Foreign Collateral Clause Samples
Foreign Collateral. For avoidance of doubt, it is understood and agreed that the Bermuda Term Borrower and various Foreign Subsidiaries of the Company and/or the Bermuda Term Borrower have granted security interests in certain of their property, securing their Term Obligations, and that as of the date of this Agreement, no such security interests have been provided by the Bermuda Term Borrower or any other Foreign Subsidiary to secure any ABL Obligations or Notes Obligations. It is understood and agreed by all parties hereto that this Agreement does not apply to any security interests granted by the Bermuda Term Borrower or any other Foreign Subsidiary, and that any assets or property pledged by the Bermuda Term Borrower or any other Foreign Subsidiary to secure (or which are subject to a Lien to secure) any Term Obligations or ABL Obligations or Notes Obligations shall not be subject to the terms or provisions of this Agreement. Neither the Bermuda Term Borrower nor any Foreign Subsidiary shall constitute a Grantor hereunder or be bound by the provisions hereof.
Foreign Collateral. Company shall use its best efforts to take or ------------------ cause to be taken all such actions, execute and deliver or cause to be executed and delivered all such agreements, documents and instruments and make or cause to be made all such filings and recordings that may be necessary or, in the opinion of Administrative Agent, desirable in order to create in favor of Collateral Agent, for the benefit of Banks, a valid and perfected security interest in all foreign registrations of IP Collateral and 65% of the Capital Stock owned by Company or any Domestic Subsidiary of all Material Foreign Subsidiaries (other than the Capital Stock of Restricted Subsidiaries).
Foreign Collateral. Within 45 days of the end of each fiscal quarter, a report from the US Borrower or the European Borrower setting forth the book value (or, if applicable, the appraised value) of all Foreign Collateral, valued in accordance with US GAAP.
Foreign Collateral. Notwithstanding anything to the contrary contained herein, each Fixed Asset Collateral Agent, on behalf of itself and the applicable Fixed Asset Claimholders, acknowledges and agrees that (i) certain Foreign Subsidiaries of the Company may from time to time be obligors or guarantors under the ABL Credit Documents and may grant Liens on their assets under the ABL Credit Documents, (ii) such Foreign Subsidiaries are not obligors or guarantors under the Fixed Asset Documents and have not granted any Liens on their assets under the Fixed Asset Documents, (iii) the terms “Credit Party”, “Grantor”, “Borrower” or “Guarantor” hereunder shall not include such Foreign Subsidiaries, (iv) the terms “ABL Priority Collateral”, “Fixed Asset Priority Collateral” and “Collateral” shall not include any assets or property of such Foreign Subsidiaries, and (iv) the ABL Collateral Agent and the other ABL Claimholders shall be free to deal with the assets and properties of such Foreign Subsidiaries (including the exercise of any remedies with respect thereto) and retain and/or apply the proceeds thereof without regard to any of the provisions or restrictions set forth in this Agreement.
Foreign Collateral. For the avoidance of doubt, notwithstanding that Liens granted to the Secured Parties on the Collateral governed by the laws of a jurisdiction located outside of the United States of America (the “Foreign Collateral”) may (A) have legally the same or differing ranking due to mandatory legal provisions governing such Foreign Collateral or (B) have been perfected in an order contrary to the contemplated ranking as set out in this Agreement, the contractual ranking of the Liens on such Foreign Collateral shall be consistent with the ranking set forth in Sections 2.01 and 2.02, and all the other terms and provisions of this Agreement with respect to Collateral shall be applicable to such Foreign Collateral.
Foreign Collateral. (a) With respect to the part of the Collateral secured pursuant to the German Collateral Documents or any other Collateral created under German law (“German Collateral”):
(i) The Administrative Agent shall:
(A) hold, administer and realize such German Collateral that is transferred or assigned by way of security (Sicherungseigentum/Sicherungsabtretung) or otherwise granted to it and is creating or evidencing a non-accessory security right (nicht akzessorische Sicherheit) in its own name as German law trustee (Treuhänder) for the benefit of the Secured Parties;
(B) hold, administer, and realize any such German Collateral that is pledged (verpfändet) or otherwise transferred to the Administrative Agent and is creating or evidencing an accessory security right (akzessorische Sicherheit) as agent.
(ii) Each Secured Party hereby authorizes and grants a power of attorney (Vollmacht), and each future Secured Party by becoming a party to this Agreement authorizes, and grants a power of attorney (Vollmacht) to the Administrative Agent (whether or not by or through employees or agents) to:
(A) accept as its representative (Stellvertreter) any pledge or other creation of any accessory security right granted in favor of such Secured Party in connection with the German Collateral Documents and to agree to and execute on its behalf as its representative (Stellvertreter) any amendments and/or alterations to any German Collateral Documents or any other agreement related to such German Collateral which creates a pledge or any other accessory security right (akzessorische Sicherheit) including the release or confirmation of release of such security;
(B) execute on behalf of itself and the Secured Parties where relevant and without the need for any further referral to, or authority from, the Secured Parties or any other person all necessary releases of any such German Collateral secured under the German Collateral Documents or any other agreement related to such German Collateral;
(C) realize such German Collateral in accordance with the German Collateral Documents or any other agreement securing such German Collateral;
(D) make, receive all declarations and statements and undertake all other necessary actions and measures which are necessary or desirable in connection with such German Collateral or the German Collateral Documents or any other agreement securing the German Collateral;
(E) take such action on its behalf as may from time to time be authorized under or in accor...
Foreign Collateral. Execute such further documents and take such further actions as JPM may reasonably request under local law to establish the guaranties contemplated herein and create and perfect liens and security interests in the portion of the Collateral located in (or held by entities located or organized in) jurisdictions outside the United States.
Foreign Collateral. Notwithstanding anything herein or in any Collateral Document to the contrary, no Loan Party nor any of its Subsidiaries shall be required to take any steps or actions or make any filings to perfect security interests in the Collateral in any country other than the United States.
Foreign Collateral. Within 120 days from the Closing Date, each of OrthoPediatrics EU, OrthoPediatrics Aus and OrthoPediatrics NZ (each a “Non U.S. Loan Party”) shall execute all security and collateral agreements and amendments to this Agreement that are necessary in the sole discretion of Lender in order for the Lender to have a priority lien on all Collateral owned by such Non U.S. Loan Party including all filings and recordations under the laws of the jurisdiction where such party is organized or where the Collateral may be located.
Foreign Collateral. Each of OrthoPediatrics EU, OrthoPediatrics Aus and OrthoPediatrics NZ (each a “Non U.S. Loan Party”) shall execute all security and collateral agreements and amendments to this Agreement from time to time that are necessary in the sole discretion of Lender in order for the Lender to continue to have a priority lien on all Collateral owned by such Non U.S. Loan Party including all filings and recordations under the laws of the jurisdiction where such party is organized or where the Collateral may be located.