Common use of Bailee for Perfection Clause in Contracts

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.