Common use of Foreign Security Agreements Clause in Contracts

Foreign Security Agreements. On the Initial Borrowing Date, each Foreign Credit Party shall have duly authorized, executed and delivered such security agreements, documents and instruments as may be required by the Agents (based on advice of local counsel), with the intent being that the Lenders receive valid and enforceable first priority, perfected security interests in all or substantially all of the assets (including all tangible and intangible assets, including receivables, contract rights, securities, inventory, equipment, real estate, leasehold interests, vessels, insurances, and material patents, trademarks and other intellectual property but excluding Excluded Collateral) owned by each Foreign Credit Party in which it is practicable (in accordance with requirements of local law and taking into account such cost and practicality considerations as may be agreed by the Agents) to obtain such security interests (as determined by the Agents, based on advice of local counsel). All security documentation to be executed and delivered by the Foreign Credit Parties pursuant to the immediately preceding sentence (each, as amended, modified, restated and/or supplemented from time to time, a "Foreign Security Agreement" and, collectively, the "Foreign Security Agreements") shall (i) be prepared by local counsel reasonably satisfactory to the Agents, (ii) be in form and substance reasonably satisfactory to the Agents and (iii) be in full force and effect on the Initial Borrowing Date. In connection with the execution and delivery of the Foreign Security Agreements, the respective Foreign Credit Parties shall take such actions as may be necessary or desirable under local law (as advised by local counsel) to create, maintain, effect, perfect, preserve, maintain and protect the security interests granted (or purported to be granted) thereby (including, without limitation, taking actions analogous to those described in Section 5.16 with respect to the Security Agreement Collateral described in the U.S. Security Agreement and in Section 5.18 with respect to the Mortgages covering U.S. Mortgaged Properties), in each case to the extent customary in connection with secured transactions under the laws of the respective jurisdiction or deemed necessary or desirable by the Agents based on advice of local counsel. Part C of Schedule XIII sets forth all Foreign Security Agreements to be executed and delivered on the Initial Borrowing Date.

Foreign Security Agreements. On No later than 60 days following the Initial Borrowing Fourth Amendment Effective Date, each Foreign Credit Party (excluding any Foreign Credit Party where Legal Requirements, any Governmental Authority or the legal instruments governing the currently outstanding Indebtedness of Holdings or one or more of its Subsidiaries prohibits such Foreign Credit Party from executing a Security Agreement) shall have duly authorized, executed and delivered such security agreements, documents and instruments as may be required by the Agents Administrative Agent (based on advice of local counsel), with the intent being that the Lenders Renewing Banks receive valid and enforceable first priority, perfected security interests (securing the same obligations secured by the U.S. Security Agreement) in all or substantially all of the assets (including all tangible and intangible assets, including receivables, contract rights, securities, inventory, equipment, real estate, leasehold interests, vessels, insurances, equipment and material patents, trademarks and other intellectual property but excluding Excluded Collateralproperty) owned by each Foreign Credit Party in which it is practicable (in accordance with requirements of local law and taking into account such cost and practicality considerations as may be agreed by the AgentsAdministrative Agent) to obtain such security interests (as determined by the AgentsAdministrative Agent and the Renewing Banks, based on advice of local counsel). All security documentation to be executed and delivered by the Foreign Credit Parties pursuant to the immediately preceding sentence (eachcollectively, as amended, modified, restated and/or amended or supplemented from time to time, the "Foreign Security Agreements" and each such agreement, a "Foreign Security Agreement" and, collectively, the "Foreign Security Agreements") shall (i) be prepared by local counsel reasonably satisfactory to the AgentsAdministrative Agent, (ii) and shall be in form and substance reasonably satisfactory to the Agents and (iii) be in full force and effect on the Initial Borrowing DateAdministrative Agent. In connection with the execution and delivery of the Foreign Security Agreements, the respective Foreign Credit Parties shall take such actions as may be necessary or desirable under local law (as advised by local counsel) to create, maintain, effect, perfect, preserve, maintain and protect the security interests granted (or purported to be granted) thereby (including, without limitation, taking actions analogous to those described in Section 5.16 3.15 with respect to the Security Agreement Collateral described in the U.S. Security Agreement and in Section 5.18 with respect to the Mortgages covering U.S. Mortgaged PropertiesAgreement), in each case to the extent customary in connection with secured transactions under the laws of the respective jurisdiction or deemed necessary or desirable by the Agents Administrative Agent or the Required Renewing Banks based on advice of local counsel. Part C of Schedule XIII sets forth all Each Foreign Security Agreements to Agreement shall be executed in full force and delivered on the Initial Borrowing Dateeffect.

Foreign Security Agreements. On the Initial Borrowing Date, each Foreign Credit Party shall have duly authorized, executed and delivered such security agreements, documents and instruments as may be required by the Agents Administrative Agent (based on advice of local counsel), with the intent being that the Lenders receive valid and enforceable first priority, perfected security interests in all or substantially all of the assets (including all tangible and intangible assets, including receivablesreceivables (to the extent possible under local law), contract rights, securities, inventoryinventory (to the extent possible under local law), equipment, real estate, leasehold interests, vessels, insurances, and material patents, trademarks and other intellectual property but excluding Excluded Collateral) owned by each Foreign Credit Party in which it is practicable (in accordance with and subject to requirements of local law and taking into account such cost and practicality considerations as may be agreed by the AgentsAdministrative Agent) to obtain such security interests (as determined by the AgentsAdministrative Agent, based on advice of local counsel)) which security interests shall secure the respective Obligations and be of the respective priority, in each case, consistent with the Guaranty and Security Principles. All security documentation to be executed and delivered by the Foreign Credit Parties pursuant to the immediately preceding sentence (each, as amended, modified, restated and/or supplemented from time to time, a "“Foreign Security Agreement" ” and, collectively, the "“Foreign Security Agreements"”) shall (i) be prepared by local counsel reasonably satisfactory to the AgentsAdministrative Agent, (ii) be in form and substance reasonably satisfactory to the Agents Administrative Agent and (iii) be in full force and effect on the Initial Borrowing Date. In connection with the execution and delivery of the Foreign Security Agreements, the respective Foreign Credit Parties shall take such actions as may be necessary or desirable under local law (as advised by local counsel) to create, maintain, effect, perfect, preserve, maintain preserve and protect the security interests granted (or purported to be granted) thereby (including, without limitation, taking actions analogous to those described in Section 5.16 5.11 with respect to the Security Agreement Collateral described in the U.S. Security Agreement and in Section 5.18 5.13 with respect to the Mortgages covering U.S. Mortgaged Properties), in each case to the extent customary in connection with secured transactions under the laws of the respective jurisdiction or deemed necessary or desirable by the Agents Administrative Agent based on advice of local counsel. Part C of Schedule XIII 5.12 sets forth all Foreign Security Agreements to be executed and delivered on the Initial Borrowing Date.

Foreign Security Agreements. On the Initial Borrowing Date, the Borrower and each Foreign Credit Party Guarantor Subsidiary (other than the Xxxxxxx Graphic) shall have duly authorized, executed and delivered such security agreements, documents and instruments as may be required by the Agents Lender (based on advice of local counsel), with the intent being that the Lenders Lender receive valid and enforceable first priority, perfected security interests in all or substantially all of the assets (including all tangible and intangible assets, including receivables, contract rights, securities, inventory, equipment, real estate, leasehold interests, vessels, insurances, and material patents, trademarks and other intellectual property but excluding Excluded Collateralproperty) owned by the Borrower or each Foreign Credit Party Guarantor Subsidiary (other than Xxxxxxx Graphic) in which it is practicable (in accordance with requirements of local law and taking into account such cost and practicality considerations as may be agreed by the AgentsLender) to obtain such security interests (as determined by the AgentsLender, based on advice of local counsel). All security documentation to be executed and delivered by the Foreign Credit Parties Borrower or a Guarantor Subsidiary (other than the Xxxxxxx Graphic) pursuant to the immediately preceding sentence (each, as amended, modified, restated and/or supplemented from time to time, a "Foreign Security Agreement" and, collectively, the "Foreign Security Agreements") shall (i) be prepared by local counsel reasonably satisfactory to the AgentsLender, (ii) be in form and substance reasonably satisfactory to the Agents Lender and (iii) be in full force and effect on the Initial Borrowing Date. In connection with the execution and delivery of the Foreign Security Agreements, the Borrower and the respective Foreign Credit Parties Guarantor Subsidiaries (other than Xxxxxxx Graphic) shall take such actions as may be necessary or desirable under local law (as advised by local counsel) to create, maintain, effect, perfect, preserve, maintain and protect the security interests granted (or purported to be granted) thereby (including, without limitation, taking actions analogous to those described in Section 5.16 5.08 with respect to the Security Agreement Collateral described in the U.S. Security Agreement and in Section 5.18 with respect to the Mortgages covering U.S. Mortgaged PropertiesAgreement), in each case to the extent customary in connection with secured transactions under the laws of the respective jurisdiction or reasonably deemed necessary or desirable by the Agents Lender based on advice of local counsel. Part C of Schedule XIII sets forth all Foreign Security Agreements to be executed and delivered on the Initial Borrowing Date.