Common use of Foreign Pledge Agreements Clause in Contracts

Foreign Pledge Agreements. If any Foreign Incorporated Subsidiary is (a) a First Tier Foreign Subsidiary, (b) an Affected Foreign Subsidiary, (c) a Material Foreign Subsidiary and (d) organized under the laws of any European nation or any state or other principality or subdivision thereof, the Company shall or shall cause the applicable parent Domestic Incorporated Subsidiary as promptly as possible (but in any event within (i) in the case of such Foreign Incorporated Subsidiaries which are in existence on the date hereof, as promptly as possible (but in any event within sixty (60) days after the date hereof (or by such later date as the Required Holders may agree to in their discretion)) and (ii) in the case of such Foreign Incorporated Subsidiaries which are created or acquired after the date hereof, as promptly as possible (but in any event within sixty (60) days following the creation or acquisition thereof (or by such later date as the Required Holders may agree to in their discretion)) to (A) execute (1) a Foreign Pledge Agreement and (2) such other Collateral Documents deemed necessary or desirable in the Collateral Agent’s sole discretion with respect to 65% of the Capital Stock of such Foreign Incorporated Subsidiary, and (B) deliver and cause each such parent Domestic Incorporated Subsidiary to deliver such corporate resolutions, opinions of counsel, stock certificates, stock powers and such other documentation as the Collateral Agent or its counsel may reasonably request, all in form and substance reasonably satisfactory to the Collateral Agent and its counsel to effectuate such pledge. Notwithstanding the foregoing, no Foreign Pledge Agreement in respect of a Foreign Incorporated Subsidiary shall be required hereunder to the extent such Foreign Pledge Agreement is prohibited by applicable law or the Collateral Agent or its counsel reasonably determines that the pledge of such Foreign Incorporated Subsidiary’s Capital Stock would not provide material credit support for the benefit of the holders of the Secured Obligations.

Foreign Pledge Agreements. If any No later than 60 days after the Closing Date (as such time period may be extended by the Administrative Agent), the Borrower shall (i) provide the Administrative Agent with a fully executed and delivered Foreign Incorporated Subsidiary is Pledge Agreements regarding a pledge of 100% of the non-voting Equity Securities (awithin the meaning of Treasury Regulation Section 1.956-2(c)(2) a First Tier promulgated under the IRC) and 66% of the voting Equity Securities (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the IRC) of each Specified Foreign Subsidiary, (bii) an Affected Foreign Subsidiarydeliver (or cause the appropriate Person to deliver) to the Administrative Agent all stock certificates and other instruments constituting Collateral thereunder free and clear of all adverse claims, accompanied by undated stock powers or other instruments of transfer executed in blank (and take such other steps as may be reasonably requested by the Administrative Agent to perfect the Administrative Agent’s Lien in such Collateral consisting of Equity Securities in compliance with any applicable laws of jurisdictions outside of the United States of America), (ciii) cause each document required by law or requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent for the benefit of the Lenders a Material valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent, (iv) if applicable, deliver evidence satisfactory to the Administrative Agent that the constitutional documents of each Specified Foreign Subsidiary have been amended to remove the discretion of the directors to refuse to register a transfer of shares and other changes reasonably requested by the Administrative Agent and (dv) organized under the laws deliver certificates, resolutions, and opinions of any European nation or any state or other principality or subdivision thereof, the Company shall or shall cause the applicable parent Domestic Incorporated Subsidiary as promptly as possible (but in any event within (i) in the case of such Foreign Incorporated Subsidiaries which are in existence on the date hereof, as promptly as possible (but in any event within sixty (60) days after the date hereof (or by such later date as the Required Holders may agree to in their discretion)) and (ii) in the case of such Foreign Incorporated Subsidiaries which are created or acquired after the date hereof, as promptly as possible (but in any event within sixty (60) days following the creation or acquisition thereof (or by such later date as the Required Holders may agree to in their discretion)) to (A) execute (1) a Foreign Pledge Agreement and (2) such other Collateral Documents deemed necessary or desirable in the Collateral Agent’s sole discretion counsel with respect to 65% of such pledges and the Capital Stock of such Foreign Incorporated Subsidiary, and (Bmatters set forth in this Section 5.01(l)(i) deliver and cause each such parent Domestic Incorporated Subsidiary to deliver such corporate resolutions, opinions of counsel, stock certificates, stock powers and such other documentation as reasonably requested by the Collateral Agent or its counsel may reasonably requestAdministrative Agent, all in each case, in form and substance reasonably satisfactory to the Collateral Agent and its counsel to effectuate such pledge. Notwithstanding the foregoing, no Foreign Pledge Agreement in respect of a Foreign Incorporated Subsidiary shall be required hereunder to the extent such Foreign Pledge Agreement is prohibited by applicable law or the Collateral Agent or its counsel reasonably determines that the pledge of such Foreign Incorporated Subsidiary’s Capital Stock would not provide material credit support for the benefit of the holders of the Secured ObligationsAdministrative Agent.

Foreign Pledge Agreements. If any Foreign Incorporated Subsidiary is (a) a First Tier Foreign Subsidiary, (b) an Affected Foreign Subsidiary, (c) a Material Foreign Subsidiary and (d) organized under the laws of any European nation or any state or other principality or subdivision thereof, the Company Borrower shall or shall cause the applicable parent Domestic Incorporated Subsidiary as promptly as possible (but in any event within (i) in the case of such Foreign Incorporated Subsidiaries which are in existence on the date hereofClosing Date, as promptly as possible (but in any event within sixty (60) days after the date hereof Closing Date (or by such later date as the Required Holders Agent may agree to in their its sole discretion)) and (ii) in the case of such Foreign Incorporated Subsidiaries which are created or acquired after the date hereofClosing Date, as promptly as possible (but in any event within sixty (60) days following the creation or acquisition thereof (or by such later date as the Required Holders Agent may agree to in their its sole discretion)) to (A) execute (1) a Foreign Pledge Agreement and (2) such other Collateral Documents deemed necessary or desirable in the Collateral Agent’s 's sole discretion with respect to 65% of the Capital Stock of such Foreign Incorporated Subsidiary, and (B) deliver and cause each such parent Domestic Incorporated Subsidiary to deliver such corporate resolutions, opinions of counsel, stock certificates, stock powers and such other documentation as the Collateral Agent or its counsel may reasonably request, all in form and substance reasonably satisfactory to the Collateral Agent and its counsel to effectuate such pledge. Notwithstanding the foregoing, no Foreign Pledge Agreement in respect of a Foreign Incorporated Subsidiary shall be required hereunder to the extent such Foreign Pledge Agreement is prohibited by applicable law or the Collateral Agent or its counsel reasonably determines that the pledge of such Foreign Incorporated Subsidiary’s 's Capital Stock would not provide material credit support for the benefit of the holders Holders of the Secured Obligations.

Foreign Pledge Agreements. If any Foreign Incorporated Subsidiary is (a) a First Tier Foreign Subsidiary, (b) an Affected Foreign Subsidiary, (c) a Material Foreign Subsidiary and (d) organized under the laws of any European nation or any state or other principality or subdivision thereof, the Company Borrower shall or shall cause the applicable parent Domestic Incorporated Subsidiary as promptly as possible (but in any event within (i) in the case of such Foreign Incorporated Subsidiaries which are in existence on the date hereofClosing Date, as promptly as possible (but in any event within sixty (60) days after the date hereof Closing Date (or by such later date as the Required Holders Agent may agree to in their its sole discretion)) and (ii) in the case of such Foreign Incorporated Subsidiaries which are created or acquired after the date hereofClosing Date, as promptly as possible (but in any event within sixty (60) days following the creation or acquisition thereof (or by such later date as the Required Holders Agent may agree to in their its sole discretion))) to (A) execute (1) a Foreign Pledge Agreement and (2) such other Collateral Documents deemed necessary or desirable in the Collateral Agent’s sole discretion with respect to 65% of the Capital Stock of such Foreign Incorporated Subsidiary, and (B) deliver and cause each such parent Domestic Incorporated Subsidiary to deliver such corporate resolutions, opinions of counsel, stock certificates, stock powers and such other documentation as the Collateral Agent or its counsel may reasonably request, all in form and substance reasonably satisfactory to the Collateral Agent and its counsel to effectuate such pledge. Notwithstanding the foregoing, no Foreign Pledge Agreement in respect of a Foreign Incorporated Subsidiary shall be required hereunder to the extent such Foreign Pledge Agreement is prohibited by applicable law or the Collateral Agent or its counsel reasonably determines that the pledge of such Foreign Incorporated Subsidiary’s Capital Stock would not provide material credit support for the benefit of the holders Holders of the Secured Obligations.