Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred:
(i) The First Priority Agent as Collateral Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts (such Collateral being the “Pledged Collateral”) as agent for the First Priority Creditors and as bailee for the Second Priority Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under the First Priority Loan Documents and the Second Priority Loan Documents, respectively, subject to the terms and conditions of this Section 5.5.
(ii) The First Priority Agent as Collateral Agent shall have no obligation whatsoever to the First Priority Creditors, the Second Priority Agent, or any Second Priority Creditor, to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the First Priority Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.5 and delivering the Pledged Collateral upon a Discharge of First Priority Obligations as provided in paragraph (iv) below.
(iii) The First Priority Agent acting pursuant to this Section 5.5 shall not have by reason of any Collateral Document, this Agreement or any other document a fiduciary relationship in respect of the First Priority Creditors, the Second Priority Agent or any Second Priority Creditor.
(iv) Upon the Discharge of First Priority Obligations, the First Priority Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the Second Priority Agent to the extent Second Priority Obligations remain outstanding, and second, to the Borrowers to the extent no First Priority Obligations or Second Priority Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priorit...
Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any of the Collateral in the possession or under the control of such Creditor or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of any Collateral shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiver.
Bailee for Perfection. The Securities Intermediary acknowledges that, in the event that it should come into possession of any certificate representing any security or other assets held as financial assets in any of the Designated Accounts, the Securities Intermediary shall retain possession of the same for the benefit of the Collateral Agent and such act shall cause the Securities Intermediary to be deemed a bailee for the Collateral Agent, if necessary to perfect the Collateral Agent's security interest in such securities or assets. The Securities Intermediary hereby acknowledges its receipt of a copy of the Security Agreement, which shall also serve as notice to the Securities Intermediary of a security interest in collateral held by a bailee.
Bailee for Perfection. The Controlling Collateral Agent agrees to hold all of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as agent for perfection and bailee for the benefit of and on behalf of the Working Capital Facility Collateral Agent, the Notes Collateral Agent and the Pari Passu Collateral Agent solely for the purpose of perfecting the security interest granted in such Shared Collateral pursuant to the Working Capital Facility Collateral Documents, Notes Collateral Documents and the Pari Passu Collateral Documents (such provision being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the UCC), subject to the terms and conditions of this Section 5.5.
Bailee for Perfection. The Senior Collateral Agent hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, possession of Collateral pursuant to the Senior Collateral Documents which is also Collateral under the Second Priority Collateral Documents, such possession is also for the benefit of the Second Priority Collateral Trustee and the Second Priority Secured Parties to the extent required to perfect their security interest in such Collateral. Nothing in the preceding sentence shall be construed to impose any additional duty on the Senior Collateral Agent with respect to such Collateral or provide the Second Priority Collateral Trustee or any Second Priority Secured Party with any rights with respect to such Collateral beyond those specified in this Agreement.
Bailee for Perfection. (a) The Senior Lender agrees to hold the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as bailee for the Seller and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Seller Pledge Agreement, subject to the terms and conditions of this Section 5.5.
(b) Until the Discharge of the Senior Lender Claims has occurred, the Senior Lender shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens of the Seller under the Seller Collateral Documents did not exist.
(c) The Senior Lender shall have no obligation whatsoever to the Seller to assure that the Pledged Collateral is genuine or owned by the Makers or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the Senior Lender under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Seller for purposes of perfecting the Lien held by the Seller.
(d) The Senior Lender shall not have by reason of the Seller Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of the Seller.
Bailee for Perfection. Each Creditor hereby appoints each other Creditor, and each hereby agrees to serve, as agent and bailee for the other Creditors for the limited purpose of perfecting their respective Liens on the Collateral which may at any time be in its possession or under its control during the term of this Intercreditor Agreement. The Creditor having the most senior Lien thereon shall not have any duty to protect or preserve any rights pertaining to any of the Collateral in its possession and each of the other Creditors hereby waives and releases the Creditor holding the most senior Lien from all claims and liabilities at any time arising pursuant to the role of such senior Creditor as agent and bailee with respect to the Collateral in its actual possession (or control) other than gross negligence or willful misconduct. The Creditor with the most senior Lien on any Collateral shall, after all obligations of Debtor to it have been fully and finally paid and performed, deliver the remainder of Collateral, if any, and the books and records relating to such Collateral in its possession (or under its control) to the Creditor with the next most senior Lien as set forth herein, except in the event and to the extent that (a) such senior Creditor has retained or otherwise acquired such Collateral in full or partial satisfaction of the Obligations owing to such senior Creditor, (b) such Collateral is sold or otherwise disposed of by such Creditor or by Debtor as provided herein or (c) except as may otherwise be required by applicable law or any court order.
Bailee for Perfection. (a) Each of Senior Agent and Junior Agent agrees to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, or other applicable law (such Collateral being referred to as the “Pledged Collateral”) as bailee and as a non-fiduciary agent for Junior Agent or Senior Agent, as applicable (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8- 301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and 9-107 of the UCC), solely for the purpose of perfecting the security interest granted under any of the Junior Lien Documents or the Senior Loan Documents, as applicable, subject to the terms and conditions of this Section 5.4(a) and each of Senior Agent and Junior Agent hereby appoints each other Agent to act as its non-fiduciary agent for such purposes and each such Agent accepts such appointment. Unless and until the Discharge of the Senior Lien Obligations, the Junior Agent agrees to promptly notify Senior Agent of any Pledged Collateral held by it or by any other Junior Claimholders, and, immediately upon the written request of Senior Agent at any time prior to the Discharge of the Senior Lien Obligations, the Junior Agent agrees to deliver to Senior Agent any such Pledged Collateral held by it or by any other Junior Claimholders, together with any necessary endorsements (or otherwise allow Senior Agent to obtain sole possession or control of such Pledged Collateral).
(b) Subject to the terms of this Agreement, until the Discharge of Senior Lien Obligations has occurred, the Senior Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Loan Documents as if the Liens of the Junior Agent under the Junior Collateral Documents did not exist. The rights of the Junior Agent shall at all times be subject to the terms of this Agreement and to the Senior Agent's rights under the Senior Loan Documents.
(c) Senior Agent shall not have any obligation whatsoever to the Junior Agent or any other Junior Claimholder to ensure that the Pledged Collateral is genuine or owned by any of Grantors or to preserve rights or benefits of any person except as expressly set forth in this Section 5.4. The Junior Agent shall not have any obligation whatsoever to Senior Agent or any other Senior Claimholder to ensure that the Pled...
Bailee for Perfection. (a) The Administrative Agent agrees to acquire and acknowledges that it holds the Collateral in its possession or control (or in the possession or control of its agents or bailees) on behalf of itself and the collateral agent under the Prepetition Collateral Documents and its respective assignees (the “Prepetition Collateral Agent”) solely for the purpose of perfecting the security interest granted under the Loan Documents and the Prepetition Loan Documents, subject to the terms and conditions of this Section 2.17.
(b) Until the payment in full in cash of all Obligations, termination or cash collateralization of all Letters of Credit issued hereunder and the termination of the Revolving Credit Commitments hereunder has occurred, the Administrative Agent shall be entitled to deal with the Collateral in accordance with the terms of the Loan Documents as if the Liens of the Prepetition Collateral Agent under the Prepetition Collateral Documents did not exist, but subject always to the terms of the Orders, as applicable.
(c) The Administrative Agent shall have no obligation whatsoever to the Secured Parties or the Prepetition Collateral Agent to assure that the Collateral is genuine or owned by any of the Loan Parties or to preserve the rights or benefits of any Person except as expressly set forth in this Section 2.17. The duties or responsibilities of the Administrative Agent under this Section 2.17 shall be limited solely to holding the Collateral as bailee in accordance with this Section 2.17.
(d) The Administrative Agent acting pursuant to this Section 2.17 shall not have by reason of the Collateral Documents, the Prepetition Collateral Documents, this Agreement or any other document a fiduciary relationship in respect of the Secured Parties, the Prepetition Collateral Agent or the Prepetition Secured Parties.
Bailee for Perfection. Each of the Lenders hereby appoints each Agent and each other Lender as agent for the purposes of perfecting their respective Liens in and on any of the Collateral in the possession or under the control of such person; provided, that, an Agent or Lender in the possession or having control of any Collateral shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing and/or non-controlling Agents or Lenders hereby waive and release the other Agents and Lenders from, all claims and liabilities arising pursuant to the possessing Agent's or Lender's role as agent with respect to the Collateral, so long as the possessing and/or controlling Agent or Lender shall use the same degree of care with respect thereto as the possessing and/or controlling Agent or Lender uses for similar property pledged to the possessing and/or controlling Lender as collateral for indebtedness of others to the possessing and/or controlling Agent or Lender. After the Working Capital Loan Termination Date or after Term Loan Agent exercises its right under Section 2.10(b) hereof, Working Capital Agent shall deliver the remainder of the Collateral, if any, in its possession to Term Loan Agent and, if permitted under the applicable agreements, transfer control of the remainder of the Collateral, if any, under its control to Term Loan Agent, in each case, except as may otherwise be required by applicable law or court order.
