Limitation on Collateral. Notwithstanding anything to the contrary in Sections 4.1 through 4.4 or any other Collateral Document (a) no Loan Party shall be required to grant a security interest in any asset or perfect a security interest in any Collateral to the extent: (i) the cost, burden, difficulty or consequence of granting or perfecting a Lien (including any mortgage, stamp, intangible or other tax or expenses relating to such Lien) outweighs the benefit to the Lenders of the security afforded thereby as reasonably determined by the Borrower and the Administrative Agent or (ii) the grant or perfection of a security interest in such asset would be prohibited by enforceable anti-assignment provisions of contracts or applicable law or would violate the terms of any contract relating to such asset or would trigger termination of (or a right of termination under) any contract pursuant to any “change of control” or similar provision or otherwise require any Loan Party or any Subsidiary thereof to take any action that is materially adverse to its interests (in each case, after giving effect to the applicable anti-assignment provisions of the UCC or other applicable law), (b) Liens required to be granted pursuant to Section 4.4 shall be subject to exceptions and limitations consistent with those set forth in the Collateral Documents as in effect on the First Restatement Effective Date (to the extent appropriate in the applicable jurisdiction), (c) no action shall be required in order to create or perfect any security interest in any assets located outside of the United States and no foreign law security or pledge agreement or foreign intellectual property filing or search shall be required, (d) no Loan Party shall be required to seek any landlord lien waiver, estoppel, warehouseman waiver or other collateral access or similar letter or agreement and (e) the security interests in the following Collateral shall not be required to be perfected: (i) assets requiring perfection through control agreements or other control arrangements (other than control of pledged Equity Interests to the extent otherwise required by any Loan Document and promissory notes in a principal amount in excess of $10.0 million); (ii) vehicles and any other assets subject to certificates of title; and (iii) Letter of Credit Rights to the extent not perfected by the filing of a Form UCC-1 financing statement.
Limitation on Collateral. Notwithstanding anything to the contrary in Sections 4.1 through 4.4 or any other Collateral Document (a) the Administrative Agent shall not require the taking of a Lien on, or require the perfection of any Lien granted in, those assets as to which the cost of obtaining or perfecting such Lien (including any mortgage, stamp, intangibles or other tax or expenses relating to such Lien) is excessive in relation to the benefit to the Lenders of the security afforded thereby as reasonably determined by the Borrower and the Administrative Agent and (b) Liens required to be granted pursuant to Section 4.4 shall be subject to exceptions and limitations consistent with those set forth in the Collateral Documents as in effect on the Closing Date (to the extent appropriate in the applicable jurisdiction).
Limitation on Collateral. Notwithstanding the foregoing, "Collateral" shall not include any General Intangibles or other rights arising under contracts which contain a valid and enforceable restriction on the grant of a security interest therein (other than any such restriction which is rendered ineffective pursuant to Section 9-318(4) of the UCC) to the extent such grant would constitute a violation of such restriction, unless and until any such restriction is removed, waived or no longer valid and enforceable. Each Obligor represents and warrants that none of the Trademarks listed on Schedule 1.01(b) is subject to any such restriction. 150
Limitation on Collateral. Borrower shall not sell, transfer, lease, assign, convey or otherwise dispose of any portion of the Collateral, including by selling or issuing any direct or indirect participation interests therein, except to Administrative Agent in accordance with the terms of this Agreement and the other Loan Documents.
Limitation on Collateral. Notwithstanding anything to the contrary in this Agreement or any other Fund Document, from and after the Effective Date, the First Priority Collateral shall solely secure the Secured Obligations and all other Obligations shall constitute unsecured obligations of the Obligors.
Limitation on Collateral. Notwithstanding anything else contained in this Agreement or any other Loan Document, each Loan Party acknowledges that certain of the Collateral of the Loan Parties may now or in the future consist of ULC Shares, and that it is the intention of Agent and each Loan Party that neither Agent (nor any Lender) nor any beneficiary, successor in interest, agent or any other affiliate of Agent or any Lender should under any circumstances prior to realization thereon be held to be a “shareholder” or “member”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, where a Loan Party has granted a Lien in any ULC Shares, such Loan Party will remain the sole registered and beneficial owner of such ULC Shares until such time as such ULC Shares are effectively transferred into the name of Agent, or any beneficiary, successor in interest, agent or any other affiliate of Agent, or any other person on the books and records of the applicable ULC. Accordingly, each Loan Party shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such ULC Shares (except for any dividend or distribution comprised of pledged interests of Subsidiary, which is required to be delivered to Agent to hold as collateral hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of the applicable ULC to the same extent as such Loan Party would if such ULC Shares were not pledged to Agent pursuant hereto. Nothing in this Agreement or any other Loan Document is intended to, and nothing in this Agreement or any other Loan Document shall, constitute Agent, or any beneficiary, successor in interest, agent or any other affiliate of Agent, or any other person other than such Loan Party, a member or shareholder of a ULC for the purposes of any ULC Laws (whether listed or unlisted, registered or beneficial), until such time as notice is given to such Loan Party and further steps are taken pursuant hereto or thereto so as to register Agent, or such other person, as specified in such notice, as the holder of the ULC Shares. To the extent any provision hereof
Limitation on Collateral. Borrower shall submit from time to time upon request of the Bank such evidence as the Bank may reasonably request that neither American nor Raven own nor have either of them owned any Collateral included within the Borrowing Base while any indebtedness is outstanding under the Line of Credit.
Limitation on Collateral. Notwithstanding anything to the contrary contained herein, this Section 6.12 shall not require: (i) the creation or perfection of pledges of sixty-five percent (65%) of the equity interests of Designated Foreign Subsidiaries, if and for so long as, the Administrative Agent, in consultation with the Borrower, reasonably determines that the cost of creating or perfecting such pledges (taking into account any adverse tax consequences to the Group Companies (including the imposition of withholding or other material taxes on Lenders)) shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (ii) the creation or perfection of pledges of or security interests in particular properties and assets of any non-wholly owned Subsidiaries formed or acquired pursuant to Section 7.03(xviii), nor shall any such non-wholly owned Subsidiaries formed or acquired pursuant to Section 7.03(xviii) be required to become Guarantors; (iii) any Foreign Subsidiary to become a Guarantor or grant a security interest in any of its assets or property to secure any such guaranty, and no Loan Party shall be required to pledge more than sixty-five percent (65%) of the equity interests entitled to vote (within the meaning of Treasury Reg. Section 1.956-2(c)(2)) of any such Foreign Subsidiary of a Loan Party; or (iv) the delivery of a Mortgage with respect to any Material Leased Properties if, after the use of commercially reasonable efforts, such Mortgage cannot be delivered.
Limitation on Collateral. Notwithstanding the foregoing, “Collateral” shall not include (i) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law or (ii) any General Intangibles or other rights arising under contracts which contain a valid and enforceable restriction on the grant of a security interest therein (other than any such restriction which is rendered ineffective pursuant to Section 9-406 of the UCC) to the extent such grant would constitute a violation of such restriction, unless and until any such restriction is removed, waived or no longer valid and enforceable (and each Obligor represents and warrants that none of the Trademarks is subject to any such restriction).
