Common use of Instruments and Tangible Chattel Paper Clause in Contracts

Instruments and Tangible Chattel Paper. As of the date hereof and the Original Effective Date, each Grantor hereby represents and warrants that (i) no amount individually or in the aggregate in excess of $500,000 payable under or in connection with any of the Collateral is evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 13 of the Perfection Certificate and (ii) each such Instrument and each such item of Tangible Chattel Paper has been properly endorsed, assigned and delivered to the Collateral Agent, accompanied by instruments of transfer or assignment duly executed in blank. If any amount individually or in the aggregate in excess of $500,000 payable under or in connection with any of the Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, the Grantor acquiring such Instrument or Tangible Chattel Paper shall forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify; provided, however, that so long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall return such Instrument or Tangible Chattel Paper to such Grantor from time to time, to the extent necessary for collection in the ordinary course of such Grantor’s business.

Instruments and Tangible Chattel Paper. As of the date hereof and the Original Effective Datehereof, each Grantor hereby represents and warrants that (i) no amount individually or in the aggregate in excess of $500,000 250,000 payable under or in connection with any of the Collateral is evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 13 of the Perfection Certificate and (ii) each such Instrument and each such item of Tangible Chattel Paper has been properly endorsed, assigned and delivered to the Collateral Agent, accompanied by instruments of transfer or assignment duly executed in blank. If any amount individually or in the aggregate in excess of $500,000 250,000 payable under or in connection with any of the Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, the Grantor acquiring such Instrument or Tangible Chattel Paper shall forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify; provided, however, that so long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall return such Instrument or Tangible Chattel Paper to such Grantor from time to time, to the extent necessary for collection in the ordinary course of such Grantor’s business.

Instruments and Tangible Chattel Paper. As of the date hereof and the Original Effective Date, each Grantor hereby represents and warrants that (i) no amount individually or in the aggregate in excess of $500,000 payable under or in connection with any of the Collateral Pledged Collateral, in the aggregate for all Pledgors in excess of $500,000, is evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 13 of annexed to the Perfection Certificate and (ii) each such Instrument and each such item of Tangible Chattel Paper listed in Schedule 13 annexed to the Perfection Certificate has been properly endorsed, assigned and delivered to the Collateral Agent, accompanied by instruments of transfer or assignment duly executed in blank. If any amount individually or in the aggregate in excess of $500,000 payable under or in connection with any of the Collateral Pledged Collateral, in the aggregate for all Pledgors in excess of $500,000, shall be evidenced by any Instrument or Tangible Chattel Paper, the Grantor Pledgor acquiring such Instrument or Tangible Chattel Paper shall forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify; provided, however, that so long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall return such Instrument or Tangible Chattel Paper to such Grantor from time to time, to the extent necessary for collection in the ordinary course of such Grantor’s business.

Instruments and Tangible Chattel Paper. As of the date hereof and the Original Effective Date, each Grantor hereby represents and warrants that (i) no amount individually or in the aggregate in excess of $500,000 100,000 payable under or in connection with any of the Pledged Collateral is evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 13 of 11 annexed to the Perfection Certificate and (ii) each such Instrument and each such item of Tangible Chattel Paper listed in Schedule 11 annexed to the Perfection Certificate has been properly endorsed, assigned and delivered to the Collateral Revolving Credit Agent, accompanied by instruments of transfer or assignment duly executed in blank. If any amount individually or in the aggregate in excess of $500,000 100,000 payable under or in connection with any of the Pledged Collateral shall shall, at any time after the payment in full of the Revolving Credit Indebtedness and the termination of the Revolving Credit Documents, be evidenced by any Instrument or Tangible Chattel Paper, the Grantor Pledgor acquiring such Instrument or Tangible Chattel Paper shall forthwith endorse, assign and deliver the same to the Collateral Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Administrative Agent may from time to time specify; provided, however, that so long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall return such Instrument or Tangible Chattel Paper to such Grantor from time to time, to the extent necessary for collection in the ordinary course of such Grantor’s business.

Instruments and Tangible Chattel Paper. As of the date hereof and the Original Effective Datehereof, each Grantor hereby represents and warrants that (i) no amount individually or in the aggregate in excess of $500,000 amounts payable under or in connection with any of the Collateral is Pledged Collateral, in the aggregate for all Pledgors in excess of $500,000, are evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 13 of 11 to the Perfection Certificate and (ii) each such Certificate. Each Instrument and each such item of Tangible Chattel Paper listed in Schedule 11 to the Perfection Certificate has been properly endorsed, assigned and delivered to the Collateral Agent, accompanied by instruments of transfer or assignment duly executed in blank. If any amount individually or in the aggregate in excess of $500,000 then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, and such amount, together with all amounts payable evidenced by any Instrument or Tangible Chattel Paper not previously delivered to the Grantor Collateral Agent exceeds $500,000 in the aggregate for all Pledgors, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall forthwith promptly (but in any event within five days after receipt thereof) endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify; provided, however, that so long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall return such Instrument or Tangible Chattel Paper to such Grantor from time to time, to the extent necessary for collection in the ordinary course of such Grantor’s business.

Instruments and Tangible Chattel Paper. As of the date hereof and the Original Effective Datehereof, each Grantor hereby represents and warrants that (i) no amount individually or in the aggregate in excess of $500,000 amounts payable under or in connection with any of the Pledged Collateral is are evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 13 of 10 to the Perfection Certificate and (ii) Certificate. Subject to Section 11.15 hereof, to the extent constituting Pledged Collateral, each such Instrument and each such item of Tangible Chattel Paper listed in Schedule 10 to the Perfection Certificate has been properly endorsed, assigned and delivered to the Collateral Agent, accompanied by instruments of transfer or assignment duly executed in blank. If any amount individually or in the aggregate in excess of $500,000 then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, and such amount, together with all amounts payable evidenced by any Instrument or Tangible Chattel Paper not previously delivered to the Grantor Collateral Agent, exceeds $500,000 in the aggregate for all Pledgors, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall forthwith promptly (but in any event within ten days after receipt thereof) endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify; provided, however, that so long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall return such Instrument or Tangible Chattel Paper to such Grantor from time to time, to the extent necessary for collection in the ordinary course of such Grantor’s business.

Instruments and Tangible Chattel Paper. As of the date hereof and the Original Effective Datehereof, each Grantor hereby represents and warrants as to itself that (i) no amount individually or in the aggregate in excess of $500,000 100,000 payable under or in connection with any of the Collateral is evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 13 12 of the Perfection Certificate and (ii) each such Instrument and each such item of Tangible Chattel Paper has been properly endorsed, assigned and delivered to the Collateral Agent, accompanied by instruments of transfer or assignment duly executed in blank. If any amount individually or in the aggregate in excess of $500,000 100,000 payable under or in connection with any of the Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, the such Grantor acquiring such Instrument or Tangible Chattel Paper shall forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify; provided, however, that so long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall return such Instrument or Tangible Chattel Paper to such Grantor from time to time, to the extent necessary for collection in the ordinary course of such Grantor’s 's business.

Instruments and Tangible Chattel Paper. As of the date hereof and the Original Effective Date, each Grantor hereby represents and warrants that (i) no amount individually or in the aggregate in excess of $500,000 No amounts payable under or in connection with any of the Pledged Collateral is are evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 13 of 11 annexed to the Perfection Certificate and (ii) each such Instrument and each such item of Tangible Chattel Paper listed in Schedule 11 annexed to the Perfection Certificate has been properly endorsed, assigned and assigned, delivered to or otherwise subjected to the control of the Collateral AgentTrustee, accompanied by instruments of transfer or assignment duly executed in blank. If any amount individually or in the aggregate in excess of $500,000 then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, and such amount, together with all amounts payable evidenced by any Instrument or Tangible Chattel Paper not previously delivered to the Grantor Collateral Trustee exceeds $500,000 in the aggregate for all Pledgors, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall forthwith endorse, assign and deliver the same to, or otherwise subject to the control of, the Collateral AgentTrustee, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent Trustee may from time to time specify; provided, however, that so long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall return such Instrument or Tangible Chattel Paper to such Grantor from time to time, to the extent necessary for collection in the ordinary course of such Grantor’s business.

Instruments and Tangible Chattel Paper. As of the date hereof and the Original Effective Datehereof, each Grantor hereby represents and warrants that (i) no amount individually or in the aggregate in excess of $500,000 payable under or in connection with any of the Collateral is evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 13 of the Perfection Certificate and (ii) each such Instrument and each such item of Tangible Chattel Paper has been properly endorsed, assigned and delivered to the Collateral Agent, accompanied by instruments of transfer or assignment duly executed in blank. If any amount individually or in the aggregate in excess of $500,000 payable under or in connection with any of the Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, the Grantor acquiring such Instrument or Tangible Chattel Paper shall forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify; provided, however, that so long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall return such Instrument or Tangible Chattel Paper to such Grantor from time to time, to the extent necessary for collection in the ordinary course of such Grantor’s 's business.

Instruments and Tangible Chattel Paper. As of the date hereof and the Original Effective Datehereof, each Grantor hereby represents and warrants that (i) no amount individually or in the aggregate in excess of $500,000 amounts payable under or in connection with any of the Pledged Collateral is are evidenced by any Instrument or Tangible Chattel Paper Paper, in each case, with an outstanding principal amount in excess of $15,000,000 other than such Instruments and Tangible Chattel Paper listed in Schedule 13 of 5 to the Perfection Certificate and (ii) each such Certificate. Each Instrument and each such item of Tangible Chattel Paper listed in Schedule 5 to the Perfection Certificate with an outstanding principal amount in excess of $15,000,000 has been properly endorsed, assigned and delivered to the Collateral Agent, accompanied by instruments of transfer or assignment duly executed in blank. If any amount individually or in the aggregate in excess of $500,000 then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel PaperPaper held by a Pledgor with an outstanding principal amount that exceeds $15,000,000, the Grantor such Pledgor acquiring such Instrument or Tangible Chattel Paper shall forthwith promptly (but in any event within thirty (30) days after receipt thereof or such longer period as the Collateral Agent may agree in its reasonable discretion) endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify; provided, however, that so long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall return such Instrument or Tangible Chattel Paper to such Grantor reasonably request from time to time, to the extent necessary for collection in the ordinary course of such Grantor’s business.

Instruments and Tangible Chattel Paper. As of the date hereof and the Original Effective Datehereof, each Grantor Pledgor hereby represents and warrants that (i) no amount individually or in the aggregate in excess of $500,000 250,000 payable under or in connection with any of the Pledged Collateral is evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 13 12 of the Perfection Certificate and (ii) each such Instrument and each such item of Tangible Chattel Paper has been properly endorsed, assigned and delivered to the Collateral Agent, accompanied by instruments of transfer or assignment duly executed in blank. If any amount individually or in the aggregate in excess of $500,000 250,000 payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, the Grantor Pledgor acquiring such Instrument or Tangible Chattel Paper shall forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify; provided, however, that so long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall return such Instrument or Tangible Chattel Paper to such Grantor Pledgor from time to time, to the extent necessary for collection in the ordinary course of such Grantor’s Pledgor's business.

Instruments and Tangible Chattel Paper. (i) As of the date hereof and the Original Effective Datehereof, each no amounts payable to such Grantor hereby represents and warrants that (i) no amount individually or in the aggregate in excess of $500,000 payable under or in connection with any of the Pledged Collateral is are evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 13 of the Perfection Certificate and (ii) each such Instrument and each such item of Tangible Chattel Paper listed in the Perfection Certificate has been properly endorsed, assigned and delivered to the Collateral Agent to the extent delivery of such items have been requested in writing by the Collateral Agent, accompanied by undated instruments of transfer or assignment duly executed in blankblank or to the extent not requested in writing by the Collateral Agent before the date of this Agreement, such documents will be so delivered within three Business Days of request. If any amount individually or in the aggregate in excess of $500,000 then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, the Grantor acquiring such Instrument or Tangible Chattel Paper shall forthwith immediately (but in any event within two Business Days after receipt thereof by such Grantor) endorse, assign and deliver the same to the Collateral Agent, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify; provided, however, that so long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall return such Instrument or Tangible Chattel Paper to such Grantor from time to time, to the extent necessary for collection in the ordinary course of such Grantor’s business.

Instruments and Tangible Chattel Paper. As of the date hereof and the Original Effective Datehereof, each Grantor Pledgor hereby represents and warrants that (i) no amount individually or in the aggregate amounts in excess of $250,000 individually or $500,000 in the aggregate payable under or in connection with any of the Collateral is are evidenced by any Instrument or Tangible Chattel Paper other than such Paper, except the Instruments and Tangible Chattel Paper listed in on Schedule 13 of 8 to the Perfection Certificate Certificate, and (ii) each such Instrument and each such item of Tangible Chattel Paper in excess of $250,000 individually or $500,000 in the aggregate, has been properly endorsed, assigned and delivered to the Collateral Agent, accompanied by instruments of transfer or assignment duly executed in blank. If any amount individually or in the aggregate amount, in excess of $250,000 individually or $500,000 in the aggregate, then payable under or in connection with any of the Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, the Grantor Pledgor acquiring such Instrument or Tangible Chattel Paper shall forthwith promptly (and in any event within 30 days) endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specifyblank; provided, however, that so long as no Event of Default shall have has occurred and be is continuing, upon written reasonable request by such Pledgor, the Collateral Agent shall promptly return such Instrument or Tangible Chattel Paper to such Grantor Pledgor from time to time, to the extent reasonably necessary for collection in the ordinary course of such GrantorPledgor’s business.

Instruments and Tangible Chattel Paper. As of the date hereof and the Original Effective Date, each Grantor hereby represents and warrants that (i) no amount individually or in the aggregate in excess of $500,000 No amounts payable under or in connection with any of the Pledged Collateral is are evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 13 of 12 annexed to the Perfection Certificate and (ii) each such Instrument and each such item of Tangible Chattel Paper listed in Schedule 12 annexed to the Perfection Certificate has been properly endorsed, assigned and delivered to the Collateral Agent, to the extent requested by the Agent accompanied by instruments of transfer or assignment duly executed in blank. If any amount individually or in the aggregate in excess of $500,000 then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, and such amount, together with all amounts payable evidenced by any Instrument or Tangible Chattel Paper not previously delivered to the Grantor Agent exceeds $100,000 in the aggregate for Pledgor, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall forthwith endorse, assign and deliver the same to the Collateral Agent or another Person designated in writing by the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify; provided, however, that so long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall return such Instrument or Tangible Chattel Paper to such Grantor from time to time, to the extent necessary for collection in the ordinary course of such Grantor’s business.

Instruments and Tangible Chattel Paper. As of the date hereof and the Original Effective Date, each Grantor hereby represents and warrants that (i) no amount individually or in the aggregate in excess of $500,000 No amounts payable under or in connection with any of the Collateral is are evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 13 of 11 annexed to the Perfection Certificate and (ii) each such Instrument and each such item of Tangible Chattel Paper listed in Schedule 11 annexed to the Perfection Certificate has been properly endorsed, assigned and delivered to the Collateral Agent, accompanied by instruments of transfer or assignment duly executed in blank. If any amount individually or in the aggregate in excess of $500,000 then payable under or in connection with any of the Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, and such amount, together with all amounts payable evidenced by any instrument or Tangible Chattel Paper not previously delivered to the Grantor Collateral Agent has a fair market value (as determined by the Board of Directors) of the Issuer in excess of $100,000 in the aggregate for all Pledgors, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify; provided, however, that so long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall return such Instrument or Tangible Chattel Paper to such Grantor from time to time, to the extent necessary for collection in the ordinary course of such Grantor’s business.

Instruments and Tangible Chattel Paper. As of the date hereof and the Original Effective Datehereof, each Grantor hereby represents and warrants to the Collateral Trustee that (i) no amount individually or in the aggregate in excess of $500,000 payable under or in connection with any of the Collateral is evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 13 of the Perfection Certificate VII annexed hereto and (ii) each such Instrument and each such item of Tangible Chattel Paper has been properly endorsed, assigned and delivered to the Collateral AgentTrustee, accompanied by instruments of transfer or assignment duly executed in blank. If any amount individually or in the aggregate in excess of $500,000 payable under or in connection with any of the Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, the applicable Grantor acquiring such Instrument or Tangible Chattel Paper shall forthwith endorse, assign and deliver the same to the Collateral AgentTrustee, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent Trustee may from time to time specify; provided, however, that so long as no Priority Lien Event of Default shall have occurred and be continuing, the Collateral Agent Trustee shall return such Instrument or Tangible Chattel Paper to such the applicable Grantor from time to timetime upon the Grantor’s written request, to the extent necessary for collection in the ordinary course of such the applicable Grantor’s business.

Instruments and Tangible Chattel Paper. As of the date hereof and the Original Effective Datehereof, each Grantor hereby represents and warrants that as of the date hereof, (i) no amount individually or in the aggregate in excess of $500,000 5,000,000 payable under or in connection with any of the Collateral is evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 13 of the Perfection Certificate and (ii) each such Instrument and each such item of Tangible Chattel Paper has been properly endorsed, assigned and delivered to the Collateral Agent, accompanied by instruments of transfer or assignment duly executed in blank. If any amount individually or in the aggregate in excess of $500,000 5,000,000 payable under or in connection with any of the Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, the Grantor acquiring such Instrument or Tangible Chattel Paper shall forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably specify; provided, however, that so long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall return such Instrument or Tangible Chattel Paper to such Grantor from time to time, to the extent necessary for collection in the ordinary course of such Grantor’s business.