Foreign Guarantees and Collateral Clause Samples
Foreign Guarantees and Collateral. The parties hereto acknowledge and agree that for purposes of the Administrative Agent’s discretion under this Agreement (including, without limitation, the definitions of “Collateral and Guarantee Requirement,” “Excluded Assets,” “Excluded Subsidiary” and “Subsidiary Loan Party” and Sections 5.11, 6.01(a)(iii), 6.01(a)(xxxi) and 6.02(xxxii)) and the other Loan Documents, it shall not be unreasonable for the Administrative Agent to decline to add a Foreign Subsidiary that is not organized in Canada or a province or territory thereof as a Subsidiary Loan Party, to decline to obtain a Lien on assets or to take any other action or make any other determination specified in such definitions and Sections, in each case, to the extent that (i) the Subsidiary in question is organized in a jurisdiction that is subject to Sanctions or that entails comparable risks (including, without limitation, with respect to reputational risks) or (ii) the Administrative Agent reasonably determines that the collateral and security regime (including, without limitation, the scope of collateral that may be created and perfected without excessive administrative burden and the ability to exercise, and procedures for exercising, remedies with respect thereto) of the jurisdiction of the applicable Subsidiary is not comparable to, or is otherwise inadequate or adverse to the Secured Parties as compared to, the collateral and security regime in the United States.
Foreign Guarantees and Collateral. The parties hereto acknowledge and agree that for purposes of the Required Purchasers’ discretion under this Agreement (including, without limitation, the definitions of “Collateral and Guarantee Requirement,” “Excluded Assets,” “Excluded Subsidiary” and “Subsidiary Note Party” and Sections 5.1(k), 5.2(a)(iii), 5.2(a)(xxi) and 5.2(b)(xxxii)) and the other Note Documents, it shall not be unreasonable for the Required Purchasers to decline to add a Foreign Subsidiary that is not organized in Canada or a province or territory thereof as a Subsidiary Note Party, to decline to obtain a Lien on assets or to take any other action or make any other determination specified in such definitions and Sections, in each case, to the extent that (i) the Subsidiary in question is organized in a jurisdiction that is subject to Sanctions or that entails comparable risks (including, without limitation, with respect to reputational risks) or (ii) the Required Purchasers reasonably determine that the collateral and security regime (including, without limitation, the scope of collateral that may be created and perfected without excessive administrative burden and the ability to exercise, and procedures for exercising, remedies with respect thereto) of the jurisdiction of the applicable Subsidiary is not comparable to, or is otherwise inadequate or adverse to the Secured Parties as compared to, the collateral and security regime in the United States.