Common use of Instruments Clause in Contracts

Instruments. If any Grantor shall at any time hold or acquire any Instruments constituting Collateral and evidencing an amount equal to or in excess of $5,000,000 (or, in the case of ABL Priority Collateral, $2,000,000) such Grantor shall promptly endorse, assign and deliver the same to the Collateral Agent for the benefit of the applicable Secured Parties, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request.

Appears in 8 contracts

Samples: Security Agreement, Credit Agreement (Chinos Holdings, Inc.), Security Agreement (Chinos Holdings, Inc.)

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Instruments. If any Grantor shall at any time hold or acquire any Instruments constituting Collateral and evidencing an amount equal to or in excess of $5,000,000 (or5,000,000, in the case of ABL Priority Collateral, $2,000,000) such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent for the benefit of the applicable Secured Parties, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request.

Appears in 6 contracts

Samples: Credit Agreement (Bloomin' Brands, Inc.), Credit Agreement (Bloomin' Brands, Inc.), Credit Agreement (Bloomin' Brands, Inc.)

Instruments. If any Grantor shall at any time hold or acquire any Instruments constituting Collateral and evidencing an amount equal to or in excess of $5,000,000 (or5,000,000, in the case of ABL Priority Collateral, $2,000,000) such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent for the benefit of the applicable Secured Parties, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request.

Appears in 3 contracts

Samples: Security Agreement (Catalent USA Woodstock, Inc.), Security Agreement (S.D. Shepherd Systems, Inc.), Security Agreement (ReAble Therapeutics Finance LLC)

Instruments. If any Grantor shall at any time hold or acquire any Instruments constituting Collateral and evidencing an amount equal to or in excess of $5,000,000 (or1,500,000, in the case of ABL Priority Collateral, $2,000,000) such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent for the benefit of the applicable Secured Parties, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request.

Appears in 3 contracts

Samples: Term Pledge and Security Agreement, Abl Pledge and Security Agreement (Entegris Inc), Term Pledge and Security Agreement (Entegris Inc)

Instruments. If any Grantor shall at any time hold or acquire any Instruments constituting Collateral and evidencing an amount equal to or in excess of $5,000,000 (or, in the case of ABL Priority Collateral, $2,000,000) 250,000 such Grantor shall promptly endorse, assign and deliver the same to the Collateral Agent for the benefit of the applicable Secured Parties, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request.

Appears in 3 contracts

Samples: Security Agreement (J Crew Group Inc), Security Agreement (J Crew Group Inc), Restructuring Support Agreement (J Crew Group Inc)

Instruments. If Except to the extent otherwise provided in Article II, if any Grantor shall at any time hold or acquire any Instruments (other than checks to be deposited in the ordinary course of business) constituting Collateral and evidencing an amount equal to or in excess of $5,000,000 (or10,000,000, in the case of ABL Priority Collateral, $2,000,000) such Grantor shall promptly forthwith endorse, collaterally assign and deliver the same to the Collateral Agent for the benefit of the applicable Secured Parties, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request.

Appears in 2 contracts

Samples: Credit Agreement (MARRIOTT VACATIONS WORLDWIDE Corp), Credit Agreement (W R Grace & Co)

Instruments. If any Grantor shall at any time hold or acquire any Instruments constituting Collateral and evidencing an amount equal to or in excess of $5,000,000 (or2,000,000, in the case of ABL Priority Collateral, $2,000,000) such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent for the benefit of the applicable Secured Parties, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request.

Appears in 2 contracts

Samples: Security Agreement (KLIF Broadcasting, Inc.), Security Agreement (Prelude Systems, Inc.)

Instruments. If any Grantor shall at any time hold or acquire any Instruments Instrument constituting Collateral and evidencing an amount equal to or in excess of $5,000,000 (or, in the case of ABL Priority Collateral, $2,000,000) such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent for the benefit of the applicable Secured Parties, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request.

Appears in 2 contracts

Samples: Credit Agreement (Performance Food Group Co), Credit Agreement (Performance Food Group Co)

Instruments. If any Grantor shall at any time hold or acquire any Instruments Instrument constituting Collateral and evidencing an amount equal to or in excess of $5,000,000 (or, in the case of ABL Priority Collateral, $2,000,000) such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent for the benefit of the applicable Secured PartiesParties (unless the same is required to be delivered (and is delivered) to the Revolving Facility Collateral Agent pursuant to the Intercreditor Agreement), accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request.

Appears in 2 contracts

Samples: Security Agreement (Apria Healthcare Group Inc), Security Agreement (Ahny-Iv LLC)

Instruments. If any Grantor shall at any time hold or acquire any Instruments instruments constituting Collateral and evidencing an amount equal to or in excess of $5,000,000 3,000,000 (or, in the case of ABL Priority Collateral, $2,000,0001,500,000) such Grantor shall promptly endorse, assign and deliver the same to the Collateral Agent for the benefit of the applicable Secured Parties, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request.

Appears in 2 contracts

Samples: Security Agreement (99 Cents Only Stores), Security Agreement (99 Cents Only Stores)

Instruments. If any Grantor shall at any time hold or acquire any Instruments constituting Collateral and evidencing an amount equal to or in excess of $1,000,000 individually, or $5,000,000 (or, in the case of ABL Priority Collateral, $2,000,000) aggregate such Grantor shall promptly endorse, forthwith endorse and assign the same to the Collateral Agent (and deliver the same to the Collateral Agent for or, prior to the benefit Discharge of First Lien Obligations, to the applicable Secured PartiesFirst Lien Collateral Agent, as gratuitous bailee), accompanied by such undated instruments of endorsement, transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably requestspecify.

Appears in 2 contracts

Samples: Second Lien Credit Agreement (Hawkeye Holdings, Inc.), First Lien Credit Agreement (Hawkeye Holdings, Inc.)

Instruments. If any Grantor shall at any time hold or acquire any Instruments constituting Collateral and evidencing an amount equal to or in excess of $5,000,000 (or5,000,000, in the case of ABL Priority Collateral, $2,000,000) such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent for the benefit of the applicable Secured Parties, accompanied by such undated instruments of transfer or assignment duly executed in blank or otherwise acceptable to the Collateral Agent as the Collateral Agent may from time to time reasonably request.

Appears in 2 contracts

Samples: First Lien Credit Agreement (Surgery Partners, Inc.), Second Lien Credit Agreement (Surgery Partners, Inc.)

Instruments. If any Grantor shall at any time hold or acquire any Instruments instruments constituting Collateral and evidencing an amount equal to or in excess of $5,000,000 (or, in the case of ABL Priority Collateral, $2,000,000) 2,000,000 such Grantor shall promptly endorse, assign and deliver the same to the Collateral Agent for the benefit of the applicable Secured Parties, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request.. 17

Appears in 2 contracts

Samples: Credit Agreement (eHealth, Inc.), Security Agreement (eHealth, Inc.)

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Instruments. If any Grantor shall at any time hold or acquire any Instruments Instrument constituting Collateral and evidencing an amount equal to or in excess of $5,000,000 (or, in the case of ABL Priority Collateral, $2,000,000) such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent for the benefit of the applicable Secured PartiesParties (unless the same is required to be delivered (and is delivered) to the Noteholder Collateral Agent pursuant to the Intercreditor Agreement), accompanied by such undated instruments of transfer or assignment duly executed in blank as may be reasonably necessary to prefect the security interest of the Collateral Agent may from time to time reasonably requestAgent.

Appears in 1 contract

Samples: Security Agreement (Dominion Textile (Usa), L.L.C.)

Instruments. If any Grantor shall at any time hold or acquire any Instruments Instrument constituting Collateral and evidencing an amount equal to or in excess of $5,000,000 (or, in the case of ABL Priority Collateral, $2,000,000) such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent for the benefit of the applicable Secured PartiesParties (unless the same is required to be delivered (and is delivered) to the Term Debt Collateral Agent pursuant to the Intercreditor Agreement), accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request.

Appears in 1 contract

Samples: Security Agreement (Ahny-Iv LLC)

Instruments. If any Grantor shall at any time hold or acquire any Instruments constituting Collateral and evidencing an aggregate amount equal to or in excess of $5,000,000 (or1,000,000, in the case of ABL Priority Collateral, $2,000,000) such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent for the benefit of the applicable Secured Parties, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request.

Appears in 1 contract

Samples: Credit Agreement (Corporate Executive Board Co)

Instruments. If any Grantor shall at any time hold or acquire any Instruments instruments constituting Collateral and evidencing an amount equal to or in excess of $5,000,000 3,000,000 (or, in the case of ABL Priority Collateral, $2,000,0001,500,000) such Grantor shall promptly endorse, assign and deliver the same to the Collateral Agent (or the First Lien Agent as the Collateral Agent’s bailee for perfection) for the benefit of the applicable Secured Parties, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request.

Appears in 1 contract

Samples: Second Lien Security Agreement (99 Cents Only Stores LLC)

Instruments. If any Grantor shall at any time hold or acquire any Instruments Instrument constituting Collateral and evidencing an amount equal to or in excess of $5,000,000 (or, in the case of ABL Priority Collateral, $2,000,000) such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent for the benefit of the applicable Secured PartiesParties (unless the same is required to be delivered (and is delivered) to the ABL Collateral Agent pursuant to the Intercreditor Agreement), accompanied by such undated instruments of transfer or assignment duly executed in blank as may be reasonably necessary to prefect the security interest of the Collateral Agent may from time to time reasonably requestAgent.

Appears in 1 contract

Samples: Security Agreement (Dominion Textile (Usa), L.L.C.)

Instruments. If any Grantor shall at any time hold or acquire any Instruments constituting Collateral and evidencing an amount equal to or in excess of $5,000,000 (or, in the case of ABL Priority Collateral, $2,000,000) such Grantor shall promptly endorse, assign and deliver the same to the Collateral Agent for the benefit of the applicable Secured Parties, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request.

Appears in 1 contract

Samples: Revolving Credit Agreement (Avon Products Inc)

Instruments. If any Grantor shall at any time hold or acquire any Instruments constituting Collateral and evidencing an amount equal to or in excess of $5,000,000 (or, in the case of ABL Priority Collateral, $2,000,000) 2,000,000 such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent for the benefit of the applicable Secured Parties, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request.

Appears in 1 contract

Samples: Credit Agreement (Michaels Stores Inc)

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