Common use of NEGOTIABLE COLLATERAL AND CHATTEL PAPER Clause in Contracts

NEGOTIABLE COLLATERAL AND CHATTEL PAPER. Each Borrower covenants and agrees with Agent that from and after the Closing Date and until the date of termination of this Agreement in accordance with Section 3.5: (a) In the event that any Collateral, including proceeds, is evidenced by or consists of Negotiable Collateral of any Borrower, and if and to the extent that perfection of priority of Agent's security interest with respect to such Collateral is dependent on or enhanced by possession, the applicable Borrower, immediately upon the request of Agent, shall endorse and deliver physical possession of such Negotiable Collateral to Agent; (b) Upon request by Agent, each Borrower shall take all steps reasonably necessary to grant Agent control of all electronic Chattel Paper of such Borrower in accordance with the Code and all "transferable records" as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act; and (c) In the event any Borrower, with Agent's consent, retains possession of any Chattel Paper or instruments otherwise required to be endorsed and delivered to Agent pursuant to Section 4.2(a), all of such Chattel Paper and instruments shall be marked with the following legend: "This writing and the obligations evidenced or secured thereby are subject to the security interest of Wells Fargo Foothill, Inc., as Agent."

NEGOTIABLE COLLATERAL AND CHATTEL PAPER. Each Borrower covenants and agrees with Agent Lenders that from and after the Closing Date and until the date of termination of this Agreement in accordance with Section 3.5Agreement: (a) In the event that any Collateral, including proceeds, is evidenced by or consists of Negotiable Collateral of any BorrowerCollateral, and if and to the extent that perfection of or priority of Administrative Agent's security interest with respect to such Collateral is dependent on or enhanced by possession, the applicable Borrower, immediately upon the request of Administrative Agent, shall endorse and deliver physical possession of such Negotiable Collateral to Administrative Agent; (b) Upon request by Agent, each Borrower shall take all steps reasonably necessary to grant Administrative Agent control of all electronic Chattel Paper of such Borrower in accordance with the Code and all "transferable records" as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act; and (c) In the event any Borrower, with Administrative Agent's consent, retains possession of any Chattel Paper or instruments otherwise required to be endorsed and delivered to Administrative Agent pursuant to Section 4.2(aSECTION 5.3(a), all of such Chattel Paper and instruments shall be marked with the following legend: "This writing and the obligations evidenced or secured thereby are subject to the security interest of Wells Fargo Foothill, Inc.Mid River LLC, as Administrative Agent."

NEGOTIABLE COLLATERAL AND CHATTEL PAPER. Each Borrower Pledgor covenants and agrees with Agent that from and after the Closing Date and until the date of termination of this Agreement in accordance with Section 3.524: (a) In the event that any Collateral, including proceeds, is evidenced by or consists of Negotiable Collateral of any BorrowerCollateral, and such Pledgor shall immediately notify Agent and, if and to the extent that perfection of or priority of Agent's security interest with respect to such Collateral is dependent on or enhanced by possession, the applicable Borrowersuch Pledgor, immediately upon the request of Agent, shall endorse and deliver physical possession of such Negotiable Collateral to Agent; (b) Upon request by Agent, each Borrower such Pledgor shall take all steps reasonably necessary to grant Agent control of all electronic Chattel Paper of such Borrower in accordance with the Code and all "transferable records" as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act; and (c) In the event any Borrowersuch Pledgor, with Agent's consent, retains possession of any Chattel Paper or instruments otherwise required to be endorsed and delivered to Agent pursuant to Section 4.2(a4(a), all of such Chattel Paper and instruments shall be marked with the following legend: "This writing and the obligations evidenced or secured thereby are subject to the security interest of Wells Fargo Foothill, Inc., as Agent"."

NEGOTIABLE COLLATERAL AND CHATTEL PAPER. Each Borrower covenants and agrees with Agent that from and after the Closing Date and until the date of termination of this Agreement in accordance with Section 3.5: (a) In the event that any Collateral, including proceeds, is evidenced by or consists of Negotiable Collateral of any Borrower, and if and to the extent that perfection of priority of Agent's security interest with respect to such Collateral is dependent on or enhanced by possession, the applicable Borrower, immediately upon the request of Agent, shall endorse and deliver physical possession of such Negotiable Collateral to Agent; (b) Upon request by Agent, each Borrower shall take all steps reasonably necessary to grant Agent control of all electronic Chattel Paper of such Borrower in accordance with the Code and all "transferable records" as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act; and (c) In the event any Borrower, with Agent's consent, retains possession of any Chattel Paper or instruments otherwise required to be endorsed and delivered to Agent pursuant to Section 4.2(a), all of such Chattel Paper and instruments shall be marked with the following legend: "This writing and the obligations evidenced or secured thereby are subject to the security interest of Wells Xxxxx Fargo Foothill, Inc., as Agent."