Common use of Bailee for Perfection Clause in Contracts

Bailee for Perfection. Each Lender hereby appoints the other Lenders 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, and each Lender acknowledges and agrees to such appointment; provided, that, a 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 Lenders hereby waive and release the other Lender from, all claims and liabilities arising pursuant to the possessing Lender's role as bailee with respect to the Collateral, so long as the possessing and/or controlling Lender shall use the same degree of care with respect thereto as the possessing and/or controlling 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 Lender. After (a) the Guggenheim Termination Date, Guggenheim shall deliver the remainder of the Collateral, if any, in its possession to Agent and, if permitted under the applicable agreements, transfer control of the remainder of the Collateral, if any, under its control to Agent, in each case, except as may otherwise be required by applicable law or court order and (b) the Working Capital Termination Date, Agent shall deliver the remainder of the Collateral, if any, in its possession to Guggenheim and, if permitted under the applicable agreements, transfer control of the remainder of the Collateral, if any, under its control to Guggenheim, in each case, except as may otherwise be required by applicable law or court order

Bailee for Perfection. Each Lender of the Lenders hereby appoints the each Agent and each other Lenders 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, and each Lender acknowledges and agrees to such appointment; provided, that, a 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 Lender Agents and Lenders from, all claims and liabilities arising pursuant to the possessing Agent's or Lender's role as bailee 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 (athe Working Capital Loan Termination Date or after Term Loan Agent exercises its right under Section 2.10(b) the Guggenheim Termination Datehereof, Guggenheim 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 and (b) the Working Capital Termination Date, Agent shall deliver the remainder of the Collateral, if any, in its possession to Guggenheim and, if permitted under the applicable agreements, transfer control of the remainder of the Collateral, if any, under its control to Guggenheim, in each case, except as may otherwise be required by applicable law or court order.

Bailee for Perfection. Each Lender Creditor hereby appoints the other Lenders Creditor as agent for the purposes of perfecting their respective the other Creditor’s Liens in and on any of the Collateral in the possession or under the control of such personCreditor or its representatives, including, without limitation, Liens on Borrower’s and each Lender acknowledges the other Obligors’ deposit accounts maintained by First Lien Agent and agrees to such appointmentinvestment property and instruments in the possession or under the control of the First Lien Agent; provided, that, a Lender the Creditor 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 or non-controlling Lenders Creditor hereby waive waives and release releases the other Lender Creditor from, all claims and liabilities arising pursuant to the possessing Lender's or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing and/or or controlling Lender Creditor shall use the same degree of care with respect thereto as the possessing and/or or controlling Lender Creditor uses for similar property pledged to the possessing and/or or controlling Lender Creditor as collateral for indebtedness of others to the possessing and/or or controlling LenderCreditor. 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 (a) First Lien Agent and the Guggenheim Termination DateFirst 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, Guggenheim First Lien Agent shall deliver (i) the remainder of the Collateral, if any, any in its their possession to Agent and, if permitted under the applicable agreements, transfer control of the remainder of the Collateral, if any, under its control to Second Lien Agent, in each case, except as may otherwise be required by applicable law or court order and (bii) a written notice prepared by Second Lien Agent (at Borrower’ 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 Working Capital Termination Date, Agent shall deliver rights and take the remainder of the Collateral, if any, actions set forth in its possession to Guggenheim and, if permitted under the applicable agreements, transfer control of the remainder of the Collateral, if any, under its control to Guggenheim, in each case, except as may otherwise be required by applicable law such landlord’s waiver or court orderbailee waiver. Intercreditor and Subordination Agreement

Bailee for Perfection. Each Lender of Revolving Loan Agent and Term Loan Agent hereby appoints the other Lenders 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, and each Lender acknowledges and agrees to such appointment; provided, that, a Lender Creditor 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 or non-controlling Lenders Creditor hereby waive waives and release releases the other Lender Creditor from, all claims and liabilities arising pursuant to the possessing LenderCreditor's role as bailee with respect to the Collateral, so long as the possessing and/or or controlling Lender Creditor shall use the same degree of care with respect thereto as the possessing and/or or controlling Lender Creditor uses for similar property pledged to the possessing and/or or controlling Lender Creditor as collateral for indebtedness of others to the possessing and/or or controlling LenderCreditor. After (a) the Guggenheim Termination DateRevolving Loan Debt is paid in full, Guggenheim Revolving Loan 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 and (b) the Working Capital Termination Date, Agent shall deliver the remainder of the Collateral, if any, in its possession to Guggenheim and, if permitted under the applicable agreements, transfer control of the remainder of the Collateral, if any, under its control to Guggenheim, in each case, except as may otherwise be required by applicable law or court order.

Bailee for Perfection. Each Lender Agent hereby appoints the other Lenders Agent to act as its agent and bailee 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, and each Lender acknowledges and agrees to such appointmentPerson; provided, that, a Lender an Agent 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 or non-controlling Lenders Agent hereby waive waives and release releases the other Lender from, Agent from all claims and liabilities arising pursuant to the possessing Lenderor controlling Agent's role as agent and bailee with respect to the Collateral, so long as the possessing and/or or controlling Lender shall use Agent uses the same degree of care with respect thereto as the possessing and/or or controlling Lender Agent uses for similar property pledged to the possessing and/or or controlling Lender Agent as collateral for indebtedness of others to the possessing and/or controlling LenderAgent. After (a) the Guggenheim Working Capital Loan Termination Date, Guggenheim Working Capital Agent shall deliver the remainder of the Collateral, if any, in its possession to Agent and, if permitted under the applicable agreementsTerm Loan Agent, transfer control of the remainder of the Collateral, if any, under its control to the Term Loan Agent and assign to the Term Loan Agent all of the Working Capital Agent's interest in any blocked depository accounts of Borrowers or any Obligor under the control of Working Capital Agent, in each case, except as may otherwise be required by applicable law or court order and (b) order. After the Working Capital Termination Term Loan A Repayment Date, Term Loan Agent shall deliver the remainder of the Collateral, if any, in its possession to Guggenheim and, if permitted under the applicable agreementsWorking Capital Agent, transfer control of the remainder of the Collateral, if any, under its control to Guggenheim, the Working Capital Agent and assign to the Working Capital Agent all of the Term Loan Agent's interest in any blocked depository accounts of Borrowers or any Obligor under the control of Term Loan Agent; in each case, except as may otherwise be required by applicable law or court order. Upon such delivery of control of the remainder of the Collateral to Working Capital Agent, Working Capital Agent shall hold such Collateral in its possession as agent and bailee for Term Loan Agent for the benefit of the Term A Lenders in accordance with the first sentence of this Section 4.6.

Bailee for Perfection. Each Lender of Senior Lien Agent and Revolving B Loan Agent hereby appoints the other Lenders 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, and each Lender acknowledges and agrees to such appointment; provided, that, a Lender Creditor 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 or non-controlling Lenders Creditor hereby waive waives and release releases the other Lender Creditor from, all claims and liabilities arising pursuant to the possessing LenderCreditor's role as bailee with respect to the Collateral, so long as the possessing and/or or controlling Lender Creditor shall use the same degree of care with respect thereto as the possessing and/or or controlling Lender Creditor uses for similar property pledged to the possessing and/or or controlling Lender Creditor as collateral for indebtedness of others to the possessing and/or or controlling LenderCreditor. After (a) the Guggenheim Termination DateSenior Lien Debt is paid in full, Guggenheim Senior Lien Agent shall deliver the remainder of the Collateral, if any, in its possession to Revolving B Loan Agent and, if permitted under the applicable agreements, transfer control of the remainder of the Collateral, if any, under its control to Revolving B Loan Agent, in each case, except as may otherwise be required by applicable law or court order and (b) the Working Capital Termination Date, Agent shall deliver the remainder of the Collateral, if any, in its possession to Guggenheim and, if permitted under the applicable agreements, transfer control of the remainder of the Collateral, if any, under its control to Guggenheim, in each case, except as may otherwise be required by applicable law or court order.

Bailee for Perfection. Each Lender Creditor hereby appoints the other Lenders Creditor as agent for the purposes of perfecting their respective the other Creditor’s Liens in and on any of the Collateral in the possession or under the control of such personCreditor or its representatives, including, without limitation, Liens on Borrower’s and each Lender acknowledges the other Obligors’ deposit accounts maintained by First Lien Agent and agrees to such appointmentinvestment property and instruments in the possession or under the control of First Lien Agent; provided, that, a Lender the Creditor 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 or non-controlling Lenders Creditor hereby waive waives and release releases the other Lender Creditor from, all claims and liabilities arising pursuant to the possessing Lender's or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing and/or or controlling Lender Creditor shall use the same degree of care with respect thereto as the possessing and/or or controlling Lender Creditor uses for similar property pledged to the possessing and/or or controlling Lender Creditor as collateral for indebtedness of others to the possessing and/or or controlling LenderCreditor. Prior to the date on which First Lien Agent and the other First Lien Creditors 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 a Junior Lien Agent or the Junior Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After (a) First Lien Agent and the Guggenheim Termination Dateother First Lien Creditors 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, Guggenheim First Lien Agent shall deliver (i) the remainder of the Collateral, if any, any in its their possession to Agent and, if permitted under the applicable agreements, transfer control of the remainder of the Collateral, if any, under its control to 1.5 Lien Agent, in each case, except as may otherwise be required by applicable law or court order and (bii) a written notice prepared by 1.5 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 1.5 Lien Agent is entitled to exercise the Working Capital Termination Date, Agent shall deliver rights and take the remainder of the Collateral, if any, actions set forth in its possession to Guggenheim and, if permitted under the applicable agreements, transfer control of the remainder of the Collateral, if any, under its control to Guggenheim, in each case, except as may otherwise be required by applicable law such landlord’s waiver or court orderbailee waiver.