Excluded Perfection Action means (a) the obtaining of control agreements or other control or similar arrangements with respect to deposit accounts, securities accounts or other assets requiring perfection by control (but not, for the avoidance of doubt, control by possession, including of certificated Equity Interests) other than Qualifying Control Agreements (as defined in the Security Agreement) with respect to Material Accounts to the extent requested by the Administrative Agent, (b) any requirement to obtain leasehold mortgages with respect to any leasehold interest (including with respect to improvements owned by any Credit Party on any leased premises), (c) any requirement to obtain landlord waivers, estoppels or collateral access letters other than, upon the request of the Administrative Agent, with respect to any Material Leased Property, (d) the perfection of motor vehicles, rolling stock and other assets subject to certificates of title (to the extent not perfected by the filing of a Form UCC-1 financing statement), (e) the perfection of commercial tort claims other than Material Commercial Tort Claims (to the extent not perfected by the filing of a Form UCC-1 financing statement), (f) the perfection of any intellectual property held in non-U.S. jurisdictions (to the extent not perfected by the filing of a Form UCC-1 financing statement or the filing of notices or security agreements with the United States Patent and Trademark Office or Copyright Office) and (g) the perfection of letter of credit rights other than Material Letter of Credit Rights (to the extent not perfected by the filing of a Form UCC-1 financing statement).
Excluded Perfection Action means, with respect to personal property other than Collateral Rigs, (a) any action necessary or desirable to be taken to perfect a security interest if the Collateral Agent reasonably agrees that the costs of taking such action are excessive in relation to the value afforded to the Secured Parties of perfecting such security interest and (b) any action that may be necessary or desirable to be taken to perfect a security interest, other than (i) obtaining Control (as defined in the UCC) over, or possession of, Collateral constituting Pledged Equity, (ii) the filing of a financing statement on Form UCC-1 (and any amendments thereto) in Washington D.C. or any other applicable jurisdiction in the United States and (iii) to the extent reasonably requested by the Collateral Agent, the filing, recording or registration in any jurisdiction whose law generally requires information concerning the existence of a nonpossessory security interest to be made generally available in a central filing, recording or registration system as a condition or result of such security interest’s obtaining priority over the rights of a lien creditor, trustee or receiver with respect to the applicable collateral. For the avoidance of doubt, obtaining the consent or acknowledgment of any third party (other than the Collateral Agent) in respect of a security interest shall be an Excluded Perfection Action.
Excluded Perfection Action shall have the meaning assigned to such term in the Security Agreement.
Examples of Excluded Perfection Action in a sentence
Notwithstanding anything in this clause (vii), no Credit Party shall be required to take any Excluded Perfection Action.
Notwithstanding anything in this Section 7.13, no Credit Party shall be required to take any Excluded Perfection Action.
At the Agent’s request, each Loan Party shall also promptly execute or cause to be executed and shall deliver to the Agent any and all documents, instruments and agreements deemed necessary by the Agent to give effect to or carry out the terms or intent of the Loan Documents, provided that no Loan Party shall be required to take any Excluded Perfection Action.
Such Grantor shall maintain the Security Interest created by this Agreement as a first priority perfected Security Interest (subject only to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (other than the holders of Permitted Liens); provided that in no event shall any Grantor be required to take any Excluded Perfection Action.
Unless constituting an Excluded Perfection Action, each Pledgor represents and warrants that, subject to Section 3.20 of the Credit Agreement, the Collateral Agent has a valid, enforceable, perfected first priority Lien under applicable U.S. state law (subject to Permitted Liens) in all uncertificated Pledged Securities pledged by it hereunder that are in existence on the date hereof.
More Definitions of Excluded Perfection Action
Excluded Perfection Action means, with respect to personal property, (a) any action necessary or desirable to be taken to perfect a security interest if the Administrative Agent agrees in its reasonable discretion that the costs of taking such action are excessive in relation to the value afforded to the Secured Parties of perfecting such security interest and (b) any action that may be necessary or desirable to be taken to perfect a security interest in a jurisdiction other than the U.S., other than (i) obtaining Control (as defined in the UCC) over Collateral, possession of Collateral or other action required to obtain a perfected security interest under the laws applicable to such Collateral (A) constituting Pledged Equity, deposit accounts, securities accounts or commodities accounts (except any Excluded Accounts), (B) constituting accounts receivable in an aggregate amount in any non-U.S. jurisdiction following the value of accounts receivable in such jurisdiction exceeding $3,000,000 or (C) which has a Fair Market Value exceeding an aggregate amount of $3,000,000, (ii) the filing of a financing statement of Form UCC-1 (and any amendments thereto) in Washington D.C. or any other applicable jurisdiction in the United States and (iii) to the extent reasonably requested by the Collateral Agent or the Administrative Agent, the filing, recording or registration in any jurisdiction whose law generally requires information concerning the existence of a nonpossessory security interest to be made generally available in a central filing, recording or registration system as a condition or result of such security interest’s obtaining priority over the rights of a lien creditor, trustee or receiver with respect to the applicable Collateral.
Excluded Perfection Action means, collectively, (a) any filings or other action in any jurisdiction outside of the United States or required by the Applicable Law of any jurisdiction outside of the United States to create or perfect any security interest in assets located or titled outside the United States, including any intellectual property registered in any jurisdiction outside the United States, (b) control agreements or other control or similar arrangements with respect to Deposit Accounts or Securities Accounts, (c) any requirement to obtain landlord waivers, estoppels or collateral access letters, (d) perfection obtained through notation on a certificate of title, letter of credit rights (other than to the extent such rights can be perfected by filing a UCC-1 financing statements), (e) any notices to be sent to Account Debtors or other contractual third parties (other than during the continuance of an Event of Default), (f) endorsement or delivery of any Franchisee Note or any Excluded Notes, (g) any taking possession of money (other than cash Proceeds of Collateral to the extent such Proceeds are required to be delivered pursuant to the Loan Documents) and (h) any other perfection action as to which the Administrative Agent and the Borrower reasonably determine that the costs of such perfection action with respect to such assets are excessive in relation to the value of the security or other benefit afforded thereby.
Excluded Perfection Action means, collectively, (a) any filings or other action in any jurisdiction outside of the United States or required by the Laws of any jurisdiction outside of the United States to create or perfect any security interest in any assets located or titled outside of the United States, including, without limitation, any such filings or other actions with respect to intellectual property registered in any jurisdiction outside the United States (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction outside the United States), (b) any bailee waivers, landlord waivers, estoppels or collateral access letters, (c) any notices to be sent to account debtors or other contractual third parties (other than during the continuance of an Event of Default), (d) any perfection action to the extent this Agreement or the Security Agreement expressly provides such action is not required and (e) any control agreements with respect to any Excluded Accounts (as defined in the Security Agreement).
Excluded Perfection Action means, with respect to personal property other than Collateral Rigs, (a) any action necessary or desirable to be taken to perfect a security interest if the Collateral Agent reasonably agrees that the costs of taking such action are excessive in relation to the value afforded to the Secured Parties of perfecting such security interest and (b) any action that may be necessary or desirable to be taken to perfect a security interest, other than (i) obtaining Control (as defined in the UCC) over, or possession of, Collateral constituting Pledged Equity, (ii) the filing of a financing statement on Form UCC1 (and any amendments thereto) in Washington D.C. or any other applicable jurisdiction in the United States and (iii) to the extent reasonably requested by the Collateral Agent, the filing, recording or registration in any jurisdiction whose law generally requires information concerning the existence of a nonpossessory security interest to be made generally available in a central filing, recording or registration system as a condition or result of such security interest’s obtaining priority over the rights of a lien creditor, trustee or receiver with respect to the applicable collateral. For the avoidance of doubt, obtaining the consent or acknowledgment of any third party (other than the Collateral Agent) in respect of a security interest shall be an Excluded Perfection Action.
Excluded Perfection Action means, collectively, (a) any filings or other actions in any jurisdiction outside of the United States or required by the Applicable Law of any jurisdiction outside of the United States (including any execution or delivery of any security or pledge agreement governed by the laws of any jurisdiction outside of the United States) to create or perfect any security interest in assets, including any Intellectual Property registered in any jurisdiction outside of the United States, other than (x) the delivery of stock certificates with respect to pledges of any Foreign Subsidiary, the Equity Interests of which are owned directly by one or more of the U.S. Grantors to the extent such Foreign Subsidiary is required to be pledged as Collateral under the Loan Documents and (y) as reasonably requested by the Administrative Agent, (b) any requirement to obtain bailee waivers, landlord waivers, estoppels or collateral access letters, (c) the execution and delivery of Deposit Account Control Agreements with respect to Excluded Deposit Accounts and Securities Account Control Agreements with respect to Excluded Securities Accounts and (d) any other perfection action as to which the Administrative Agent and a Borrower reasonably determine that the costs of such perfection action with respect to such assets are excessive in relation to the value of the security or other benefit afforded thereby.
Excluded Perfection Action means, collectively, (a) any filings or other actions in any jurisdiction outside of the United States or required by the Applicable Law of any jurisdiction outside of the United States (including any execution or delivery of any security or pledge agreement governed by the laws of any jurisdiction outside of the United States) to create or perfect any security interest in assets, (b) any requirement to obtain bailee waivers, landlord waivers, estoppels or collateral access letters and (c) any other perfection action as to which the Administrative Agent and Holdings reasonably determine that the costs of such perfection action with respect to such assets are excessive in relation to the value of the security or other benefit afforded thereby.
Excluded Perfection Action means, collectively, (a) any filings, registrations or other actions in any jurisdiction outside of the United States or required by the Applicable Law of any jurisdiction outside of the United States to create or perfect any security interest in assets, including any Intellectual Property registered in any jurisdiction outside of the United States, (b) any execution, delivery or maintaining of any security or pledge agreement governed by the laws of any jurisdiction outside of the United States, (c) the execution, delivery, maintaining and/or obtaining of deposit account or securities account control agreements and (d) any other perfection action other than the filing of a UCC financing statement, delivery of certificated Equity Interests issued by any Material Subsidiary and constituting Collateral or filings against Intellectual Property in the applicable PTO or Copyright office.