Common use of Foreign Subsidiaries Security Clause in Contracts

Foreign Subsidiaries Security. Notwithstanding anything to the contrary in the Credit Documents, the Credit Parties shall not be required to enter into foreign law Pledge and Security Agreements after the Effective Date with respect to capital stock of Foreign Subsidiaries which are otherwise required to be pledged under the Credit Documents to the extent the fair market value of the assets of a Foreign Subsidiary and its direct and indirect Subsidiaries is less than $25,000,000 at the time such Foreign Subsidiary is acquired or created; provided that if the Company shall reasonably determine that the fair market value of the assets of any Foreign Subsidiary and its direct and indirect Subsidiaries acquired or created after the Effective Date exceeds $40,000,000 as of the end of any fiscal year of the Company, then the relevant Credit Party shall be required to enter into a foreign law Pledge and Security Agreement with respect to the capital stock of such Foreign Subsidiary (to the extent otherwise required to be pledged pursuant to the Credit Documents) within 60 days following the date of delivery to the Administrative Agent of the compliance certificate delivered concurrently with the financial statements for such fiscal year delivered pursuant to Section 8.1(a), or such longer period as may be agreed by the Administrative Agent (and without any requirement for Lender consent).

Appears in 3 contracts

Samples: Credit Agreement (KLX Inc.), Loan Agreement (KLX Inc.), Loan Agreement (B/E Aerospace Inc)

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