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 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.

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 As soon as practicable (abut not more than 90 days, unless rendered impracticable by events or by action or inaction of foreign Governmental Authorities in each case beyond the control of Borrowers (as determined in the reasonable judgment of Administrative Agent)) a First Tier Foreign Subsidiaryafter the Closing Date (to the extent not completed on or prior to the Closing Date), (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 Borrowers 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 foreign pledge agreements to in their discretion)) be executed 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 delivered 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 Administrative Agent with respect to 65% of the Capital Stock of such all Foreign Incorporated Subsidiary, Subsidiaries which are Material Subsidiaries and are directly owned by any Borrower or Subsidiary Guarantor (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 than to the extent such Foreign Pledge Agreement is prohibited by applicable law or the Collateral Agent or its counsel reasonably determines that the a pledge of such Foreign Incorporated Subsidiary’s Capital Stock under the Collateral Documents would not provide constitute a material credit support violation of (1) a valid Contractual Obligation in favor of or for the benefit of a Person other than Company or any of its Subsidiaries which is enforceable against the holders relevant Borrower or Subsidiary Guarantor on a post-Petition Date basis and for which the required consents have not been obtained or (2) applicable law affecting such Borrower, such Subsidiary Guarantor or such Foreign Subsidiary), shall take all such other actions under the laws of such jurisdictions as Administrative Agent may deem necessary or advisable to perfect or otherwise protect the Liens purported to be created in such Capital Stock under the Collateral Documents, and shall deliver to Administrative Agent an opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) under the laws of each jurisdiction in which (i) any Loan Party holding stock of the Secured Obligationsrelevant Foreign Subsidiary is organized with respect to the due authorization, execution and delivery of such foreign pledge agreement by such Loan Party, and (ii) such Foreign Subsidiary is organized with respect to customary matters regarding enforceability, validity and perfection of such pledge.