Common use of Foreign Personal Property Clause in Contracts

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 made only to the extent not prohibited by applicable law and (b) remain in force and effect until the Debt Rating is better than BB- by S&P and Ba3 by Xxxxx’x (or, if one Ratings Service shall cease to be in the business of rating corporate debt obligations, then until the remaining rating is better than the level specified for the rating from the remaining Ratings Service in this clause (b) and (ii) if both Ratings Services shall cease to be in the business of rating corporate debt obligations, then until the Consolidated Total Leverage Ratio is less than or equal to 3.5:1.0), whereupon in any such case, the mortgage and security interests shall be promptly released and any possessory collateral held by the Collateral Agent promptly returned to the appropriate parties.

Foreign Personal Property. A Except as may be agreed by the Administrative Agent, the Obligations of the Foreign Credit Parties will be secured by a grant of 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 the Foreign Credit Party Parties 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 CompanyEWI, shall do an analysis of the relative benefits associated with the prospective pledge and where, in their its 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 there will deliver be delivered to the Collateral Administrative Agent within ninety (90) days (with extensions as may be deemed necessary or appropriate by the Collateral Agent) Administrative Agent in its discretion) of formation, acquisition or the date when the subject interests are first required to be pledged hereunder, (i) a security agreement in form and substance reasonably satisfactory to the Collateral 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 Collateral Administrative 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 Administrative Agent in its reasonable discretion. The foregoing mortgage and For the avoidance of doubt, in no event will any security interests in this Section shall (a) be made only to interest granted by any of the extent not prohibited by applicable law and (b) remain in force and effect until Foreign Credit Parties secure any of the Debt Rating is better than BB- by S&P and Ba3 by Xxxxx’x (or, if one Ratings Service shall cease to be in the business of rating corporate debt obligations, then until the remaining rating is better than the level specified for the rating from the remaining Ratings Service in this clause (b) and (ii) if both Ratings Services shall cease to be in the business of rating corporate debt obligations, then until the Consolidated Total Leverage Ratio is less than or equal to 3.5:1.0), whereupon in any such case, the mortgage and security interests shall be promptly released and any possessory collateral held by the Collateral Agent promptly returned to the appropriate partiesDomestic Loan Obligations.

Foreign Personal Property. A 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) 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 CompanyFMCAG, shall do an analysis of the relative benefits associated with the prospective pledge and where, in their its 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 Administrative Agent within ninety (90) days (with extensions as deemed necessary by the Collateral Administrative Agent) (i) a security agreement in form and substance reasonably satisfactory to the Collateral 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 Collateral Administrative 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 Administrative Agent in its reasonable discretion. The foregoing mortgage and security interests in this Section shall (a) be made only to the extent not prohibited by applicable law and (b) remain in force and effect until the Debt Rating is better than BB- by S&P and Ba3 by Xxxxx’x (or, if one Ratings Service shall cease to be in the business of rating corporate debt obligations, then until the remaining rating is better than the level specified for the rating from the remaining Ratings Service in this clause (b) and (ii) if both Ratings Services shall cease to be in the business of rating corporate debt obligations, then until the Consolidated Total Leverage Ratio is less than or equal to 3.5:1.0), whereupon in any such case, the mortgage and security interests shall be promptly released and any possessory collateral held by the Collateral Agent promptly returned to the appropriate parties.