Exceptions to Perfection Sample Clauses
Exceptions to Perfection. Notwithstanding anything to the contrary contained herein, if no Event of Default exists:
(i) a Debtor may retain for collection checks representing proceeds of accounts received in the ordinary course of business;
(ii) a Debtor may retain any letters of credit and money received or held in the ordinary course of business;
(iii) a Debtor may retain and utilize all dividends and interest paid in respect to any of the Pledged Shares or any other investment property;
(iv) a Debtor may retain any documents received and further negotiated; and
(v) a Debtor shall not be required to:
(A) cause the Agent's security interest to be noted on any certificate of title evidencing any equipment or otherwise perfect such security interest in any rolling stock (including railroad cars);
(B) grant the Agent control over any deposit account, commodity account or securities account, any chattel paper or letter of credit right;
(C) obtain and deliver to the Agent any waivers, subordinations or acknowledgments from any third party who has possession or control of any Collateral, including any agent, landlord, warehousemen, shipper, consignee, processor or bailee;
(D) deliver to the Agent any instruments unless the aggregate amount payable under all such instruments which have not been delivered to the Agent exceeds $250,000, in which event only the instruments which cause the aggregate amount payable to exceed the $250,000 amount shall be delivered to the Agent;
(E) take any action under the laws of any jurisdiction other than the United States of America or any jurisdiction located therein to create, perfect or protect the security interest of the Agent in the equity interest of the Foreign Subsidiaries pledged pursuant hereto or in any Intellectual Property registered outside the United States of America; or
(F) obtain and deliver to the Agent, for the purpose of any fixture filings to be made by the Agent, real property descriptions for any of such Debtor's locations or places of business.
Exceptions to Perfection. Notwithstanding anything to the contrary contained herein, if no Event of Default exists:
i. a Debtor may retain for collection checks representing proceeds of accounts received in the ordinary course of business;
ii. a Debtor may retain any money received or held in the ordinary course of business;
iii. a Debtor may retain and utilize all dividends and interest paid in respect to any of the Pledged Shares or any other investment property;
iv. a Debtor may retain any documents received and further negotiated; and
v. a Debtor shall not be required to deliver to the Agent any notes or instruments unless the aggregate amount payable under all such notes and instruments which have not been delivered to the Agent exceeds $10,000,000, in which event only the notes or instruments which cause the aggregate amount payable to exceed the $10,000,000 amount shall be delivered to the Agent; If an Event of Default occurs and is continuing and the Agent requests, then, subject to Section 3.5(b) hereof and Section 5.10 of the Credit Agreement, the Debtors shall take such action as the Agent may reasonably request to perfect and protect the security interests of the Agent in all of the Collateral, including the delivery to the Agent of all Collateral the possession of which is necessary to perfect the security interest of the Agent therein. Each Debtor agrees, upon the occurrence and during the continuation of an Event of Default, that if any proceeds of any Collateral (including payments made in respect of accounts or payment intangibles) shall be received by it after the Agent’s request under this paragraph, it shall promptly deliver such proceeds to the Agent with any necessary endorsements, and until such proceeds are delivered to the Agent, such proceeds shall be held in trust by it for the benefit of the Agent and shall not be commingled with any other funds or property of it.
Exceptions to Perfection. Notwithstanding anything to the contrary contained herein, if no Event of Default exists:
i. a Debtor may retain for collection checks representing proceeds of accounts received in the ordinary course of business;
ii. a Debtor may retain any money received or held in the ordinary course of business;
iii. a Debtor may retain and utilize all dividends and interest paid in respect to any of the Pledged Shares or any other investment property;
iv. a Debtor may retain any documents received and further negotiated; and
v. a Debtor shall not be required to:
(A) obtain and deliver to the Agent any waivers, subordinations or acknowledgments from any third party who has possession or control of any Collateral, including any agent, landlord, warehousemen, shipper, consignee, processor or bailee; or
(B) deliver to the Agent any instruments unless the aggregate amount payable under all such instruments which have not been delivered to the Agent exceeds $2,500,000, in which event only the instruments which cause the aggregate amount payable to exceed the $2,500,000 amount shall be delivered to the Agent; If an Event of Default occurs and is continuing and the Agent requests, then, subject to Section 3.5(b) and Section 5.10 of the Credit Agreement, the Debtors shall take such action as the Agent may reasonably request to perfect and protect the security interests of the Agent in all of the Collateral including any of the Collateral described in clauses (A) and (B) above, including the following actions: (i) the delivery to the Agent of all Collateral the possession of which is necessary to perfect the security interest of the Agent therein and (ii) any other of the actions described in clauses (A) and (B) above. Each Debtor agrees that if any proceeds of any Collateral (including payments made in respect of accounts or payment intangibles) shall be received by it after the Agent’s request under this paragraph, it shall promptly deliver such proceeds to the Agent with any necessary endorsements, and until such proceeds are delivered to the Agent, such proceeds shall be held in trust by it for the benefit of the Agent and shall not be commingled with any other funds or property of it.
Exceptions to Perfection. Such Grantor will, upon the request of the Administrative Agent, furnish to the Administrative Agent statements and schedules further identifying and describing the Collateral owned by it and such other reports and information in connection with its Collateral as the Administrative Agent may reasonably request, all in such detail as the Administrative Agent may reasonably specify. Such Grantor also agrees to take any and all actions necessary to defend title to the Collateral against all persons and to defend the security interest of the Administrative Agent in its Collateral and the priority thereof against any Lien not expressly permitted hereunder. Notwithstanding the foregoing however, in addition to the other exceptions made in this Security Agreement to the perfection of the Liens created hereby, if no Default exists: