Common use of Bailee for Perfection Clause in Contracts

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.

Bailee for Perfection. Each of the Lenders Revolving Loan Agent and Term Loan Agent hereby appoints each Agent and each the 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 a 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 Agents or Lenders Creditor hereby waive waives and release releases the other Agents and Lenders Creditor from, all claims and liabilities arising pursuant to the possessing Agent's or LenderCreditor's role as agent bailee with respect to the Collateral, so long as the possessing and/or or controlling Agent or Lender Creditor shall use the same degree of care with respect thereto as the possessing and/or or controlling Agent or 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 Agent or LenderCreditor. After the Working Capital Revolving Loan Termination Date or after Term Debt is paid in full, Revolving 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.

Bailee for Perfection. Each of the Lenders Lender hereby appoints each Agent and each the other Lender 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, an Agent or 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 Agents or Lenders hereby waive and release the other Agents and Lenders Lender from, all claims and liabilities arising pursuant to the possessing Agent's or Lender's role as agent bailee 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 (a) the Working Capital Loan Guggenheim Termination Date or after Term Loan Agent exercises its right under Section 2.10(b) hereofDate, Working Capital Agent Guggenheim 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 of the Lenders Senior Lien Agent and Revolving B Loan Agent hereby appoints each Agent and each the 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 a 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 Agents or Lenders Creditor hereby waive waives and release releases the other Agents and Lenders Creditor from, all claims and liabilities arising pursuant to the possessing Agent's or LenderCreditor's role as agent bailee with respect to the Collateral, so long as the possessing and/or or controlling Agent or Lender Creditor shall use the same degree of care with respect thereto as the possessing and/or or controlling Agent or 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 Agent or LenderCreditor. After the Working Capital Loan Termination Date or after Term Loan Agent exercises its right under Section 2.10(b) hereofSenior Lien Debt is paid in full, Working Capital Senior Lien Agent shall deliver the remainder of the Collateral, if any, in its possession to Term 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 Term Revolving B Loan Agent, in each case, except as may otherwise be required by applicable law or court order.