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...
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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 -...
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Foreign Collateral Matters. 46 ARTICLE VII.
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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.
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Foreign Collateral Matters. Notwithstanding the -------------------------- provisions of Section 7.01 (g), (h) and (i) and Section 8.11 (but subject to Section 8.11(c)): -71- (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 7.01 (h) and (i) to pledge 65% of the Capital Stock of each such Foreign Subsidiary, and shall cause the applicable legal opinions required by Section 7.01 (g) to be delivered, as promptly as practicable, and in any event within 120 days after the Closing 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 7.01(h) and (i) to pledge 100% of the Capital Stock of each such Foreign Subsidiary, and shall cause the applicable legal opinions required by Section 7.01(g) to be delivered, as promptly as practicable, and in any event within 120 days after the Closing Date; (b) the Company may satisfy the requirements of Sections 7.01 (g), (h) and (i) and Section 8.11 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.; and (c) the Company shall cause to be delivered, as promptly as practicable, and in any event within 120 days after the Closing Date, the UK Acquisition I Guarantee, the legal opinion of U.K. counsel in connection therewith and all other documents delivered in connection with the guarantee of U.K. Acquisition I under the Existing Multicurrency Agreement.
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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.
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Foreign Collateral Matters. 84 SECTION 10.13. Mortgages, etc.................................................................... 84
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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 Xxxxxxx X.X., 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 Xxxxxxx X.X., 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.
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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 ...
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Related to Foreign Collateral Matters

  • Collateral Matters (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

  • Rights in Collateral; Priority of Liens Borrower and each other Loan Party own the property granted by it as Collateral under the Collateral Documents, free and clear of any and all Liens in favor of third parties. Upon the proper filing of UCC financing statements, and the taking of the other actions required by Lender, the Liens granted pursuant to the Collateral Documents will constitute valid and enforceable first, prior and perfected (to the extent that Liens on the Collateral can be perfected by the filing of UCC financing statements) Liens on the Collateral in favor of Lender.

  • Actions with Respect to Shared Collateral; Prohibition on Contesting Liens (a) With respect to any Shared Collateral, (i) only the Applicable Authorized Representative shall act or refrain from acting with respect to the Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral), (ii) the Applicable Authorized Representative shall not follow any instructions with respect to such Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral) from any Non-Controlling Authorized Representative and (iii) no Non-Controlling Authorized Representative or other Secured Party (other than the Applicable Authorized Representative) shall or shall instruct the Applicable Authorized Representative to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral), whether under any Security Document, applicable law or otherwise, it being agreed that only the Applicable Authorized Representative, acting on the instructions of the Secured Parties (other than any Non-Controlling Secured Parties) and in accordance with the applicable Security Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Shared Collateral. Notwithstanding the equal priority of the Liens securing each Series of Obligations, the Applicable Authorized Representative may deal with the Shared Collateral as if such Applicable Authorized Representative had a senior Lien on such Collateral. No Non-Controlling Authorized Representative or Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Applicable Authorized Representative or Controlling Secured Party or any other exercise by the Applicable Authorized Representative or Controlling Secured Party of any rights and remedies relating to the Shared Collateral, or to cause the Applicable Authorized Representative to do so. The foregoing shall not be construed to limit the rights and priorities of any Secured Party, Applicable Authorized Representative or Authorized Representative with respect to any Collateral not constituting Shared Collateral. (b) Each of the Authorized Representatives agrees that it will not accept any Lien on any Collateral for the benefit of any Series of Obligations (other than funds deposited for the discharge or defeasance of any Additional Agreement) other than pursuant to the Security Documents and pursuant to Sections 2.05(c) or (j), 2.11(d) or (e) or 2.22 of the Credit Agreement, and by executing this Agreement (or a Joinder Agreement), each Authorized Representative and the Series of Secured Parties for which it is acting hereunder agree to be bound by the provisions of this Agreement and the other Security Documents applicable to it. (c) Each of the Secured Parties agrees that it will not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity, attachment or enforceability of a Lien held by or on behalf of any of the Secured Parties in all or any part of the Collateral, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Applicable Authorized Representative or any Authorized Representative to enforce this Agreement.

  • Impairment of Collateral Not use any material portion of the Collateral, or permit the same to be used, for any unlawful purpose, in any manner that is reasonably likely to materially adversely impair the value or usefulness of the Collateral, or in any manner inconsistent with the provisions or requirements of any policy of insurance thereon nor affix or install any accessories, equipment, or device on the Collateral or on any component thereof if such addition will materially impair the original intended function or use of the Collateral or such component.

  • Collateral Matters; Swap Agreements The benefit of the Security Instruments and of the provisions of this Agreement relating to any collateral securing the Indebtedness shall also extend to and be available to those Lenders or their Affiliates which are counterparties to any Swap Agreement with the Borrower or any of its Subsidiaries on a pro rata basis in respect of any obligations of the Borrower or any of its Subsidiaries which arise under any such Swap Agreement while such Person or its Affiliate is a Lender, but only while such Person or its Affiliate is a Lender, including any Swap Agreements between such Persons in existence prior to the date hereof. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under any such Swap Agreements.

  • TITLE TO COLLATERAL; PERMITTED LIENS Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify, so as to ensure that Silicon's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

  • Transactions Involving Collateral Except for inventory sold or accounts collected in the ordinary course of Grantor's business, Grantor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral. While Grantor is not in default under this Agreement, Grantor may sell inventory, but only in the ordinary course of its business and only to buyers who qualify as a buyer in the ordinary course of business. A sale in the ordinary course of Grantor's business does not include a transfer in partial or total satisfaction of a debt or any bulk sale. Grantor shall not pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any lien, security interest, encumbrance, or charge, other than the security interest provided for in this Agreement, without the prior written consent of Lender. This includes security interests even if junior in right to the security interests granted under this Agreement. Unless waived by Lender, all proceeds from any disposition of the Collateral (for whatever reason) shall be held in trust for Lender and shall not be commingled with any other funds; provided however, this requirement shall not constitute consent by Lender to any sale or other disposition. Upon receipt, Grantor shall immediately deliver any such proceeds to Lender.

  • Proceeds of Collateral Borrowers shall request in writing and otherwise take all necessary steps to ensure that all payments on Accounts or otherwise relating to Collateral are made directly to a Dominion Account (or a lockbox relating to a Dominion Account). If any Borrower or Subsidiary receives cash or Payment Items with respect to any Collateral, it shall hold same in trust for Agent and promptly (not later than the next Business Day) deposit same into a Dominion Account.

  • Limitation on Liens on Collateral Such Grantor shall not create, incur or permit to exist, will defend the Collateral against, and will take such other action as is necessary to remove, any Lien or claim on or to the Collateral, other than Liens permitted pursuant to the Credit Agreement and the other Loan Documents, and will defend the right, title and interest of the Collateral Agent and the other Secured Parties and the other holders of the Secured Obligations in and to any of the Collateral against the claims and demands of all Persons whomsoever.

  • Additional Collateral (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

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