Special Provisions Regarding. Pledges of Equity Interests in, and Promissory Notes Owed by, Persons Not Organized in the United States. The parties hereto acknowledge and agree that the provisions of the Security Agreement executed and delivered by the Restricted Parties require that, among other things, all promissory notes executed by, and all (or 65%, as the case may be) of the capital stock and other equity interests in, various Persons owned by the respective Restricted Party be pledged, and delivered for pledge, pursuant to the Security Agreement. To the extent the Security Agreement requires or provides for the pledge of promissory notes issued by, or capital stock or other equity interests in, any Person organized under the laws of a jurisdiction other than the United States, it is acknowledged that, as of the Closing Date, no actions have been required to be taken to perfect under any local law of the jurisdiction of the Person who issued the respective promissory notes or whose capital stock or other equity interests are pledged, under the Security Documents. The Restricted Parties hereby agree that, following any request by the Required Holders to do so in respect to any such asset that is material, each Restricted Party shall, and shall cause its Subsidiaries to, take such actions under U.S. law or the local law of any jurisdiction with respect to which such actions have not already been taken as are reasonably determined by the Required Holders to be necessary or desirable in order to fully perfect, preserve or protect the security interests in such assets granted pursuant to the Security Agreement under the laws of such jurisdictions. If requested to do so pursuant to this Section 14.13, all such actions shall be taken in accordance with the provisions of this Section 14.13 as promptly as practicable. All conditions and representations contained in this Agreement and the other Transaction Documents shall be deemed modified to the extent necessary to effect the foregoing and so that same are not violated by reason of the failure to take actions under U.S. Federal or local law (but only with respect to capital stock of, other equity interests in, and promissory notes issued by, Persons organized under laws of jurisdictions other than the United States) not re- quired to be taken in accordance with the provisions of this Section 14.13, provided, that to the extent any representation or warranty would not be true because the foregoing actions were not taken, the respective representation or warranty shall be required to be true and correct in all material respects at such time as the respective action is required to be taken in accordance with the foregoing provisions of this Section 14.13.
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Special Provisions Regarding. Pledges of Equity Interests in, and Promissory Notes Owed by, Persons Not Organized in the United StatesQualified Jurisdictions. The parties hereto acknowledge and agree that the provisions of the various Security Agreement Documents executed and delivered by the Restricted Credit Parties require that, among other things, all promissory notes executed (including, without limitation, Intercompany Notes) issued by, and all (or 65%, as the case may be) of the capital stock and other equity interests Equity Interests in, various Persons owned by the respective Restricted Credit Party be pledged, and delivered for pledge, pursuant to the Security AgreementDocuments. To The parties hereto further acknowledge and agree that each Credit Party shall be required to take all actions under the laws of the jurisdiction in which such Credit Party is organized to create and perfect all security interests granted pursuant to the various Security Documents and to take all actions under the laws of each Qualified Jurisdiction to perfect the security interests in the Equity Interests of, and promissory notes (including, without limitation, Intercompany Notes) issued by, any Person organized under the laws of said jurisdictions. Except as provided in the immediately preceding sentence, to the extent the any Security Agreement Document requires or provides for the pledge of promissory notes (including, without limitation, Intercompany Notes) issued by, or capital stock or other equity interests Equity Interests in, any Person organized under the laws of a jurisdiction other than those specified in the United Statesimmediately preceding sentence, it is acknowledged that, as of the Closing Initial Borrowing Date, no actions have been required to be taken to perfect perfect, under any local law of the jurisdiction of the Person who issued the respective promissory notes or whose capital stock or other equity interests Equity Interests are pledged, under the Security Documents. The Restricted Parties Borrowers hereby agree that, following any request by the Administrative Agent or Required Holders Lenders to do so in respect to any such asset that is materialso, each Restricted Party Borrower shall, and shall cause its Subsidiaries to, take such actions (including, without limitation, the execution of Additional Security Documents, the making of any filings and the delivery of appropriate legal opinions) under U.S. law or the local law of any jurisdiction with respect to which such actions have not already been taken as are reasonably determined by the Administrative Agent or Required Holders Lenders to be necessary or desirable in order to fully perfect, preserve or protect the security interests in such assets granted pursuant to the various Security Agreement Documents under the laws of such jurisdictions. If requested to do so pursuant to this Section 14.1313.19, all such actions shall be taken in accordance with the provisions of this Section 14.13 as promptly as practicable13.19 and Section 8.11 and within the time periods set forth therein. All conditions and representations contained in this Agreement and the other Transaction Credit Documents shall be deemed modified to the extent necessary to effect the foregoing and so that same are not violated by reason of the failure to take actions under U.S. Federal or local law (but only with respect to capital stock of, other equity interests Equity Interests in, and promissory notes issued by, Persons organized under laws of jurisdictions other than the United StatesQualified Jurisdictions) not re- quired required to be taken in accordance with the provisions of this Section 14.1313.19, provided, provided that to the extent any representation or warranty would -190- not be true because the foregoing actions were not taken, the respective representation or warranty of warranties shall be required to be true and correct in all material respects at such time as the respective action is required to be taken in accordance with the foregoing provisions of this Section 14.1313.20 or pursuant to Section 8.11.
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Special Provisions Regarding. Pledges of Equity Interests in, and Promissory Notes Owed by, Persons Not Organized in the United States. The parties hereto acknowledge and agree that the provisions of the Security Pledge Agreement executed and delivered by the Restricted Parties require that, among other things, all promissory notes executed (including, without limitation, Intercompany Notes) issued by, and all (or 65%, as the case may be) of the capital stock and other equity interests Equity Interests in, various Persons owned by the respective Restricted Credit Party be pledged, and delivered for pledge, pursuant to the Security Pledge Agreement. To The parties hereto further acknowledge and agree that each Credit Party shall be required to take all actions under the laws of the jurisdiction in which such Credit Party is organized to create and perfect all security interests granted pursuant to the Pledge Agreement and to take all actions under the laws of each jurisdiction within the United States or any State thereof to perfect the security interests in the Equity Interests of, and promissory notes (including, without limitation, Intercompany Notes) issued by, any Person organized under the laws of any such jurisdiction. Except as provided in the immediately preceding sentence, to the extent that the Security Pledge Agreement requires or provides for the pledge of promissory notes (including, without limitation, Intercompany Notes) issued by, or capital stock or other equity interests Equity Interests in, any Person organized under the laws of a jurisdiction other than outside of the United StatesStates or any State thereof, it is acknowledged that, as of the Closing Effective Date, no actions have been required to be taken to perfect perfect, under any local law of the jurisdiction of the Person who issued the respective promissory notes or whose capital stock or other equity interests Equity Interests are pledged, under the Security DocumentsPledge Agreement. The Restricted Parties Borrower hereby agree agrees that, following any request by the Administrative Agent or the Required Holders Lenders to do so in respect to any such asset that is materialso, each Restricted Party the Borrower shall, and shall cause its Subsidiaries to, take such actions (including, without limitation, the execution of Additional Security Documents, the making of any filings and the delivery of appropriate legal opinions) under U.S. law or the local law of any jurisdiction with respect to which such actions have not already been taken as are reasonably determined by the Administrative Agent or the Required Holders Lenders to be necessary or desirable in order to fully perfect, preserve or protect the security interests in such assets granted pursuant to the Security Pledge Agreement under the laws of such jurisdictions. If requested to do so pursuant to this Section 14.1313.18, all such actions shall be taken in accordance with the provisions of this Section 14.13 as promptly as practicable13.18 and Section 8.11 and within the time periods set forth therein. All conditions and representations contained in this Agreement and the other Transaction Credit Documents shall be deemed modified to the extent necessary to effect the foregoing and so that same are not violated by reason of the failure to take actions under U.S. Federal or local law (but only with respect to capital stock of, other equity interests in, and promissory notes issued by, Persons organized under laws of jurisdictions other than the United States) not re- quired required to be taken in accordance with the provisions of this Section 14.1313.18, provided, provided that to the extent any representation or warranty would not be true because the foregoing actions were not taken, the respective representation or warranty of warranties shall be required to be true and correct in all material respects at such time as the respective action is required to be taken in accordance with the foregoing provisions of this Section 14.1313.18 or pursuant to Section 8.11.
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Special Provisions Regarding. Pledges Revolving Loan Commitments and ----------------------------------------------------------- Indemnifying Lenders. (a) Upon the execution of Equity Interests in, this Agreement or an -------------------- Assignment and Promissory Notes Owed by, Persons Not Organized in the United States. The parties hereto acknowledge and agree that the provisions of the Security Assumption Agreement executed and delivered by the Restricted Parties require that, among other things, all promissory notes executed by, and all (or 65%with respect to an Indemnity Participation, as the case may be, each Indemnifying Lender shall be deemed to, and hereby agrees to, have irrevocably purchased a participation (each, an "Indemnity Participation") from the Fronting Lender in the Revolving Loan Commitment of the capital stock Fronting Lender (including, without limitation, the related Revolving Loans of the Fronting Lender, the obligations of the Fronting Lender to fund its share of Mandatory Borrowings and other equity interests inthe participation of the Fronting Lender in outstanding Letters of Credit and Unpaid Drawings with respect thereto), various Persons owned by in a proportionate amount based on such Indemnifying Lender's Indemnity Amount. Upon the occurrence of a Triggering Event, each Indemnifying Lender, upon one Business Day's notice from the Fronting Lender (provided that such notice shall not be required if a Triggering Event has occurred and a Default or Event of Default of the type described in Section 10.05 is then in existence, in which case the respective Restricted Party be pledgedIndemnifying Lender shall immediately pay all amounts described below to the Fronting Lender), shall deliver to the Fronting Lender by wire transfer in immediately available funds and delivered for pledgein the relevant Approved Currency (x) its proportionate share, based on its Indemnity Amount, of the aggregate unpaid principal amount of the Fronting Lender's Revolving Loans, (y) its proportionate share, based on its Indemnity Amount, of each Mandatory Borrowing thereafter made pursuant to the Security Agreement. To the extent the Security this Agreement requires or provides for the pledge of promissory notes issued byand (z) its proportionate share, or capital stock or other equity interests inbased on its Indemnity Amount, any Person organized under the laws of a jurisdiction other than the United States, it is acknowledged that, as of the Closing Date, no actions have been required aggregate amount of Unpaid Drawings from time to be taken to perfect under any local law of the jurisdiction of the Person who issued the respective promissory notes or whose capital stock or other equity interests are pledged, under the Security Documents. The Restricted Parties hereby agree that, following any request by the Required Holders to do so in respect to any such asset that is material, each Restricted Party shall, and shall cause its Subsidiaries to, take such actions under U.S. law or the local law of any jurisdiction time hereunder with respect to which such actions have not already been taken as are reasonably determined by the Required Holders to be necessary or desirable in order to fully perfect, preserve or protect the security interests in such assets granted pursuant to the Security Agreement Letters of Credit. Each Indemnifying Lender's obligations under the laws of such jurisdictions. If requested to do so pursuant to this Section 14.13, all such actions 1.17 shall be taken absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which the Administrative Agent, the Fronting Lender or any Lender may have against the Fronting Lender, any Credit Party or any other Person for any reason whatsoever, (b) the occurrence or continuance of a Default or an Event of Default, (c) any adverse change in accordance with the provisions condition (financial or otherwise) of any Credit Party, (d) any breach of this Section 14.13 as promptly as practicable. All conditions and representations contained in this Agreement and by any Credit Party, the Administrative Agent, the Fronting Lender or any Lender, or (e) any other Transaction Documents shall be deemed modified circumstance, happening or event whatsoever, whether or not similar to the extent necessary to effect the foregoing and so that same are not violated by reason any of the failure to take actions under U.S. Federal or local law (but only with respect to capital stock of, other equity interests in, and promissory notes issued by, Persons organized under laws of jurisdictions other than the United States) not re- quired to be taken in accordance with the provisions of this Section 14.13, provided, that to the extent any representation or warranty would not be true because the foregoing actions were not taken, the respective representation or warranty shall be required to be true and correct in all material respects at such time as the respective action is required to be taken in accordance with the foregoing provisions of this Section 14.13foregoing.
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Samples: Credit Agreement (Manitowoc Co Inc)
Special Provisions Regarding. Pledges of Equity Interests in, and Promissory Notes Owed by, Persons Not Organized in the United States. The parties hereto acknowledge and agree that the provisions of the various Security Agreement Documents executed and delivered by the Restricted Credit Parties require that, among other things, all promissory notes executed by, and all (or 65%, as the case may be) of the capital stock and other equity interests Equity Interests in, various Persons owned by the respective Restricted Credit Party be pledged, and delivered for pledge, pursuant to the Security AgreementDocuments. To The parties hereto further acknowledge and agree that each Credit Party shall be required to take all actions under the laws of the jurisdiction in which such Credit Party is organized to create and perfect all security interests granted pursuant to the various Security Documents and to take all actions under the laws of the United States and any State thereof to perfect the security interests in the capital stock and other Equity Interests of, and promissory notes issued by, any Person organized under the laws of said jurisdictions (in each case, to the extent said capital stock, other Equity Interests or promissory notes are owned by any Credit Party). Except as provided in the immediately preceding sentence, to the extent any Security Agreement Document requires or provides for the pledge of promissory notes issued by, or capital stock or other equity interests Equity Interests in, any Person organized under the laws of a jurisdiction other than those specified in the United Statesimmediately preceding sentence, it is acknowledged that, as of the Closing Initial Borrowing Date, no actions have been required to be taken to perfect perfect, under any local law of the jurisdiction of the Person who issued the respective promissory notes or whose capital stock or other equity interests Equity Interests are pledged, under the Security Documents. The Restricted Parties Borrower hereby agree agrees that, following any request by the Administrative Agent or the Required Holders Lenders to do so in respect to any such asset that is materialso, each Restricted Party shallthe Borrower will, and shall will cause its Subsidiaries to, take such actions (including, without limitation, the execution of Additional Security Documents, the making of any filings and the delivery of appropriate legal opinions) under U.S. law or the local law of any jurisdiction with respect to which such actions have not already been taken as are reasonably determined by the Administrative Agent or the Required Holders Lenders to be necessary or desirable in order to fully perfect, preserve or protect the security interests in such assets granted pursuant to the various Security Agreement Documents under the laws of such jurisdictions. If requested to do so pursuant to this Section 14.1313.17, all such actions shall be taken in accordance with the provisions of this Section 14.13 as promptly as practicable13.17 and Section 9.12 and within the time periods set forth therein. All conditions and representations contained in this Agreement and the other Transaction Credit Documents shall be deemed modified to the extent necessary to effect the foregoing and so that same are not violated by reason of the failure to take actions under U.S. Federal or local law (but only with respect to capital stock of, other equity interests Equity Interests in, and promissory notes issued by, Persons organized under laws of jurisdictions other than the United StatesStates and any State thereof) not re- quired required to be taken in accordance with the provisions of this Section 14.1313.17, provided, provided that to the extent any representation or warranty would not be true because the foregoing actions were not taken, the respective representation or warranty of warranties shall be required to be true and correct in all material respects at such time as the respective action is required to be taken in accordance with the foregoing provisions of Section 9.12 and this Section 14.1313.17.
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