Common use of Bailment for Perfection of Certain Security Interests – Other Control Collateral Clause in Contracts

Bailment for Perfection of Certain Security Interests – Other Control Collateral. (Second Lien Administrative Agent). Each of the Second Lien Administrative Agent, each Second Lien Lender and each First Lien Lender agrees that if it shall at any time hold a Lien on any Collateral that can be perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Second Lien Administrative Agent, such Second Lien Lender or such First Lien Lender or of their respective agents or bailees (such Collateral being referred to herein as the “Other Pledged or Controlled Collateral”), such Second Lien Administrative Agent, Second Lien Lender or First Lien Lender, as applicable, shall, solely for the purpose of perfecting the First Priority Liens granted under the First Lien Loan Documents and the Second Priority Liens granted under the Second Lien Loan Documents, also hold such Other Pledged or Controlled Collateral as bailee for, and hereby acknowledges that it shall hold possession of such Other Pledged or Controlled Collateral for the benefit of, the First Lien Administrative Agent and, in the case of a Second Lien Lender or a First Lien Lender, also hold such Other Pledged or Controlled Collateral as bailee for, and hereby acknowledges that it shall hold possession of such Other Pledged or Controlled Collateral for the benefit of, the Second Lien Administrative Agent. No obligations shall be imposed on the Second Lien Administrative Agent, any First Lien Lender or Second Lien Lender by reason of this Section 5.02, and none of the First Lien Administrative Agent, Second Lien Administrative Agent, First Lien Lender or Second Lien Lender shall have a fiduciary relationship in respect of any other party. No party shall be required to take any action requested y any other party that such party in good faith believes exposes it to personal liability for expenses or other amounts unless such party receives an indemnity sat sfactory to it from the party requesting xxxxxx.Xx Second Lien Lender,First Lien Lender or Second Lien Administrative Agent shall charge the First Lien Administrative Agent a fee for holding such Collateral as bailee pursuant hereto.

Bailment for Perfection of Certain Security Interests – Other Control Collateral. (Second Lien Administrative Agent). Each of the Second Lien Administrative Agent, each Second Lien Lender and each First Lien Lender agrees that if it shall at any time hold a Lien on any Collateral that can be perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Second Lien Administrative Agent, such Second Lien Lender or such First Lien Lender or of their respective agents or bailees (such Collateral being referred to herein as the “Other Pledged or Controlled Collateral”), such Second Lien Administrative Agent, Second Lien Lender or First Lien Lender, as applicable, shall, solely for the purpose of perfecting the First Priority Liens granted under the First Lien Loan Documents and the Second Priority Liens granted under the Second Lien Loan Documents, also hold such Other Pledged or Controlled Collateral as bailee for, and hereby acknowledges that it shall hold possession of such Other Pledged or Controlled Collateral for the benefit of, the First Lien Administrative Agent and, in the case of a Second Lien Lender or a First Lien Lender, also hold such Other Pledged or Controlled Collateral as bailee for, and hereby acknowledges that it shall hold possession of such Other Pledged or Controlled Collateral for the benefit of, the Second Lien Administrative Agent. No obligations shall be imposed on the Second Lien Administrative Agent, any First Lien Lender or Second Lien Lender by reason of this Section 5.02, and none of the First Lien Administrative Agent, Second Lien Administrative Agent, First Lien Lender or Second Lien Lender shall have a fiduciary relationship in respect of any other party. No party shall be required to take any action requested y by any other party that such party in good faith believes exposes it to personal any liability for expenses or other amounts unless such party receives an indemnity sat sfactory reasonably satisfactory to it from the party requesting xxxxxx.Xx action. No Second Lien Lender,, First Lien Lender or Second Lien Administrative Agent shall charge the First Lien Administrative Agent or the Second Lien Administrative Agent a fee for holding such Collateral as bailee pursuant hereto. If requested by the First Lien Administrative Agent, each of the Second Lien Administrative Agent, each Second Lien Lender and each First Lien Lender agrees that it shall as promptly as practical turn over to the First Lien Administrative Agent any Collateral in the possession or control of the Second Lien Administrative Agent, Second Lien Lender and First Lien Lender, respectively, or take such steps as reasonably requested to enable to First Lien Administrative Agent to acquire control of any Collateral over which such Second Lien Administrative Agent, Second Lien Lender or First Lien Lender, respectively, has control.

Bailment for Perfection of Certain Security Interests – Other Control Collateral. (Before the Discharge of First Lien Obligations and the Discharge of Second Lien Administrative Agent). Each Obligations, each of the Second Lien Administrative Agent, for itself and on behalf of each other Second Lien Lender Secured Party, and each the First Lien Lender Administrative Agent, for itself and on behalf of each other First Lien Secured Party, agrees that if it any such Secured Party shall at any time hold a Lien on any Collateral that can be perfected by the possession Pledged or control of such Collateral or of any account in which such Collateral is heldControlled Collateral, and if such Pledged or Controlled Collateral or any such account is in fact in the possession or under the control of the Second Lien Administrative Agent, such Second Lien Lender Secured Party or such First Lien Lender or any of their its respective agents or bailees (such Collateral being referred to herein as the “Other Pledged or Controlled Collateral”)bailees, such Second Lien Administrative Agent, Second Lien Lender or First Lien Lender, as applicable, Secured Party shall, solely for the purpose of perfecting the First Priority Liens granted under the First Lien Loan Documents and the Second Priority Liens granted under the Second Lien Loan Documents, Documents also hold such Other Pledged or Controlled Collateral as bailee for, and hereby acknowledges that it shall hold possession of such Other Pledged or Controlled Collateral for the benefit of, the First Lien Administrative Agent and, in the case of a Second Lien Lender or a First Lien Lender, also hold such Other Pledged or Controlled Collateral as bailee for, and hereby acknowledges that it shall hold possession of such Other Pledged or Controlled Collateral for the benefit of, the Second Lien Administrative Agent. No obligations shall be imposed on the Second Lien Administrative Agent, any First Lien Lender Secured Party or Second Lien Lender Secured Party by reason of this Section 5.025.02(a), and none of the First Lien Administrative Agent, Second Lien Administrative Agent, First Lien Lender or Second Lien Lender Secured Parties shall have a fiduciary relationship in respect of any other partyparty by reason of this Section 5.02(a). No party shall be required to take any action requested y by any other party that such party in good faith believes exposes it to personal any liability for expenses or other amounts unless such party receives an indemnity sat sfactory reasonably satisfactory to it from the party requesting xxxxxx.Xx Second Lien Lender,First Lien Lender or Second Lien action (it being agreed that nothing herein shall obligate any of the Administrative Agent Agents to indemnify any other party in its individual capacity). No Secured Party shall charge the First Lien Administrative Agent, or the Second Lien Administrative Agent a fee for holding such Collateral as bailee pursuant hereto. Before the Discharge of First Lien Obligations, if requested by the First Lien Administrative Agent, the Second Lien Administrative Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that it shall as promptly as practical turn over to the First Lien Administrative Agent any Collateral in the possession or control of a Second Lien Secured Party, or take such steps as reasonably requested (at the relevant Grantor’s sole cost and expense) to enable to First Lien Administrative Agent to acquire control of any Collateral over which such Second Lien Secured Party has control. Upon the Discharge of First Lien Obligations, if requested by the Second Lien Administrative Agent, the First Lien Administrative Agent, for itself and on behalf of the other First Lien Secured Parties, agrees that it shall as promptly as practical turn over to the Second Lien Administrative Agent any Collateral in the possession or control of a First Lien Secured Party, or take such steps as reasonably requested (at the relevant Grantor’s sole and reasonable cost and expense) to enable the Second Lien Administrative Agent to acquire control of any Collateral over which such First Lien Secured Party has control.

Bailment for Perfection of Certain Security Interests – Other Control Collateral. (Second Lien Administrative AgentLiens). Each of (x) the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties and (y) the First Lien Administrative Agent, each Second Lien Lender and each on behalf of the First Lien Lender Lenders, agrees that if it shall at any time hold a Lien on any Collateral that can be perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Second Lien Administrative Agent, such Second Lien Lender or such First Lien Lender Person or of their respective agents or bailees (such Collateral being referred to herein as the “Other Pledged or Controlled Collateral”), such Second Lien Administrative Agent, Second Lien Lender or First Lien Lender, as applicable, Person shall, solely for the purpose of perfecting the First Priority Liens granted under the First Lien Loan Documents and the Second Priority Liens granted under the Second Lien Loan Note Documents, also hold such Other Pledged or Controlled Collateral as bailee for, and hereby acknowledges that it shall hold possession of such Other Pledged or Controlled Collateral for the benefit of, the First Lien Administrative Agent and, in the case of a Second Lien Lender or a First Lien Lender, also hold such Other Pledged or Controlled Collateral and as bailee for, and hereby acknowledges that it shall hold possession of such Other Pledged or Controlled Collateral for the benefit of, the Second Lien Administrative Collateral Agent. No obligations shall be imposed on the Second Lien Administrative Agent, any First Lien Lender or Second Lien Lender Person by reason of this Section 5.02, and none of the First Lien Administrative Agent, the Second Lien Administrative Collateral Agent, any First Lien Lender or any other Second Lien Lender Secured Party shall have a fiduciary relationship in respect of any other party. No party shall be required to take any action requested y by any other party that such party in good faith believes exposes it to personal liability for expenses or other amounts unless such party receives an indemnity sat sfactory satisfactory to it from the party requesting xxxxxx.Xx Second Lien Lender,First Lien Lender or Second Lien Administrative Agent action. No Person shall charge the First Lien Administrative Agent a fee or the Second Lien Collateral Agent for holding such Collateral as bailee pursuant hereto.

Bailment for Perfection of Certain Security Interests – Other Control Collateral. (Before the Discharge of First Lien Obligations and the repayment in full, in cash, of Excess First Lien Obligations, and the Discharge of Second Lien Administrative Agent). Each Obligations and the repayment in full, in cash, of Excess Second Lien Obligations, each of the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, and the First Lien Administrative Agent, for itself and on behalf of each Second Lien Lender and each other First Lien Lender Secured Party, agrees that if it any such Secured Party shall at any time hold a Lien on any Collateral that can be perfected by the possession Pledged or control of such Collateral or of any account in which such Collateral is heldControlled Collateral, and if such Pledged or Controlled Collateral or any such account is in fact in the possession or under the control of the Second Lien Administrative Agent, such Second Lien Lender Secured Party or such First Lien Lender or any of their its respective agents or bailees (such Collateral being referred to herein as the “Other Pledged or Controlled Collateral”)bailees, such Second Lien Administrative Agent, Second Lien Lender or First Lien Lender, as applicable, Secured Party shall, solely for the purpose of perfecting the First Priority Liens granted under the First Lien Loan Documents and the Second Priority Liens granted under the Second Lien Loan Documents, Documents also hold such Other Pledged or Controlled Collateral as bailee for, and hereby acknowledges that it shall hold possession of such Other Pledged or Controlled Collateral for the benefit of, the First Lien Administrative Agent and, in the case of a Second Lien Lender or a First Lien Lender, also hold such Other Pledged or Controlled Collateral as bailee for, and hereby acknowledges that it shall hold possession of such Other Pledged or Controlled Collateral for the benefit of, the Second Lien Administrative Collateral Agent. No obligations shall be imposed on the Second Lien Administrative Collateral Agent, any First Lien Lender Secured Party or Second Lien Lender Secured Party by reason of this Section 5.025.02(a), and none of the First Lien Administrative Agent, Second Lien Administrative Agent, First Lien Lender or Second Lien Lender Secured Parties shall have a fiduciary relationship in respect of any other partyparty by reason of this Section 5.02(a). No party shall be required to take any action requested y by any other party that such party in good faith believes exposes it to personal any liability for expenses or other amounts unless such party receives an indemnity sat sfactory reasonably satisfactory to it from the party requesting xxxxxx.Xx Second Lien Lender,First Lien Lender or Second Lien action (it being agreed that nothing herein shall obligate any of the Administrative Agent Agents to indemnify any other party in its individual capacity). No Secured Party shall charge the First Lien Administrative Agent, or the Second Lien Collateral Agent a fee for holding such Collateral as bailee pursuant hereto. Before the Discharge of First Lien Obligations, if requested by the First Lien Administrative Agent, the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that it shall as promptly as practical turn over to the First Lien Administrative Agent any Collateral in the possession or control of a Second Lien Secured Party, or take such steps as reasonably requested (at the relevant Grantor’s sole cost and expense) to enable to First Lien Administrative Agent to acquire control of any Collateral over which such Second Lien Secured Party has control. Upon the Discharge of First Lien Obligations, if requested by the Second Lien Collateral Agent, the First Lien Administrative Agent, for itself and on behalf of the other First Lien Secured Parties, agrees that it shall as promptly as practical turn over to the Second Lien Collateral Agent any Collateral in the possession or control of a First Lien Secured Party, or take such steps as reasonably requested (at the relevant Grantor’s sole cost and expense) to enable to Second Lien Collateral Agent to acquire control of any Collateral over which such First Lien Secured Party has control. Upon the Discharge of Second Lien Obligations, and if any Excess First Lien Obligations remain outstanding, if requested by the First Lien Administrative Agent, the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that it shall as promptly as practical turn over to the First Lien Administrative Agent any Collateral in the possession or control of a Second Lien Secured Party, or take such steps as reasonably requested (at the relevant Grantor’s sole cost and expense) to enable to First Lien Administrative Agent to acquire control of any Collateral over which such Second Lien Secured Party has control. Upon the repayment in full, in cash, of Excess First Lien Obligations, and if any Excess Second Lien Obligations remain outstanding, if requested by the Second Lien Collateral Agent, the First Lien Administrative Agent, for itself and on behalf of the other First Lien Secured Parties, agrees that it shall as promptly as practical turn over to the Second Lien Collateral Agent any Collateral in the possession or control of a First Lien Secured Party, or take such steps as reasonably requested (at the relevant Grantor’s sole cost and expense) to enable to Second Lien Collateral Agent to acquire control of any Collateral over which such First Lien Secured Party has control.