Common use of Foreign Collateral Matters Clause in Contracts

Foreign Collateral Matters. Within 120 days after the Closing Date, unless otherwise extended or waived in writing by the Administrative Agent in its discretion, (i) the Borrower shall have authorized, executed and delivered (or caused to be authorized, executed and delivered) all documents and taken all actions necessary or appropriate to grant in favor of the Administrative Agent for the benefit of the Secured Parties a first priority pledge of 65% of the voting Equity Interests and 100% of the non-voting Equity Interests in each of the entities listed in Schedule 1.01D (the “Foreign Perfection Entities”) under the laws of the jurisdiction of such Subsidiary’s organization (including, without limitation, delivery of the Non-U.S. Pledge Agreements, and of all certificates, agreements or instruments, if any, representing such Equity Interests, of the Foreign Perfection Entities, accompanied by instruments of transfer endorsed in blank to the extent required or permitted under the jurisdiction of organization of the applicable issuer of such Equity Interests and the payment of all fees in connection therewith), (ii) the Administrative Agent shall have received, on behalf of itself and the Secured Parties, a favorable written opinion of counsel in the jurisdiction of organization of each of the Foreign Perfection Entities as shall be reasonably acceptable to the Administrative Agent, (a) dated no later than such 120th day after the Closing Date, (b) addressed to the Administrative Agent and the Lenders and (c) covering such matters relating to the Collateral Documents and the Loan Documents as the Administrative shall request, and (iii) the Administrative Agent shall have received certificates representing 65% of the voting Equity Interests and 100% of the non-voting Equity Interests held directly by any Loan Party in each “first tier” Non-U.S. Subsidiary listed on Schedule 5.11 for which Equity Interests are certificated, in each case together with undated stock powers or other instruments of transfer, endorsed in blank.

Foreign Collateral Matters. Within 120 days after The ABL Facility Collateral Agent, the Closing Dateother ABL Facility Secured Parties, unless otherwise extended or waived in writing by the Administrative Agent in its discretionApplicable First-Lien Agent, the First-Lien Collateral Agent, the other First-Lien Secured Parties, the Company and each Grantor (the “Parties”) hereby acknowledge and agree that: (a) (i) the Borrower shall have authorized, executed and delivered (or caused to be authorized, executed and delivered) all documents and taken all actions necessary or appropriate to grant in favor of the Administrative Agent for the benefit of the Secured Foreign Subsidiary Loan Parties a first priority pledge of 65% of the voting Equity Interests and 100% of the non-voting Equity Interests in each of the entities listed in Schedule 1.01D (the “Foreign Perfection EntitiesGrantors”) under have granted security interests in the laws Collateral of such Foreign Grantors and (ii) certain Domestic Loan Parties have pledged Foreign Pledged Collateral (such Collateral and Foreign Pledged Collateral, collectively, the “Foreign Collateral”), in the case of each of clause (i) and clause (ii) above, to secure certain ABL Obligations and Cash Flow Facility Obligations (and any other Bank Obligations) of such Foreign Grantors pursuant to the terms of the jurisdiction of such Subsidiary’s organization ABL Facility Security Documents and the First-Lien Security Documents; (including, without limitation, delivery b) it is the intention of the Non-U.S. Pledge Agreements, and of all certificates, agreements or instruments, if any, representing such Equity Interests, of Parties that (i) the Foreign Perfection Entities, accompanied by instruments Collateral shall be subject to terms of transfer endorsed in blank to the extent required or permitted under the jurisdiction of organization of the applicable issuer of such Equity Interests and the payment of all fees in connection therewith)this Agreement, (ii) subject to clause (c) below, any Proceeds with respect to the Administrative Agent Foreign Collateral constituting ABL Priority Collateral (as defined in this Section 6.18) (“Foreign ABL Priority Collateral”) and with respect to Foreign Collateral constituting Notes Priority Collateral (as defined in this Section 6.18) (“Foreign Notes Priority Collateral”) in each case shall have receivedbe applied in accordance with Section 2.01(a) of this Agreement to the same extent as all other ABL Priority Collateral and Notes Priority Collateral hereunder are so applied, (iii) notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the ABL Obligations granted on behalf the Foreign Collateral or of itself any Liens securing the Cash Flow Facility Obligations (and any other Bank Obligations) granted on the Secured PartiesForeign Collateral, a favorable written opinion and notwithstanding any provision of counsel in the jurisdiction security code of organization of each any jurisdiction, or any other applicable law or the ABL Facility Documents or Cash Flow Facility Documents or any defect or deficiencies in, or failure to perfect any such Liens or any other circumstance whatsoever, the ranking of the Foreign Perfection Entities as ABL Priority Collateral and Foreign Notes Priority Collateral shall be reasonably acceptable consistent with the ranking set forth in Section 2.01(c) of this Agreement with respect to all other ABL Priority Collateral and Notes Priority Collateral hereunder, as applicable, (iv) notwithstanding that Liens on the Foreign Notes Priority Collateral and Liens on the Foreign ABL Priority Collateral may (A) have legally the same ranking due to mandatory legal in-rem provisions governing such Foreign Notes Priority Collateral and Foreign ABL Priority Collateral, respectively, or (B) have been perfected in an order contrary to the Administrative Agentcontemplated ranking as set out in this Agreement, (athe contractual ranking of the Liens on the Foreign Notes Priority Collateral and Liens on the Foreign ABL Priority Collateral shall be consistent with the ranking set forth in Section 2.01(c) dated no later than such 120th day after the Closing Date, (b) addressed to the Administrative Agent and the Lenders and (c) covering such matters relating to the Collateral Documents and the Loan Documents as the Administrative shall requestother provisions of this Agreement, and (iiiv) all the Administrative Agent shall have received certificates representing 65% other terms and provisions of the voting Equity Interests and 100% of the non-voting Equity Interests held directly by any Loan Party in each “first tier” Non-U.S. Subsidiary listed on Schedule 5.11 for which Equity Interests are certificated, in each case together this Agreement with undated stock powers or other instruments of transfer, endorsed in blank.respect to Collateral be applicable to such Foreign Collateral;