Excluded Perfection Actions definition
Excluded Perfection Actions has the meaning given thereto in the proviso to the definition of Collateral and Guarantee Requirement.
Excluded Perfection Actions means: the giving of notice or taking other actions (other than the filing of UCC financing statements) in respect of any (i) Instrument or Tangible Chattel Paper, to the extent the individual face amount thereof does not exceed $250,000 or the aggregate value of all Instruments and Chattel Paper for which perfection steps have not been taken in reliance on this clause (i) does not exceed $500,000, (ii) Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction), to the extent the individual face amount thereof does not exceed $250,000 or the aggregate value of all Electronic Chattel Paper and “transferable records” for which perfection steps have not been taken in reliance on this clause (ii) does not exceed $500,000, (iii) Commercial Tort Claims, to the extent the individual value thereof does not exceed of $250,000 or the aggregate value of all Commercial Tort Claims for which perfection steps have not been taken in reliance on this clause (iii) does not exceed $500,000, (iv) Letter-of-Credit Rights, to the extent the individual value thereof does not exceed $250,000 or the aggregate value of all Letter-of-Credit Rights for which perfection steps have not been taken in reliance on this clause (iv) does not exceed $500,000, (v) Excluded Accounts, (vi) Securities Account or Commodity Account in which the amount and/or fair market value of the financial assets and or commodity contracts, as the case may be, held from time to time in such accounts does not exceed $500,000 in the aggregate, (vii) Intellectual Property registered in any jurisdiction other than the United States and (viii) other assets to the extent the Collateral Agent shall determine in its reasonable discretion in consultation with Borrower that the cost of perfecting a security interest therein (including any material adverse tax consequences resulting therefrom) outweighs the benefit to the Secured Parties to be afforded thereby.
Excluded Perfection Actions means (i) any action to perfect any pledge, security interest any mortgage by means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s) and jurisdictions, (B) filings in the applicable real estate records with respect to any Material Real Property required to be subject to a Mortgage by the terms hereof or any fixtures relating to such Material Real Property, (C) filings with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, with respect to Intellectual Property to the extent expressly required in the Credit Facility Documents, (D) Mortgages in respect of Material Real Property and (E) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of Equity Interests and instruments, in each case, as expressly required in the Credit Facility Documents, (ii) to enter into any control agreement or similar arrangements with respect to cash and Cash Equivalents, other deposit accounts or securities and commodities accounts, (iii) to enter into an assignment agreement, collateral assignment agreement or other similar security agreement with respect to the rights of any Loan Party under or with respect to the definitive documentation for any Permitted Acquisition or other Permitted Investment or any business interruption insurance policy (provided that the rights and interests of the Loan Parties thereunder, and the security interests of the Administrative Agent therein, shall not constitute Excluded Property or otherwise be excluded from the Collateral, (iv) to obtain or deliver leasehold real property mortgages, landlord lien waivers, estoppels or collateral access agreements, (v) to take any perfection action (other than the actions listed in clauses (i)(A) and (E) above) with respect to assets not located in the United States of any Loan Party (including any Intellectual Property of any Loan Party registered or applied for in any jurisdiction outside the United States) or enter into any security document governed by the Laws of a jurisdiction other than (A) a jurisdiction within the United States or (vi) take any actions to create or perfect any security interests in any Excluded Collateral or to make enforceable any such security interests in such Excluded Collateral; provided that, notwithstanding the foregoing, in the event any Loan Party takes (or is required to take) any action t...
Examples of Excluded Perfection Actions in a sentence
Notwithstanding anything else in this Agreement to the contrary, no Grantor shall be required to take any Excluded Perfection Actions.
In addition, notwithstanding anything to the contrary contained herein or in any other Credit Document, the Parent and its Restricted Subsidiaries will not be required to perform any Excluded Perfection Actions.
All Liens of Agent in the Collateral are duly perfected, first priority Liens, subject only to Permitted Liens that are expressly allowed to have priority over Agent’s Liens; provided that notwithstanding anything contained herein to the contrary, so long as no Event of Default shall have occurred and be continuing, Agent shall not require any Loan Party to take any Excluded Perfection Actions.
Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, Loan Parties shall not be required to notify Agent of its interest in any such after-acquired Collateral if they are not required to take any Excluded Perfection Actions with respect thereto.
Notwithstanding anything in this Section 7.6, so long as no Event of Default shall have occurred and be continuing, Loan Parties shall not be required to take any Excluded Perfection Actions and shall only be required to take Excluded Perfection Actions after an Event of Default shall have occurred and be continuing upon request from Agent.
More Definitions of Excluded Perfection Actions
Excluded Perfection Actions means the following actions, unless otherwise requested by the Lender at any time in its sole discretion in the case of clauses (i) through (iv) below or during the continuance of a Default in the case of clauses (i) through (v) below: the giving of notice or taking other actions (other than the filing of UCC financing statements) in respect of any (i) Chattel Paper (to the extent the value thereof does not exceed $50,000 in the aggregate), (ii) negotiable Documents (to the extent the value of all Goods covered thereby do not exceed $50,000) unless relating to Eligible Inventory, (iii) promissory notes and other Instruments (other than checks) (to the extent the principal amount thereof does not exceed $50,000 in the aggregate), (iv) Letter-of-Credit Rights (to the extent the value thereof does not exceed $50,000 in the aggregate), but not to exceed at any time $100,000 in the aggregate for clauses (i)-(iv) and (v) Intellectual Property in any jurisdiction other than the United States, Canada or any state, province, territory or other political division thereof.
Excluded Perfection Actions means the following actions, unless otherwise requested by Administrative Agent at any time during the continuance of a Default: (a) any filings or other action in any jurisdiction outside of the United States, any state thereof or the District of Columbia or Canada or required by the laws of any jurisdiction outside of the United States, any state thereof or the District of Columbia or Canada to create or perfect any security interest in assets located or titled outside the United States, any state thereof or the District of Columbia or Canada, (b) control agreements with respect to Excluded Accounts, (c) perfection obtained through notation on a certificate of title other than with respect to Titled Vehicles of Significance to the extent requested by the Administrative Agent on or after the date that is one year following the Closing Date, (d) the giving of notice or taking other actions (other than the filing of UCC financing statements) in respect of any (i) Chattel Paper (to the extent the value thereof does not exceed $750,000 in the aggregate), (ii) negotiable Documents (to the extent the value thereof or of all Goods covered thereby do not exceed $1,500,000), (iii) promissory notes and other Instruments (other than checks) (to the extent the principal amount thereof does not exceed $750,000 in the aggregate), (iv) Letter-of-Credit Rights (to the extent the value thereof does not exceed $750,000 in the aggregate), (v) Commercial Tort Claims to the extent the amount thereof does not exceed $750,000 in the aggregate and (vi) any filings or other action to perfect the Administrative Agent’s security interest granted hereunder in all unregistered Intellectual Property and all Intellectual Property that is not registered with the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office (excluding exclusive inbound licenses to registered United States copyrights and exclusive inbound licenses to registered Canadian copyrights and industrial designs) or other foreign office, as applicable, except to the extent perfection can be obtained through the filing of UCC financing statements, (e) any requirement to obtain Mortgages, bailee waivers, landlord waivers, estoppels or collateral access letters other than as provided in Sections 6.01(b)(i)(A), 8.12(b), 8.12(h), and 8.16 and (f) any other perfection action as to which the Administrative Agent and the Borrower reasonably determine that the co...
Excluded Perfection Actions means the following actions, unless otherwise requested by the First Lien Agent and the Agent at any time in their sole discretion in the case of clauses (i) through (iv) below or during the continuance of a Default in the case of clauses (i) through (v) below: the giving of notice or taking other actions (other than the filing of UCC financing statements) in respect of any (i) Chattel Paper (to the extent the value thereof does not exceed $50,000 in the aggregate), (ii) negotiable Documents (to the extent the value of all Goods covered thereby do not exceed $50,000) unless relating to Eligible Inventory under the First Lien Credit Agreement, (iii) promissory notes and other Instruments (other than checks) (to the extent the principal amount thereof does not exceed $50,000 in the aggregate), (iv) Letter-of-Credit Rights (to the extent the value thereof does not exceed $50,000 in the aggregate), but not to exceed at any time $100,000 in the aggregate for clauses (i)-(iv) and (v) Intellectual Property in any jurisdiction other than the United States, Canada or any state, province, territory or other political division thereof.
Excluded Perfection Actions means the following actions: (a) the giving of notice or taking other actions (other than the filing of UCC financing statements) in respect of Letter of Credit CHL:82678.6 Rights (to the extent the value thereof does not exceed $100,000 for each such Letter of Credit Rights), (b) taking actions to perfect the Administrative Agent’s security interest in the standing timber located on the Excluded Timberlands Parcels, the aircraft described in Section 3(c)(vi) of this Agreement and any assets covered by a certificate of title, including, without limitation, Vehicles, except to the extent that a security interest in such assets can be perfected by the filing of a financing statement under the UCC, (c) taking any action to perfect any Security Interest in any part of the Collateral under the laws of any jurisdiction outside of the United States and (d) taking actions to perfect the Administrative Agent’s security interest in any assets with respect to which the Administrative Agent and the Borrower shall reasonably determine that the costs of creating and/or perfecting such a security interest therein are excessive in relation to the value of the security interest to be afforded.
Excluded Perfection Actions means any action (other than the filing of UCC financing statements) to (i) perfect any security interest in vehicles subject to certificate of title statutes, (ii) perfect any security interests in government contracts, (iii) grant or perfect any security interests under any law other than the laws of the United States, any State thereof or the District of Columbia, (iv) perfect any security interest in any Collateral (other than Pledged Securities, Tangible Chattel Paper, Negotiable Documents or Instruments as otherwise specifically required hereunder) by possession or (v) perfect any security interest in Excluded Perfection Assets or on any other assets with respect to which, the Company, GAI and the Collateral Trustee (acting at the direction of the Priority Lien Secured Parties or the Second Lien Secured Parties, as applicable under the terms of the Collateral Trust Agreement) reasonably determine, the cost or other consequences of perfecting a Lien in favor of the Secured Parties under the Security Documents shall be excessive in view of the benefits to be obtained by the Secured Parties therefrom.
Excluded Perfection Actions means the following actions: (a) the giving of notice or taking other actions (other than the filing of UCC financing statements) in respect of Letter of Credit Rights (to the extent the value thereof does not exceed $100,000 for each such Letter of Credit Rights), (b) taking actions to perfect the Agent’s security interest in the standing timber located on the Excluded Timberlands Parcels, the aircraft described in Section 3(c)(vi) of this Agreement and any assets covered by a certificate of title, including, without limitation, Vehicles, except to the extent that a security interest in such assets can be perfected by the filing of a financing statement under the UCC, (c) taking any action to perfect any Security Interest in any part of the Collateral under the laws of any jurisdiction outside of the United States and (d) taking actions to perfect the Agent’s security interest in any assets with respect to which the Agent and the Borrowers shall reasonably determine that the costs of creating and/or perfecting such a security interest therein are excessive in relation to the value of the security interest to be afforded.
Excluded Perfection Actions means, unless the Administrative Agent requests otherwise following the occurrence during the continuation of an Event of Default, (i) the making of STB Filings, the giving of notice, or taking other actions (other than the filing of UCC financing statements) in respect of any railcars owned by any of the Loan Parties and not subject to a current and valid purchase order to a Person that is not an Affiliate of a Loan Party or bill of sale to JAIX Leasing Company; provided that no such actions apply with respect to Excluded Property, or (ii) the making of filings, the giving of notice, or taking other actions (other than the filing of UCC financing statements) in respect of any Vehicles (as defined in the Security Agreement) owned by any of the Loan Parties.