Excluded Accounts. At the time any such Deposit Account that is a Concentration Account is established, the appropriate “control agreement” shall be entered into in accordance with the requirements of preceding clause (a) and the respective Assignor shall furnish to the Collateral Agent a supplement to Annex F hereto containing the relevant information with respect to the respective Deposit Account and the bank with which same is established.
Excluded Accounts. Notwithstanding the foregoing, “Excluded Assets” shall not include any proceeds, products, substitutions or replacements of Excluded Assets (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Assets).
Excluded Accounts. The value of cash and all other property in any deposit account that would otherwise be considered an Excluded Account pursuant to clause (b) of such definition and not subject to a first priority perfected security interest in favor of the Administrative Agent exceeds at any time $5,000,000, or the aggregate value of cash and all other property in all deposit accounts that would otherwise be considered an Excluded Account pursuant to clause (b) of such definition and not subject to a first priority perfected security interest in favor of the Administrative Agent exceeds 2.5% of Total Partners’ Equity and, in each case, such event is not cured within two (2) Business Days of the occurrence thereof.
Excluded Accounts provided that the Collateral shall include the replacements, substitutions and proceeds of any of the foregoing unless such replacements, substitutions or proceeds also constitute Excluded Assets.
Excluded Accounts. Notwithstanding anything contained herein to the contrary, other goods, chattel paper, investment property, documents of title, instruments, money, intangibles and other assets shall be deemed to be “Excluded Assets” if the Administrative Agent and the Borrower mutually agree that the cost or other consequences of obtaining or perfecting a security interest in such goods, chattel paper, investment property, documents of title, instruments, money, intangibles and other assets is excessive in relation to either the value of such goods, chattel paper, investment property, documents of title, instruments, money, intangibles and other assets as Collateral or to the practical benefit of the Lenders of the security afforded thereby.
Excluded Accounts. 1. The accounts described in items 6 through 11 on Schedule 5.21(B) (Deposit and Securities Accounts). Schedule 7.15 EXHIBIT A Form of Compliance Certificate Financial Statement Date: [ , ] TO: Bank of America, N.A., as Lender RE: Amended and Restated Credit Agreement, dated as of August 27, 2013, by and among The Xxxxxxx Group, Inc., a Florida corporation (the “Borrower”), the Guarantors, and Bank of America, N.A. (the “Lender”) (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement) DATE: [Date] The undersigned Responsible Officer1 hereby certifies as of the date hereof that [he/she] is the [ ] of the Borrower, and that, as such, [he/she] is authorized to execute and deliver this Compliance Certificate to the Lender on the behalf of the Borrower and the other Loan Parties, and not in any individual capacity, and that: [Use following paragraph 1 for fiscal year-end financial statements]
Excluded Accounts. (a) Deposit Accounts of any Loan Party exclusively used for payroll, payroll taxes or employee benefits in the ordinary course of business, (b) other Deposit Accounts of the Loan Parties containing not more than the Dollar Equivalent of $1,000,000 in the aggregate at any time, and (c) any Deposit Account or securities account which only holds the identifiable proceeds of any sale of Non-Accounts Collateral in accordance with the Intercreditor Agreement.
Excluded Accounts. 1. Any Deposit Account or Investment Property owned, maintained or acquired in the ordinary course of business of a Grantor that is established by such Grantor solely for payroll and benefit plan disbursement activities of such Grantor or deferred compensation arrangements of such Grantor, including any deferred compensation investment accounts, ERISA disbursement accounts and payroll disbursement accounts;
Excluded Accounts. (i)Capital Stock of (i) any Excluded Subsidiary (other than clause (a) of the definition thereof and, to the extent not otherwise constituting Excluded Property under another clause of this definition, any Capital Stock of any Unrestricted Subsidiary held by a Grantor) and (ii) any Foreign Subsidiary and any Foreign Subsidiary Holding Company in excess of 65.0% of the total combined voting power of all Voting Stock of such Foreign Subsidiary or Foreign Subsidiary Holding Company, as applicable, and (iii) any Subsidiary or other Person not directly owned by a Grantor; and
Excluded Accounts. (9) “intent to-use” trademark applications to the extent and 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, including prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto; (10) the Issuer’s or its subsidiaries’ rights in relation to corporate aircraft, including rights under any lease, sublease, charter, management, operating, crew, service, repair, maintenance, storage or other agreement relating to the aircraft, rights in the aircraft and any parts, accessions and accessories thereto, rights under insurance policies and security deposits and rights in income derived from and proceeds of any of the foregoing, in the ordinary course; and (11) assets in circumstances where the Senior Secured Credit Facilities Collateral Agent and the Issuer reasonably determine in good faith in writing that the cost, burden or consequences of obtaining or perfecting a security interest in such assets is excessive in relation to the practical benefit to the Secured Parties of the security to be afforded thereby; provided that clauses (3), (4), (5) and (6) shall not include (x) items to the extent the prohibition or restriction on the assignment or pledge thereof under the Notes Documents is ineffective under applicable anti-assignment provisions of the UCC, PPSA or other applicable law or (y) proceeds and receivables of the assets referred to in such clause, the assignment of which is expressly deemed effective under applicable anti-assignment provisions of the UCC, PPSA or other applicable law notwithstanding such prohibition. “Foreign Subsidiary” shall mean each subsidiary of the Issuer which is not a Domestic Subsidiary. “General Collateral” shall have the meaning assigned to such term in Section 3.01. “Governmental Authority” shall mean any applicable foreign or domestic, federal, state, provincial, territorial, municipal, supranational, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof (which shall include, without limitation, the European Central Bank and the Council of Ministers of the European Union) or any entity, officer or examiner exercising executive, legislative, judicial, regulatory, taxing or administrative functions of or pertaining to any government or any court, in each case whether...
