Foreign Reorganization. (a) So long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Parent and any Restricted Subsidiary shall be permitted to take any and all actions necessary to consummate the Foreign Reorganization. In the event that any of the Collateral shall be transferred by any Loan Party in connection with the Foreign Reorganization, the Liens granted hereunder or under the other Loan Documents on such Collateral shall automatically be discharged and released and all rights to such Collateral shall revert to the applicable Loan Party without any further action by the Collateral Agent or any other Person; provided that such Loan Party shall cause any Transferred Foreign Subsidiary or Foreign Acquisition Co., as applicable, to take such actions described in the definition of “Foreign Reorganization” as a condition to such release. Without prejudice to the foregoing, upon the request of the applicable Loan Party, the Collateral Agent, at the expense of such Loan Party, shall promptly execute and deliver to such Loan Party, all releases, termination statements, stock certificates, any certificated securities or any other documents necessary or desirable for the release of the Liens on such Collateral. (b) Notwithstanding anything to the contrary set forth herein or in any other Loan Document, so long as no Default or Event of Default shall have occurred and be continuing, in the event that the Foreign Reorganization is not consummated and to the extent that any Permitted Intercompany Transfer has occurred (or will occur concurrently with such release described herein), any Other Parent Guarantor, Parent and Foreign Holdings, as applicable, shall (x) be automatically released from their respective obligations under the Guaranty, (y) be automatically released from any and all obligations under the Loan Documents (including, without limitation, any obligation to comply with the covenants set forth herein) and any reference to “Parent” or “Foreign Holdings” herein shall be construed as a reference to the Successor Person mutatis mutandis, and (z) any Liens granted hereunder or under the other Loan Documents by Parent and Foreign Holdings on any Collateral shall automatically be discharged and released, as applicable, without any further action by the Collateral Agent or any other Person. In connection with the foregoing, upon the request of the Borrower, the Collateral Agent, at the expense of Borrower, shall promptly execute and deliver to any Other Parent Guarantor, Parent, Foreign Holdings or Holdings, as applicable, all releases, termination statements, stock certificates, any certificated securities or any other documents necessary or desirable for the release of any Other Parent Guarantor, Parent and Foreign Holdings from their obligations under the Loan Documents and the release of the Liens on such Collateral. For the avoidance of doubt, after any such reorganization as contemplated in this Section 10.23(b) shall have occurred, the Foreign Reorganization shall not be permitted pursuant to Section 10.23(a) or otherwise. None. • Guaranty dated as of December 1, 2006, among Parent, Foreign Holdings, Holdings, certain Subsidiaries of Parent from time to time party thereto and Citibank, N.A., as Administrative Agent, executed and delivered on the Closing Date. • Security Agreement dated as of December 1, 2006, among Foreign Holdings, Holdings, the Borrower, certain Subsidiaries of Parent from time to time to party thereto and Citibank, N.A., as Collateral Agent, executed and delivered on the Closing Date. • Intellectual Property Security Agreement dated as of December 1, 2006, among Holdings, the Borrower, certain Subsidiaries of Parent from time to party thereto and Citibank, N.A., as Collateral Agent, executed and delivered on the Closing Date. • Copyright Security Agreement dated as of December 1, 2006, between Freescale Semiconductor, Inc. and Citibank, N.A., as Collateral Agent, executed and delivered on the Closing Date. • Patent Security Agreement dated as of December 1, 2006, between Freescale Semiconductor, Inc. and Citibank, N.A., as Collateral Agent, executed and delivered on the Closing Date. • Trademark Security Agreement dated as of December 1, 2006, between Freescale Semiconductor, Inc. and Citibank, N.A., as Collateral Agent, executed and delivered on the Closing Date. • Fixed and Floating Charge dated as of December 1, 2006, among Parent, Foreign Holdings and Citibank, N.A., as Collateral Agent, executed and delivered on the Closing Date. • Share Charge dated as of December 1, 2006, between Parent and Citibank, N.A., as Collateral Agent, executed and delivered on the Closing Date. • Share Pledge Agreement (pledge of share capital of Freescale Semiconductor Japan Ltd.), between the Borrower and Citibank, N.A., as Collateral Agent, executed and delivered as soon as practicable and in any event within 30 calendar days of the Closing Date (or such later time as mutually agreed by the Administrative Agent and the Borrower).
Appears in 1 contract
Samples: Credit Agreement (Freescale Semiconductor Holdings I, Ltd.)
Foreign Reorganization. (a) So long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Parent and any Restricted Subsidiary shall be permitted to take any and all actions necessary to consummate the Foreign Reorganization. In the event that any of the Collateral shall be transferred by any Loan Party in connection with the Foreign Reorganization, the Liens granted hereunder or under the other Loan Documents on such Collateral shall automatically be discharged and released and all rights to such Collateral shall revert to the applicable Loan Party without any further action by the Collateral Agent or any other Person; provided that such Loan Party shall cause any Transferred Foreign Subsidiary or Foreign Acquisition Co., as applicable, to take such actions described in the definition of “Foreign Reorganization” as a condition to such release. Without prejudice to the foregoing, upon the request of the applicable Loan Party, the Collateral Agent, at the expense of such Loan Party, shall promptly execute and deliver to such Loan Party, all releases, termination statements, stock certificates, any certificated securities or any other documents necessary or desirable for the release of the Liens on such Collateral.
(b) Notwithstanding anything to the contrary set forth herein or in any other Loan Document, so long as no Default or Event of Default shall have occurred and be continuing, in the event that the Foreign Reorganization is not consummated and to the extent that any Permitted Intercompany Transfer has occurred (or will occur concurrently with such release described herein), any Other Parent Guarantor, Parent and Foreign Holdings, as applicable, shall (x) be automatically released from their respective obligations under the Guaranty, (y) be automatically released from any and all obligations under the Loan Documents (including, without limitation, any obligation to comply with the covenants set forth herein) and any reference to “Parent” or “Foreign Holdings” herein shall be construed as a reference to the Successor Person mutatis mutandis, and (z) any Liens granted hereunder or under the other Loan Documents by Parent and Foreign Holdings on any Collateral shall automatically be discharged and released, as applicable, without any further action by the Collateral Agent or any other Person. In connection with the foregoing, upon the request of the Borrower, the Collateral Agent, at the expense of Borrower, shall promptly execute and deliver to any Other Parent Guarantor, Parent, Foreign Holdings or Holdings, as applicable, all releases, termination statements, stock certificates, any certificated securities or any other documents necessary or desirable for the release of any Other Parent Guarantor, Parent and Foreign Holdings from their obligations under the Loan Documents and the release of the Liens on such Collateral. For the avoidance of doubt, after any such reorganization as contemplated in this Section 10.23(b) shall have occurred, the Foreign Reorganization shall not be permitted pursuant to Section 10.23(a) or otherwise. SigmaTel, LLC. None. • Guaranty dated as None. As of December February 15, 2013: EXPIRING 12 MONTHS OR LESS FROM MARCH 1, 2006, among Parent, Foreign Holdings, Holdings, certain Subsidiaries of Parent from time to time party thereto and Citibank, N.A., as Administrative Agent, executed and delivered on the Closing Date. • Security Agreement dated as of December 2013 Citibank 4/3/2007 Freescale Semiconductor Inc USD 2,900,000 2,900,000 12/17/2013 UNITED STATES FIDELITY AND GUARANTY Citibank 8/21/2008 Freescale Semiconductor Inc USD 1,500,000 1,500,000 8/19/2013 BRANDYWINE ACQUISITION PARTNERS LP EXPIRING MORE THAN 12 MONTHS FROM MARCH 1, 2006, among Foreign Holdings, Holdings, the Borrower, certain Subsidiaries of Parent from time to time to party thereto and Citibank, N.A., as Collateral Agent, executed and delivered on the Closing Date. • Intellectual Property Security Agreement dated as of December 1, 2006, among Holdings, the Borrower, certain Subsidiaries of Parent from time to party thereto and Citibank, N.A., as Collateral Agent, executed and delivered on the Closing Date. • Copyright Security Agreement dated as of December 1, 2006, between Freescale Semiconductor, Inc. and Citibank, N.A., as Collateral Agent, executed and delivered on the Closing Date. • Patent Security Agreement dated as of December 1, 2006, between Freescale Semiconductor, Inc. and Citibank, N.A., as Collateral Agent, executed and delivered on the Closing Date. • Trademark Security Agreement dated as of December 1, 2006, between Freescale Semiconductor, Inc. and Citibank, N.A., as Collateral Agent, executed and delivered on the Closing Date. • Fixed and Floating Charge dated as of December 1, 2006, among Parent, Foreign Holdings and Citibank, N.A., as Collateral Agent, executed and delivered on the Closing Date. • Share Charge dated as of December 1, 2006, between Parent and Citibank, N.A., as Collateral Agent, executed and delivered on the Closing Date. • Share Pledge Agreement (pledge of share capital of 2013 Citibank 3/11/2008 Freescale Semiconductor Japan Ltd.)Inc USD 4,400,000 4,400,000 6/24/2016 CITIBANK N.A. Citibank 3/24/2008 Freescale Semiconductor Inc USD 2,497,113 2,497,113 12/1/2016 SALT RIVER PROJECT AGRICULTURAL Citibank 3/22/2012 Freescale Semiconductor Inc EUR 1,000,000 1,334,700 3/23/2014 DEUTSCHE BANK A G AMSTERDAM Citibank 4/2/2009 Freescale Semiconductor Inc USD 500,000 500,000 11/26/2015 SHELL ENERGY NORTH AMERICA Citibank 5/27/2009 Freescale Semiconductor Inc USD 505,370 507,370 EVERGREEN LIBERTY MUTUAL INSURANCE COMPANY Citibank 4/30/2008 Freescale Semiconductor EME&A S.A. GBP 1,000,000 1,546,702 11/26/2014 CITIBANK NA LONDON Citibank 9/12/2012 Freescale Semiconductor Inc USD 250,000 250,000 EVERGREEN EDF TRADING NORTH AMERICA, between the Borrower and Citibank, N.A., as Collateral Agent, executed and delivered as soon as practicable and in any event within 30 calendar days of the Closing Date (or such later time as mutually agreed by the Administrative Agent and the Borrower).LLC Citibank 4/17/2008 Freescale Semiconductor Inc USD 1,000,000 1,000,000 6/24/2016 CITIBANK N.A. Citibank 7/8/2008 Freescale Semiconductor Inc GBP 90,000 139,203 11/29/2014 CITBANK N.A. LONDON Citibank 10/13/2011 Freescale Semiconductor Inc USD 78,951 78,951 6/23/2016 Xxxx XX Properties LLC Citibank 10/25/2007 Freescale Semiconductor Inc USD 45,000 45,000 EVERGREEN EL PASO NATURAL GAS COMPANY Citibank 2/5/2008 Freescale Semiconductor Inc USD 44,000 44,000 11/26/2014 DEUTSCHE BANK AG LONDON Citibank 2/23/2009 Freescale Semiconductor Inc EUR 23,000 30,698 11/26/2014 SOCIETE PRIVEE DE GERANCE Citibank 9/17/2008 Freescale Semiconductor Inc EUR 22,000 29,363 11/26/2014 CITIBANK NA LONDON Citibank 2/23/2009 Freescale Semiconductor Inc EUR 20,000 26,694 11/26/2014 SOCIETE PRIVEE DE GERANCE Citibank 4/28/2010 Freescale Semiconductor Inc EUR 16,461 21,970 11/15/2014 CITIBANK INTERNATIONAL PLC Citibank 2/5/2008 Freescale Semiconductor Inc USD 4,000 4,000 EVERGREEN DEUTSCHE BANK AG TAIPEI BRANCH
Appears in 1 contract
Foreign Reorganization. (a) So long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Parent and any Restricted Subsidiary shall be permitted to take any and all actions necessary to consummate the Foreign Reorganization. In the event that any of the Collateral shall be transferred by any Loan Party in connection with the Foreign Reorganization, the Liens granted hereunder or under the other Loan Documents on such Collateral shall automatically be discharged and released and all rights to such Collateral shall revert to the applicable Loan Party without any further action by the Collateral Agent or any other Person; provided that such Loan Party shall cause any Transferred Foreign Subsidiary or Foreign Acquisition Co., as applicable, to take such actions described in the definition of “Foreign Reorganization” as a condition to such release. Without prejudice to the foregoing, upon the request of the applicable Loan Party, the Collateral Agent, at the expense of such Loan Party, shall promptly execute and deliver to such Loan Party, all releases, termination statements, stock certificates, any certificated securities or any other documents necessary or desirable for the release of the Liens on such Collateral.
(b) Notwithstanding anything to the contrary set forth herein or in any other Loan Document, so long as no Default or Event of Default shall have occurred and be continuing, in the event that the Foreign Reorganization is not consummated and to the extent that any Permitted Intercompany Transfer has occurred (or will occur concurrently with such release described herein), any Other Parent Guarantor, Parent and Foreign Holdings, as applicable, shall (x) be automatically released from their respective obligations under the Guaranty, (y) be automatically released from any and all obligations under the Loan Documents (including, without limitation, any obligation to comply with the covenants set forth herein) and any reference to “Parent” or “Foreign Holdings” herein shall be construed as a reference to the Successor Person mutatis mutandis, and (z) any Liens granted hereunder or under the other Loan Documents by Parent and Foreign Holdings on any Collateral shall automatically be discharged and released, as applicable, without any further action by the Collateral Agent or any other Person. In connection with the foregoing, upon the request of the Borrower, the Collateral Agent, at the expense of Borrower, shall promptly execute and deliver to any Other Parent Guarantor, Parent, Foreign Holdings or Holdings, as applicable, all releases, termination statements, stock certificates, any certificated securities or any other documents necessary or desirable for the release of any Other Parent Guarantor, Parent and Foreign Holdings from their obligations under the Loan Documents and the release of the Liens on such Collateral. For the avoidance of doubt, after any such reorganization as contemplated in this Section 10.23(b) shall have occurred, the Foreign Reorganization shall not be permitted pursuant to Section 10.23(a) or otherwise. None. • Guaranty dated as of December 1, 2006, among Parent, Foreign Holdings, Holdings, certain Subsidiaries of Parent from time to time party thereto and Citibank, N.A., as Administrative Agent, executed and delivered on the Closing Date. • Security Agreement dated as of December 1, 2006, among Foreign Holdings, Holdings, the Borrower, certain Subsidiaries of Parent from time to time to party thereto and Citibank, N.A., as Collateral Agent, executed and delivered on the Closing Date. • Intellectual Property Security Agreement dated as of December 1, 2006, among Holdings, the Borrower, certain Subsidiaries of Parent from time to party thereto and Citibank, N.A., as Collateral Agent, executed and delivered on the Closing Date. • Copyright Security Agreement dated as of December 1, 2006, between Freescale Semiconductor, Inc. and Citibank, N.A., as Collateral Agent, executed and delivered on the Closing Date. • Patent Security Agreement dated as of December 1, 2006, between Freescale Semiconductor, Inc. and Citibank, N.A., as Collateral Agent, executed and delivered on the Closing Date. • Trademark Security Agreement dated as of December 1, 2006, between Freescale Semiconductor, Inc. and Citibank, N.A., as Collateral Agent, executed and delivered on the Closing Date. • Fixed and Floating Charge dated as of December 1, 2006, among Parent, Foreign Holdings and Citibank, N.A., as Collateral Agent, executed and delivered on the Closing Date. • Share Charge dated as of December 1, 2006, between Parent and Citibank, N.A., as Collateral Agent, executed and delivered on the Closing Date. • Share Pledge Agreement (pledge of share capital of Freescale Semiconductor Japan Ltd.), between the Borrower and Citibank, N.A., as Collateral Agent, executed and delivered as soon as practicable and in any event within 30 calendar days of the Closing Date (or such later time as mutually agreed by the Administrative Agent and the Borrower).
Appears in 1 contract
Samples: Credit Agreement (Freescale Semiconductor Holdings I, Ltd.)
Foreign Reorganization. (a) So long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Parent and any Restricted Subsidiary shall be permitted to take any and all actions necessary to consummate the Foreign Reorganization. In the event that any of the Collateral shall be transferred by any Loan Party in connection with the Foreign Reorganization, the Liens granted hereunder or under the other Loan Documents on such Collateral shall automatically be discharged and released and all rights to such Collateral shall revert to the applicable Loan Party without any further action by the Collateral Agent or any other Person; provided that such Loan Party shall cause any Transferred Foreign Subsidiary or Foreign Acquisition Co., as applicable, to take such actions described in the definition of “Foreign Reorganization” as a condition to such release. Without prejudice to the foregoing, upon the request of the applicable Loan Party, the Collateral Agent, at the expense of such Loan Party, shall promptly execute and deliver to such Loan Party, all releases, termination statements, stock certificates, any certificated securities or any other documents necessary or desirable for the release of the Liens on such Collateral.
(b) Notwithstanding anything to the contrary set forth herein or in any other Loan Document, so long as no Default or Event of Default shall have occurred and be continuing, in the event that the Foreign Reorganization is not consummated and to the extent that any Permitted Intercompany Transfer has occurred (or will occur concurrently with such release described herein), any Other Parent Guarantor, Parent and Foreign Holdings, as applicable, shall (x) be automatically released from their respective obligations under the Guaranty, (y) be automatically released from any and all obligations under the Loan Documents (including, without limitation, any obligation to comply with the covenants set forth herein) and any reference to “Parent” or “Foreign Holdings” herein shall be construed as a reference to the Successor Person mutatis mutandis, and (z) any Liens granted hereunder or under the other Loan Documents by Parent and Foreign Holdings on any Collateral shall automatically be discharged and released, as applicable, without any further action by the Collateral Agent or any other Person. In connection with the foregoing, upon the request of the Borrower, the Collateral Agent, at the expense of Borrower, shall promptly execute and deliver to any Other Parent Guarantor, Parent, Foreign Holdings or Holdings, as applicable, all releases, termination statements, stock certificates, any certificated securities or any other documents necessary or desirable for the release of any Other Parent Guarantor, Parent and Foreign Holdings from their obligations under the Loan Documents and the release of the Liens on such Collateral. For the avoidance of doubt, after any such reorganization as contemplated in this Section 10.23(b) shall have occurred, the Foreign Reorganization shall not be permitted pursuant to Section 10.23(a) or otherwise. None. • Guaranty dated as of December 1, 2006, among Parent, Foreign Holdings, Holdings, certain Subsidiaries of Parent from time to time party thereto and Citibank, N.A., as Administrative Agent, executed and delivered on the Closing Date. • Security Agreement dated as of December 1, 2006, among Foreign Holdings, Holdings, the Borrower, certain Subsidiaries of Parent from time to time to party thereto and Citibank, N.A., as Collateral Agent, executed and delivered on the Closing Date. • Intellectual Property Security Agreement dated as of December 1, 2006, among Holdings, the Borrower, certain Subsidiaries of Parent from time to party thereto and Citibank, N.A., as Collateral Agent, executed and delivered on the Closing Date. • Copyright Security Agreement dated as of December 1, 2006, between Freescale Semiconductor, Inc. and Citibank, N.A., as Collateral Agent, executed and delivered on the Closing Date. • Patent Security Agreement dated as of December 1, 2006, between Freescale Semiconductor, Inc. and Citibank, N.A., as Collateral Agent, executed and delivered on the Closing Date. • Trademark Security Agreement dated as of December 1, 2006, between Freescale Semiconductor, Inc. and Citibank, N.A., as Collateral Agent, executed and delivered on the Closing Date. • Fixed and Floating Charge dated as of December 1, 2006, among Parent, Foreign Holdings and Citibank, N.A., as Collateral Agent, executed and delivered on the Closing Date. • Share Charge dated as of December 1, 2006, between Parent and Citibank, N.A., as Collateral Agent, executed and delivered on the Closing Date. • Share Pledge Agreement (pledge of share capital of Freescale Semiconductor Japan Ltd.), between the Borrower and Citibank, N.A., as Collateral Agent, executed and delivered as soon as practicable and in any event within 30 calendar days of the Closing Date (or such later time as mutually agreed by the Administrative Agent and the Borrower).
Appears in 1 contract
