borrower which is organized under the laws of the Netherlands and the Equity Interests of which are pledged in connection herewith (a “Dutch Pledge”). Without prejudice to the provisions of this Agreement and the other Loan Documents, the parties hereto acknowledge and agree with the creation of parallel debt obligations of the Borrower or any relevant Subsidiary as will be described in any Dutch Pledge (the “Parallel Debt”), including that any payment received by the Administrative Agent in respect of the Parallel Debt will - conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws of general application -...
Foreign Collateral Matters. Notwithstanding the ------------------------------------------ provisions of Section 9.1(g), (j) and (k) and Section 10.11 (but subject to Section 10.11(c)):
(a) with respect to any Foreign Subsidiary listed under the heading "Foreign Subsidiaries of which 65% of the Capital Stock is to be Pledged" in Schedule VI, the Company shall take the actions required by Section 9.1(j) and (k) (to the extent such actions have not already been taken pursuant to the Existing Credit Agreement) to pledge 65% of the Capital Stock of each such Foreign Subsidiary, and shall cause the applicable legal opinions required by Section 9.1(g) to be delivered, as promptly as practicable, and in any event within 120 days after the Restatement Effective Date; and with respect to any Foreign Subsidiary listed under the heading "Foreign Subsidiaries of which 100% of the Capital Stock is to be Pledged" in Schedule VI, the Company shall take the actions required by Section 9.1(j) and (k) (to the extent such actions have not already been taken pursuant to the Existing Credit Agreement) to pledge 100% of the Capital Stock of each such Foreign Subsidiary, and shall cause the applicable legal opinions required by Section 9.1(g) to be delivered, as promptly as practicable, and in any event within 120 days after the Restatement Effective Date; and
(b) the Company may satisfy the requirements of Sections 9.01(g), (j) and (k) and Section 10.11 with respect to any Excluded Foreign Subsidiary by transferring all of the Capital Stock of such Excluded Foreign Subsidiary to F-M International Group Inc.
Foreign Collateral Matters. Within 120 days after the Closing Date, unless otherwise extended or waived in writing by the Administrative Agent in its discretion, (i) the Borrower shall have authorized, executed and delivered (or caused to be authorized, executed and delivered) all documents and taken all actions necessary or appropriate to grant in favor of the Administrative Agent for the benefit of the Secured Parties a first priority pledge of 65% of the voting Equity Interests and 100% of the non-voting Equity Interests in each of the entities listed in Schedule 1.01D (the “Foreign Perfection Entities”) under the laws of the jurisdiction of such Subsidiary’s organization (including, without limitation, delivery of the Non-U.S. Pledge Agreements, and of all certificates, agreements or instruments, if any, representing such Equity Interests, of the Foreign Perfection Entities, accompanied by instruments of transfer endorsed in blank to the extent required or permitted under the jurisdiction of organization of the applicable issuer of such Equity Interests and the payment of all fees in connection therewith), (ii) the Administrative Agent shall have received, on behalf of itself and the Secured Parties, a favorable written opinion of counsel in the jurisdiction of organization of each of the Foreign Perfection Entities as shall be reasonably acceptable to the Administrative Agent, (a) dated no later than such 120th day after the Closing Date, (b) addressed to the Administrative Agent and the Lenders and (c) covering such matters relating to the Collateral Documents and the Loan Documents as the Administrative shall request, and (iii) the Administrative Agent shall have received certificates representing 65% of the voting Equity Interests and 100% of the non-voting Equity Interests held directly by any Loan Party in each “first tier” Non-U.S. Subsidiary listed on Schedule 5.11 for which Equity Interests are certificated, in each case together with undated stock powers or other instruments of transfer, endorsed in blank.
Foreign Collateral Matters. Notwithstanding the -------------------------- provisions of Section 5.01 (g), (h) and (j) and Section 6.11 (but subject to Section 6.11(c)):
(a) with respect to any Foreign Subsidiary which is a first-tier Foreign Subsidiary of the Company or any Domestic Subsidiary, the Company shall take the actions required by Section 5.01 (g) and (h) to pledge 65% of the Capital Stock of each such Foreign Subsidiary, and shall cause the applicable legal opinions required by Section 5.01 (j) to be delivered, as promptly as practicable, and in any event within 90 days after the Closing Date, in the case of any such Capital Stock which is currently subject to a pledge to secure the Existing Credit Agreement, and within 120 days after the Closing Date, in the case of any such Capital Stock which is not currently subject to a pledge to secure the Existing Credit Agreement; and
(b) the Company may satisfy the requirements of Sections 5.01 (g), (h) and (j) and Section 6.11 with respect to any Foreign Subsidiary by transferring all of the Capital Stock of such Foreign Subsidiary to F-M International Group Inc.
Foreign Collateral Matters. 50 ARTICLE VII.
Foreign Collateral Matters. 84 SECTION 10.13. Mortgages, etc.................................................................... 84
Foreign Collateral Matters. (a) Without prejudice to any clauses relating to the ranking, the priority or the application of recoveries, upon incurrence of any additional commitments/new debt financing being confirmed at any time after the date hereof, the relevant Loan Parties may grant to the relevant Lenders a Second Ranking Lien.
(b) The First Ranking Lien Beneficiaries agree that a Second Ranking Lien may be created in order to secure additional commitments/new debt financing being confirmed at any time after the date hereof.
(c) The Parties expressly agree that the Lenders which are beneficiaries of any Second Ranking Lien will receive the proceeds of enforcement of any Lien created pursuant to the Security Documents in accordance with Section 4.02 of the Collateral Agreement (Application of Proceeds) regardless of the ranking of the security stated in the Security Document creating the Second Ranking Lien.
(d) The First Ranking Lien Beneficiaries acknowledge and agree that (to the extent required to create or permit to subsist such Second Ranking Lien under French law) they will hold assets which are subject to Second Ranking Lien as tiers convenu (where applicable for the relevant Lien) for the beneficiaries of such Second Ranking Lien. As such they shall: (i) exercise their rights as tiers convenu in any manner directed by the Administrative Agent; and (ii) incur no liability whatsoever to any beneficiary of the Second Ranking Lien in acting as tiers convenu.
(e) For the avoidance of doubt, nothing in this Section 8.12 (Foreign Collateral Matters) shall restrict the First Ranking Lien Beneficiaries’ rights to enforce and/or to release the First Ranking Lien in accordance with this Agreement.
(f) Each of the beneficiaries agrees not to take any action to challenge the validity or enforceability of the Second Ranking Lien by reason of it being expressed to be second ranking (or any other lower ranking).
(g) Any Second Ranking Lien will provide that each of the beneficiaries of any such Second Ranking Lien agree not to take any action to challenge the validity or enforceability of any other Second Ranking Lien or any Prior Ranking Lien.
(h) Any decision to enforce any Lien shall be taken in accordance with the provisions of this Agreement regardless of the ranking of the relevant Lien and unless decided otherwise any decision to enforce the First Ranking Lien shall entail enforcement of all relevant Second Ranking Lien. Any proceeds of enforcement of the First Ranking Lien and ...
Foreign Collateral Matters. As soon as practicable and in any event no later than 30 Business Days after the Second Restatement Effective Date (or such later date as shall be acceptable to the Administrative Agent in its sole discretion), (a) (i) each of Swissco, GrafTech International Holdings and the Administrative Agent shall have executed an Amendment and Reaffirmation of the Pledge of Shares by Swissco and GrafTech International Holdings of the shares in GrafTech Iberica S.L. and (ii) each of Swissco and the Administrative Agent shall have executed an Amendment and Reaffirmation of the Pledge of Shares by Swissco of the shares in GrafTech Comercial ▇▇▇▇▇▇▇ ▇.▇., in each case in form and substance reasonably satisfactory to the Administrative Agent and (b) each of Swissco and GrafTech International Holdings shall have executed such further documents, instruments or agreements or taken such actions as the Administrative Agent may reasonably request to affirm, secure, renew or perfect the Liens of the shares of GrafTech Iberica S.L. or GrafTech Comercial ▇▇▇▇▇▇▇ ▇.▇., as applicable, including the notarization of any documents required under local law, the annotations of the pledges in any shareholders registry and the delivery of a legal opinion in form and substance reasonably satisfactory to the Administrative Agent. All of the actions referenced above shall be taken, and documents referenced above shall be delivered, at the sole expense of GrafTech and the Borrowers, including any recording charges, taxes, or other associated costs related thereto.