Foreign Security Interests Sample Clauses

Foreign Security Interests. (i) Within the time periods set forth on Schedule 5.01(m) (or such longer time as may be reasonably agreed by the Agent), the Loan Parties shall have executed and delivered to the Agent all documents and instruments required to create and perfect the Agent’s third priority (to the extent applicable) security interest in the Collateral consisting of the capital stock of those Subsidiaries listed on Schedule 5.01(m) in the applicable foreign jurisdictions, free and clear of all other liens, subject to exceptions permitted hereunder and subject as to priority to the security interests securing the obligations in respect of the Term Loan Debt or any Debt constituting a Permitted Refinancing thereof and (ii) within thirty (30) days after the Closing Date (or such longer time as may be reasonably agreed by the Agent), the Loan Parties shall have executed and delivered to the Agent all documents and instruments required to create and perfect the Agent’s first priority (to the extent applicable) security interest in the Collateral consisting of the capital stock of those Subsidiaries listed on Schedule 5.01(m) in the applicable foreign jurisdictions, free and clear of all other liens, subject to exceptions permitted hereunder; provided, that, in each case of clauses (i) and (ii) above, if the burden of obtaining any such pledge outweighs the benefit afforded thereby, the Agent may agree not to require the pledge of such stock by any Loan Party.

Foreign Security Interests. Within the time periods set forth on Schedule 5.01(m) (or such longer time as may be reasonably agreed by the Agent), execute and deliver, and cause each of its Subsidiaries to execute and deliver, to the Agent all documents and instruments required to create and perfect under the applicable foreign law the Agent’s second priority (to the extent practicable) security interest in Collateral consisting of the stock of those Subsidiaries listed on Schedule 5.01(m) in the applicable foreign jurisdictions (free and clear of all other liens, subject to exceptions permitted hereunder), and subject as to priority, to the extent practicable, only to the security interests securing the obligations in respect of the New Money Loans or any Debt constituting a Permitted Refinancing thereof, in each case along with a customary opinion of local counsel with respect to such security interest.

Foreign Security Interests. The following principles will be reflected in the terms of any foreign security interest taken as part of this transaction: (a) the security interest will be a first ranking security interest over such present and future assets of the Guarantors, subject to liens permitted under the Credit Agreement; (b) enforcement actions pertaining to such security interest will not be permitted to be taken by the secured parties until an Event of Default has occurred and is continuing; (c) notification of pledges over bank accounts will be given to the bank holding the account where this is required for perfection of a security interest provided that this is not inconsistent with Parent and its Subsidiaries retaining control over and the ability to use freely the balance of the account other than if an Event of Default has occurred and is continuing; (d) notification of security interests in receivables to debtors and of security interests over goods held by third parties will only be given if an Event of Default has occurred; (e) notification of security interests over insurance policies will only be served on any insurer of Parent’s and its Subsidiaries’ assets if an Event of Default has occurred; (f) the Foreign Security Documents should only operate to create security interests rather than to impose new commercial obligations (accordingly, the Foreign Security Documents shall not contain any representations or undertakings which are already included in the Credit Agreement, unless such representations or undertakings (such as in respect of title, insurance, information or the payment of costs) are required for the creation, perfection, protection or enforcement of security interests and are no more onerous than any equivalent representation or undertaking in the Credit Agreement (if applicable));

Foreign Security Interests. Within 90 days following the Effective Date (or such longer time as may be reasonably agreed by the Agent, the Borrowers shall have executed and delivered to the Agent all documents and instruments required to create and perfect the Agent’s first priority security interest in the Collateral in jurisdictions outside the U.S. and Canada (free and clear of all other liens, subject to exceptions permitted hereunder) (including amendments and other modifications of the collateral documentation in respect of the Existing Credit Agreement or the execution and delivery of new Collateral Documents to the extent reasonably required by the Agent).