Foreign Personal Property. Except as may be agreed by the Administrative Agent, the Credit Parties (other than Credit Parties that are Foreign Subsidiaries of FMCH) will grant a security interest in all material personal property (including all accounts, contract rights, deposit accounts, chattel paper, insurance proceeds, inventory, investments and financial assets, general intangibles, intellectual property, licenses, machinery and equipment) located outside the United States with a fair value in excess of $5 million in any instance (or otherwise determined to be material in the reasonable discretion of the Administrative Agent). The scope of the security interests will contain exceptions and qualifications reasonably acceptable to the Administrative Agent, and will not include Excluded Personal Property. Further, the Administrative Agent, in consultation with FMCAG, shall do an analysis of the relative benefits associated with the prospective pledge and where, in its reasonable discretion, the Administrative Agent shall make a determination, taking into account local custom and practice, that the costs, circumstances and requirements under local law associated with the pledge outweigh the relative benefits of the pledge, then, in any such case, the pledge will not be required. In connection with the a grant of security interests under this subsection, the Credit Parties will deliver to the Administrative Agent within ninety (90) days (with extensions as deemed necessary by the Administrative Agent) (i) a security agreement in form and substance reasonably satisfactory to the Administrative Agent, executed in multiple counterparts, (ii) filings and notices of grant of security interest in respect of such personal property as may be necessary or appropriate to perfect the subject interests and otherwise reasonably satisfactory to the Administrative Agent, (iii) such opinions of counsel as the Administrative Agent may deem necessary or appropriate, in form and substance reasonably satisfactory to the Administrative Agent, (iv) evidence of casualty insurance (consistent with the requirements for insurance hereunder) on personal property showing the Collateral Agent and loss payee (if insurance is provided by a commercial insurer), and (v) such other deliveries as may be 109 customary, necessary or appropriate in the subject jurisdiction as determined by the Administrative Agent in its reasonable discretion.
Foreign Personal Property. Except as may be agreed by the Administrative Agent, the Credit Parties (other than Credit Parties that are Foreign Subsidiaries of FMCH) will grant a security interest in all material personal property (including all accounts, contract rights, deposit accounts, chattel paper, insurance proceeds, inventory, investments and financial assets, general intangibles, intellectual property, licenses, machinery and equipment) located outside the United States with a fair value in excess of $5 million in any instance (or otherwise determined to be material in the reasonable discretion of the Administrative Agent). The scope of the security interests will contain exceptions and qualifications reasonably acceptable to the Administrative Agent, and will not include Excluded Personal Property. Further, the Administrative Agent, in consultation with FMCAG, shall do an analysis of the relative benefits associated with the prospective pledge and where, in its reasonable discretion, the Administrative Agent shall make a determination, taking into account local custom
Foreign Personal Property. A security interest in all material personal property (including all accounts, contract rights, deposit accounts, chattel paper, insurance proceeds, inventory, investments and financial assets, general intangibles, intellectual property, licenses, machinery and equipment) of such Credit Party located outside the United States with a fair market value in excess of US$5 million in any instance (or otherwise determined to be material in the reasonable discretion of the Administrative Agent and the Collateral Agent). The scope of the security interests will contain exceptions and qualifications reasonably acceptable to the Administrative Agent and Collateral Agent, and will not include Excluded Personal Property. Further, the Administrative Agent and Collateral Agent, in consultation with the Company, shall do an analysis of the relative benefits associated with the prospective pledge and where, in their reasonable discretion, the Administrative Agent and Collateral Agent shall make a determination, taking into account local custom and practice, that the costs, circumstances and requirements under local law associated with the pledge outweigh the relative benefits of the pledge, then, in any such case, the pledge will not be required. In connection with the a grant of security interests under this subsection, the Credit Parties will deliver to the Collateral Agent within ninety (90) days (with extensions as deemed necessary by the Collateral Agent) (i) a security agreement in form and substance reasonably satisfactory to the Collateral Agent, executed in multiple counterparts, (ii) filings and notices of grant of security interest in respect of such personal property as may be necessary or appropriate to perfect the subject interests and otherwise reasonably satisfactory to the Collateral Agent, (iii) such opinions of counsel as the Administrative Agent and the Collateral Agent may deem necessary or appropriate, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, (iv) evidence of casualty insurance (consistent with the requirements for insurance hereunder) on personal property showing the Collateral Agent and loss payee (if insurance is provided by a commercial insurer), and (v) such other deliveries as may be customary, necessary or appropriate in the subject jurisdiction as determined by the Collateral Agent in its reasonable discretion. The foregoing mortgage and security interests in this Section shall (a) be...
