Common use of Bailment Clause in Contracts

Bailment. (a) With respect to any Collateral in which a security interest may be perfected under the UCC or other relevant law only by possession or with respect to which the rights or interests granted to the Subordinated Lender may be precluded by or inconsistent with the rights or interests granted to the Senior Agent and the Senior Lenders (the "Specified Collateral"), the Senior Agent and the Senior Lenders will act as pledgeholder for the Subordinated Lender until of the Senior Debt shall have been Paid in Full, whereupon possession of or the other rights with respect to any such Specified Collateral remaining shall be immediately transferred to the Subordinated Lender; and immediately upon such transfer of possession or the other rights the Subordinated Lender shall become the pledgeholder of the Specified Collateral. The Subordinated Lender acknowledges and agrees that: (i) the Senior Agent and the Senior Lenders do not make any representation or warranty whatsoever as to the nature, extent, description, validity or priority of any Specified Collateral or the security interests in or liens upon any Specified Collateral; (ii) while any Specified Collateral is held by the Senior Agent or the Senior Lenders, the Senior Agent and the Senior Lenders shall not have any liability to, and shall be held harmless by, the Subordinated Lender, for any losses, damages, claims, or liabilities of any kind to the extent arising out of the holding of such Specified Collateral, other than losses, damages, claims, or liabilities arising out of the Senior Agent' or the Senior Lenders' gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction; (iii) the Senior Agent and the Senior Lenders need not act as a pledgeholder for the Subordinated Lender with respect to any Collateral in which a security interest may be perfected by means other than possession; (iv) the Subordinated Lender shall immediately deliver to the Senior Agent (to be held by the Senior Agent in accordance with the terms of the Senior Loan Documents) any Collateral that is now in or in the future comes into their possession; (v) the priority of the Secured Creditors' security interests in and liens upon the Specified Collateral shall be governed by the terms of this Agreement; and (vi) subject to the first sentence of this Paragraph 12, neither the Senior Agent nor the Senior Lenders shall be deemed an "agent" of, or for the benefit of, the Subordinated Lender.

Bailment. (a) With respect to any Collateral in which a security interest may be perfected under the UCC or other relevant law only by possession or with respect to which the rights or interests granted to the Subordinated Lender may be precluded by or inconsistent with the rights or interests granted to the Senior Agent and the Senior Lenders (the "“Specified Collateral"”), the Senior Facility Agent and the Senior Lenders will act as pledgeholder and/or bailee for the Subordinated Lender Noteholders until of the Senior Debt shall have been Paid Payment in Full, whereupon the Senior Facility Agent shall immediately transfer possession of or any Collateral in the other rights with respect to any such Specified Collateral remaining shall be immediately transferred possession of the Senior Facility Agent to the Subordinated LenderTrustee for the benefit of the Noteholders; and immediately upon such transfer of possession or the other rights the Subordinated Lender Trustee shall become the pledgeholder and/or the bailee of such Specified Collateral for the benefit of the Specified CollateralNoteholders. The Subordinated Lender Trustee acknowledges and agrees that: (ia) the Senior Facility Agent and the Senior Lenders Facility Creditors do not make any representation or warranty whatsoever as to the nature, extent, description, validity or priority of any Specified Collateral or the security interests in or liens upon any Specified Collateral; (iib) while any Specified Collateral is held by the Senior Agent or the Senior LendersFacility Agent, the Senior Facility Agent and the Senior Lenders Facility Creditors shall not have any liability to, and shall be held harmless by, the Subordinated LenderNoteholders, for any losses, damages, claimsclaim, or liabilities liability of any kind to the extent arising out of the holding of such Specified Collateral, other than losses, damages, claims, or liabilities arising out of the Senior Facility Agent' or the Senior Lenders' ’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct; (iiic) the Senior Facility Agent and the Senior Lenders need not act as a pledgeholder for the Subordinated Lender Noteholders with respect to any Collateral in which a security interest may be perfected by means other than possession; (ivd) the Subordinated Lender Trustee and the Noteholders shall immediately deliver to the Senior Facility Agent (to be held by the Senior Agent in accordance with the terms of the Senior Loan Documents) any Specified Collateral that is now in or in the future comes into their possessionpossession until Payment in Full; and (ve) the priority of the Secured Creditors' ’ security interests in and liens upon the Specified Collateral shall be governed by the terms of this Agreement; and (vi) subject to the first sentence of this Paragraph 12, neither the Senior Agent nor the Senior Lenders shall be deemed an "agent" of, or for the benefit of, the Subordinated Lender.

Bailment. (a) With respect All “Equipment” (collectively, “equipment” (as that term is defined in UCC Section 9-102(a)(33)) that is used in the manufacture, production or assembly of Products by Seller, and all machinery, equipment, Tooling, furnishings and fixtures (as such terms are defined in UCC Section 9-102) now owned or hereafter acquired by Seller, of any kind, nature or description, as well as all (a) additions to, substitutions for, replacements of and accessions to any Collateral of the foregoing items, (b) attachments, components, parts (including spare parts) and accessories installed thereon or affixed thereto, and (c) Intellectual Property Rights in connection with the foregoing) and other tangible property of every description, including supplies, materials, machinery, equipment, drawings, artwork, copy layout, electronic data and other items, furnished by Buyer (or Buyer’s customers) to Seller or to any supplier to Seller in connection with this Agreement, or for which Seller has been at least partially reimbursed by Buyer (collectively, “Bailed Property”) is and will remain the property of Buyer (or Buyer’s customer(s)), as applicable) and be held by Seller on a bailment at will basis. (b) Only Buyer has any right, title or interest in and to Bailed Property, except for Seller’s limited right, subject to Buyer’s sole discretion, to use the Bailed Property in the performance of Seller’s obligations under this Agreement. Seller shall not use the Bailed Property for any other purpose. Seller shall not comingle Bailed Property with Seller’s property or with the property of any other person and shall not move any Bailed Property from Seller’s premises without Buyer’s prior written approval. Buyer may, at any time, for any reason and without payment of any kind, retake possession of any Bailed Property without payment or notice to Seller, or a hearing or a court order, which rights, if any, are waived by Seller. Upon Buyer’s request, Bailed Property will be immediately released to Buyer or delivered to Buyer by Seller. Seller’s continued holding of Bailed Property after demand has been made by Buyer for delivery will substantially impair the value of the Bailed Property, and Buyer will be entitled to a court order of possession without any need or proving damages or a bond. To the fullest extent permitted by law, Seller shall not allow any encumbrance to be imposed on or attach to the Bailed Property through Seller or as a result of Seller’s action or inaction, and Seller waives any encumbrance that it may have or acquire in the Bailed Property. (c) Seller agrees that (i) Buyer is neither the manufacturer of the Bailed Property nor the manufacturer’s agent, (ii) Buyer is bailing Bailed Property to Seller for Seller’s benefit, (iii) Seller has inspected the Bailed Property and is satisfied that the Bailed Property is suitable and fit for its intended purposes, of which Seller is aware, and (iv) BUYER HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WHATSOEVER, EITHER EXPRESS OR IMPLIED, AS TO THE FITNESS, CONDITION, MERCHANTABILITY, DESIGN OR OPERATION OF THE BAILED PROPERTY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. Notwithstanding the foregoing, if the bailment relationship described in this Section is deemed to be a secured financing transaction, Seller grants to Buyer a continuing security interest may be perfected under the UCC or other relevant law only by possession or with respect to which the in any rights or interests granted to the Subordinated Lender it may be precluded by or inconsistent with the rights or interests granted to the Senior Agent and the Senior Lenders (the "Specified Collateral"), the Senior Agent and the Senior Lenders will act as pledgeholder for the Subordinated Lender until of the Senior Debt shall have been Paid in Full, whereupon possession of or the other rights with respect to any such Specified Collateral remaining shall be immediately transferred to the Subordinated Lender; and immediately upon such transfer of possession or the other rights the Subordinated Lender shall become the pledgeholder of the Specified Collateral. The Subordinated Lender acknowledges and agrees that: (i) the Senior Agent and the Senior Lenders do not make any representation or warranty whatsoever as to the nature, extent, description, validity or priority of any Specified Collateral or the security interests in or liens upon any Specified Collateral; (ii) while any Specified Collateral is held by the Senior Agent or the Senior Lenders, the Senior Agent and the Senior Lenders shall not have any liability to, and shall be held harmless by, the Subordinated Lender, for any losses, damages, claims, or liabilities of any kind to the extent arising out of the holding of such Specified Collateral, other than losses, damages, claims, or liabilities arising out of the Senior Agent' or the Senior Lenders' gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction; (iii) the Senior Agent and the Senior Lenders need not act as a pledgeholder for the Subordinated Lender with respect to any Collateral in which a security interest may be perfected by means other than possession; (iv) the Subordinated Lender shall immediately deliver to the Senior Agent (to be held by the Senior Agent in accordance with the terms of the Senior Loan Documents) any Collateral that is now in or in the future comes into their possession; (v) the priority of the Secured Creditors' security interests in and liens upon the Specified Collateral shall be governed by the terms of this Agreement; and (vi) subject to the first sentence of this Paragraph 12, neither the Senior Agent nor the Senior Lenders shall be deemed an "agent" of, or for the benefit of, the Subordinated LenderBailed Property.

Bailment. All Equipment and other tangible property of every description, including supplies, materials, machinery, equipment, drawings, photographic negatives and positives, artwork, copy layout, electronic data, and other items, furnished by Buyer (or Buyer's customers), either directly or indirectly, to Seller or to any supplier to Seller in connection with or related to this Agreement, or for which Seller has been at least partially reimbursed by Buyer (collectively, "Bailed Property") is and will at all times remain the property of Buyer (or Xxxxx's customer(s)), as applicable) and be held by Seller on a bailment-at-will basis. Only Buyer has any right, title, or interest in and to Bailed Property, except for Seller's limited right, subject to Xxxxx's sole discretion, to use the Bailed Property in the performance of Seller's obligations under this Agreement. Seller shall not use the Bailed Property for any other purpose. Seller shall not commingle Bailed Property with the property of Seller or with that of a Person other than Buyer or Seller and shall not move any Bailed Property from Seller's premises without the prior written approval by Xxxxx. Buyer may, at any time, for any reason and without payment of any kind, retake possession of any Bailed Property without the necessity of payment or notice to Seller, or a hearing or a court order, which rights, if any, are waived by Seller. Upon Xxxxx's request, Xxxxxx Property will be immediately released to Buyer or delivered to Buyer by Seller. Seller's continued holding of Bailed Property after demand has been made by Buyer for delivery will substantially impair the value thereof, and, accordingly, Buyer will be entitled to a court order of possession without any need of proving damages or posting of a bond. To the fullest extent permitted by law, Seller shall not allow any Encumbrance to be imposed on or attach to the Bailed Property through Seller or as a result of Seller's action or inaction, and Seller hereby waives any Encumbrance that it may have or acquire in the Bailed Property. Seller acknowledges and agrees that (a) With respect Buyer is neither the manufacturer of the Bailed Property nor the manufacturer's agent, (b) Buyer is bailing Bailed Property to any Collateral Seller for Seller's benefit, (c) Seller has inspected the Bailed Property and is satisfied that the Bailed Property is suitable and fit for its intended purposes, of which Seller is aware, and (d) BUYER HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WHATSOEVER, EITHER EXPRESS OR IMPLIED, AS TO THE FITNESS, CONDITION, MERCHANTABILITY, DESIGN OR OPERATION OF THE BAILED PROPERTY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. Notwithstanding the foregoing, if the bailment relationship described in which this 3014.1 is deemed to be a secured financing transaction, Seller grants to Buyer a continuing security interest may be perfected under the UCC or other relevant law only by possession or with respect to which the in any rights or interests granted to the Subordinated Lender it may be precluded by or inconsistent with the rights or interests granted to the Senior Agent and the Senior Lenders (the "Specified Collateral"), the Senior Agent and the Senior Lenders will act as pledgeholder for the Subordinated Lender until of the Senior Debt shall have been Paid in Full, whereupon possession of or the other rights with respect to any such Specified Collateral remaining shall be immediately transferred to the Subordinated Lender; and immediately upon such transfer of possession or the other rights the Subordinated Lender shall become the pledgeholder of the Specified Collateral. The Subordinated Lender acknowledges and agrees that: (i) the Senior Agent and the Senior Lenders do not make any representation or warranty whatsoever as to the nature, extent, description, validity or priority of any Specified Collateral or the security interests in or liens upon any Specified Collateral; (ii) while any Specified Collateral is held by the Senior Agent or the Senior Lenders, the Senior Agent and the Senior Lenders shall not have any liability to, and shall be held harmless by, the Subordinated Lender, for any losses, damages, claims, or liabilities of any kind to the extent arising out of the holding of such Specified Collateral, other than losses, damages, claims, or liabilities arising out of the Senior Agent' or the Senior Lenders' gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction; (iii) the Senior Agent and the Senior Lenders need not act as a pledgeholder for the Subordinated Lender with respect to any Collateral in which a security interest may be perfected by means other than possession; (iv) the Subordinated Lender shall immediately deliver to the Senior Agent (to be held by the Senior Agent in accordance with the terms of the Senior Loan Documents) any Collateral that is now in or in the future comes into their possession; (v) the priority of the Secured Creditors' security interests in and liens upon the Specified Collateral shall be governed by the terms of this Agreement; and (vi) subject to the first sentence of this Paragraph 12, neither the Senior Agent nor the Senior Lenders shall be deemed an "agent" of, or for the benefit of, the Subordinated LenderBailed Property.

Bailment. (a) With respect to any Collateral in which a security interest may be perfected under the UCC or other relevant law only by possession or with respect to which the rights or interests granted to the Subordinated Junior Lender may be precluded by or inconsistent with the rights or interests granted to the Senior Agent and the Senior Lenders Lender (the "Specified CollateralSPECIFIED COLLATERAL"), the Senior Agent and the Senior Lenders will act as pledgeholder for the Subordinated Junior Lender until the payment in full in cash of the Senior Debt shall have been Paid in FullIndebtedness, whereupon possession of or the other rights with respect to any such Specified Collateral remaining shall be immediately transferred to the Subordinated Junior Lender; and immediately upon such transfer of possession or the other rights the Subordinated Junior Lender shall become the pledgeholder of the Specified Collateral. The Subordinated Junior Lender acknowledges and agrees that: (ia) the Senior Agent and the Senior Lenders do not make any representation or warranty whatsoever as to the nature, extent, description, validity or priority of any Specified Collateral or the security interests in or liens upon any Specified Collateral; (iib) while any Specified Collateral is held by the Senior Agent or the Senior Lenders, the Senior Agent and the Senior Lenders shall not have any liability to, and shall be held harmless by, the Subordinated Junior Lender, for any losses, damages, claimsclaim, or liabilities liability of any kind to the extent arising out of the holding of such Specified Collateral, other than losses, damages, claims, or liabilities arising out of the Senior Agent' or the Senior Lenders' Lender's gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct; (iiic) the Senior Agent and the Senior Lenders Lender need not act as a pledgeholder for the Subordinated Junior Lender with respect to any Collateral in which a security interest may be perfected by means other than possession; (ivd) the Subordinated Junior Lender shall immediately deliver to the Senior Agent (to be held by the Senior Agent in accordance with the terms of the Senior Loan Documents) Lenders any Specified Collateral that is now in or in the future comes into their possession; and (ve) the priority of the Secured Creditors' security interests in and liens upon the Specified Collateral shall be governed by the terms of this Agreement; and (vi) subject to the first sentence of this Paragraph 12, neither the Senior Agent nor the Senior Lenders shall be deemed an "agent" of, or for the benefit of, the Subordinated Lender.

Bailment. (a) With respect All Equipment and other tangible property of every description, including supplies, materials, machinery, equipment, drawings, photographic negatives and positives, artwork, copy layout, electronic data and other items, furnished by EMCORE free of charge, either directly or indirectly, to Fastrain or any Collateral subcontractor to Fastrain in connection with or related to this Agreement, or for which Fastrain has been at least partially reimbursed by EMCORE (collectively, "Bailed Property") is and will at all times remain the property of EMCORE and be held by Fastrain on a bailment-at-will basis. (b) Only EMCORE has any right, title or interest in and to Bailed Property, except for Fastrain's limited right, subject to EMCORE's sole discretion, to use the Bailed Property in the performance of Fastrain's obligations under this Agreement. Fastrain shall not use the Bailed Property for any other purpose. Fastrain shall not commingle Bailed Property with the property of Fastrain or with that of a Person other than EMCORE or Fastrain and shall not move any Bailed Property from Fastrain's premises without the prior written approval by EMCORE. EMCORE may, at any time, for any reason and without payment of any kind, retake possession of any Bailed Property via a prior notice without the necessity of payment to Fastrain, or a hearing or a court order, which rights, if any, are waived by Fastrain. Upon EMCORE's request, Bailed Property will be immediately released to EMCORE or delivered to EMCORE by Fastrain. Fastrain's continued holding of Bailed Property after demand has been made by EMCORE for delivery will impair the value thereof, and, accordingly, EMCORE will be entitled to a court order of possession without any need or proving damages or a bond. To the fullest extent permitted by law, Fastrain shall not allow any Encumbrance to be imposed on or attach to the Bailed Property through Fastrain or as a result of Fastrain's action or inaction, and Fastrain hereby waives any Encumbrance that it may have or acquire in the Bailed Property. (c) Fastrain acknowledges and agrees that (a) unless otherwise agreed by EMCORE, EMCORE is neither the manufacturer of the Bailed Property nor the manufacturer's agent, (b) EMCORE will bail Bailed Property to Fastrain for the Parties’ benefit (if applicable), (c) Fastrain will inspect the Bailed Property and confirm that the Bailed Property is suitable and fit for its intended purposes, of which Fastrain is aware, and (d) EMCORE HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WHATSOEVER, EITHER EXPRESS OR IMPLIED, AS TO THE FITNESS, CONDITION, MERCHANTABILITY, DESIGN OR OPERATION OF THE BAILED PROPERTY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. Notwithstanding the foregoing, if the bailment relationship described in this Section 14.1 is deemed to be a secured financing transaction, Fastrain grants to EMCORE a continuing security interest may be perfected under the UCC or other relevant law only by possession or with respect to which the in any rights or interests granted to the Subordinated Lender it may be precluded by or inconsistent with the rights or interests granted to the Senior Agent and the Senior Lenders (the "Specified Collateral"), the Senior Agent and the Senior Lenders will act as pledgeholder for the Subordinated Lender until of the Senior Debt shall have been Paid in Full, whereupon possession of or the other rights with respect to any such Specified Collateral remaining shall be immediately transferred to the Subordinated Lender; and immediately upon such transfer of possession or the other rights the Subordinated Lender shall become the pledgeholder of the Specified Collateral. The Subordinated Lender acknowledges and agrees that: (i) the Senior Agent and the Senior Lenders do not make any representation or warranty whatsoever as to the nature, extent, description, validity or priority of any Specified Collateral or the security interests in or liens upon any Specified Collateral; (ii) while any Specified Collateral is held by the Senior Agent or the Senior Lenders, the Senior Agent and the Senior Lenders shall not have any liability to, and shall be held harmless by, the Subordinated Lender, for any losses, damages, claims, or liabilities of any kind to the extent arising out of the holding of such Specified Collateral, other than losses, damages, claims, or liabilities arising out of the Senior Agent' or the Senior Lenders' gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction; (iii) the Senior Agent and the Senior Lenders need not act as a pledgeholder for the Subordinated Lender with respect to any Collateral in which a security interest may be perfected by means other than possession; (iv) the Subordinated Lender shall immediately deliver to the Senior Agent (to be held by the Senior Agent in accordance with the terms of the Senior Loan Documents) any Collateral that is now in or in the future comes into their possession; (v) the priority of the Secured Creditors' security interests in and liens upon the Specified Collateral shall be governed by the terms of this Agreement; and (vi) subject to the first sentence of this Paragraph 12, neither the Senior Agent nor the Senior Lenders shall be deemed an "agent" of, or for the benefit of, the Subordinated LenderBailed Property.

Bailment. (a) With respect All supplies, materials, machinery, equipment, tooling design files, drawings, photographic negatives and positives, artwork, copy layout, electronic data and other items, furnished by Xxxxx, either directly or indirectly, to Seller or to any Collateral supplier of Seller in connection with or related to any Purchase Order, or for which a security interest Seller has been at least partially reimbursed by Xxxxx (collectively, and as may be perfected modified from time to time, the “Bailed Property”) is and will at all times remain the property of Xxxxx and be held by Seller on a bailment-at-will basis. (b) Only Xxxxx has any right, title or interest in and to Bailed Property, except for Seller’s limited right, subject to Xxxxx’x sole discretion, to use the Bailed Property solely in the performance of Seller’s obligations under these Terms. Seller shall bear the UCC or other relevant law only risk of loss of and damage to Xxxxx’x Bailed Property; the Bailed Property shall at all times be properly housed and maintained by possession or with respect to which the rights or interests granted to the Subordinated Lender may Seller; shall be precluded conspicuously marked “Property of Xxxxx” by or inconsistent Seller; shall not be commingled with the rights property of Seller or interests granted to the Senior Agent and the Senior Lenders (the "Specified Collateral"), the Senior Agent and the Senior Lenders will act as pledgeholder for the Subordinated Lender until of the Senior Debt shall have been Paid in Full, whereupon possession of or the other rights with respect to any such Specified Collateral remaining shall be immediately transferred to the Subordinated Lenderthird-party; and immediately upon such transfer of possession or the other rights the Subordinated Lender shall become the pledgeholder of the Specified Collateral. The Subordinated Lender acknowledges and agrees that: (i) the Senior Agent and the Senior Lenders do not make any representation or warranty whatsoever as to the nature, extent, description, validity or priority of any Specified Collateral or the security interests in or liens upon any Specified Collateral; (ii) while any Specified Collateral is held by the Senior Agent or the Senior Lenders, the Senior Agent and the Senior Lenders shall not have be moved from Seller’s premises without the prior written approval by Xxxxx. Xxxxx may, at any liability to, and shall be held harmless by, the Subordinated Lendertime, for any lossesreason and without payment of any kind, damages, claimsretake possession of any Bailed Property without the necessity of payment or notice to Seller, or liabilities a hearing or a court order, which rights, if any, are waived by Seller. Upon the expiration or termination of the Purchase Order or these Terms, or upon Xxxxx’x request, Seller must immediately cease all use of the Bailed Property and promptly release the same to Xxxxx or deliver such Bailed Property to Xxxxx to any kind location designated by Xxxxx, in which event Xxxxx shall pay to Seller the reasonable cost of delivery. Seller’s continued use of or holding of Bailed Property after demand has been made by Xxxxx for delivery will substantially impair the value thereof, and, accordingly, Xxxxx will be entitled to a court order of possession without any need or proving damages or a bond. To the fullest extent permitted by law, Seller shall not allow any encumbrance to be imposed on or attach to the extent arising out of the holding of such Specified Collateral, other than losses, damages, claims, Bailed Property through Seller or liabilities arising out of the Senior Agent' or the Senior Lenders' gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction; (iii) the Senior Agent and the Senior Lenders need not act as a pledgeholder for the Subordinated Lender with respect to result of Seller’s action or inaction, and Seller hereby waives any Collateral in which a security interest encumbrance that it may be perfected by means other than possession; (iv) the Subordinated Lender shall immediately deliver to the Senior Agent (to be held by the Senior Agent in accordance with the terms of the Senior Loan Documents) any Collateral that is now in have or acquire in the future comes into their possession; Bailed Property. (vc) the priority of the Secured Creditors' security interests in and liens upon the Specified Collateral shall be governed by the terms of this Agreement; and (vi) subject to the first sentence of this Paragraph 12XXXXX HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WHATSOEVER, neither the Senior Agent nor the Senior Lenders shall be deemed an "agent" ofEITHER EXPRESS OR IMPLIED, or for the benefit ofAS TO THE FITNESS, the Subordinated LenderCONDITION, MERCHANTABILITY, DESIGN OR OPERATION OF THE BAILED PROPERTY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE.

Bailment. (a) With respect to any Collateral in which a security interest may be perfected under the UCC or other relevant law only by possession or with respect to which the rights or interests granted to the Subordinated Lender Junior Creditors may be precluded by or inconsistent with the rights or interests granted to the Senior Agent and the Senior Lenders Lender (the "Specified Collateral"), the Senior Agent and the Senior Lenders Lender will act as pledgeholder for the Subordinated Lender Junior Creditors until the payment in full in cash of the Senior Debt shall have been Paid in FullIndebtedness, whereupon possession of or the other rights with respect to any such Specified Collateral remaining shall be immediately transferred to the Subordinated Lenderholder of the Term Loan B Indebtedness, pursuant to which the Term Loan B Lender will act as pledgeholder for the Junior Creditors until the payment in full in cash of the Term Loan B Indebtedness, whereupon possession of or the other rights with respect to any such Specified Collateral remaining shall be immediately transferred to the Junior Noteholders; and immediately upon such transfer of possession or the other rights the Subordinated Lender Junior Noteholders shall become the pledgeholder of the Specified Collateral. The Subordinated Lender acknowledges Junior Creditors acknowledge and agrees agree that: (ia) the Senior Agent and the Senior Lenders do Lender does not make any representation or warranty whatsoever as to the nature, extent, description, validity or priority of any Specified Collateral or the security interests in or liens upon any Specified Collateral; (iib) while any Specified Collateral is held by the Senior Agent or the Senior LendersLender, the Senior Agent and the Senior Lenders Lender shall not have any liability to, and shall be held harmless by, the Subordinated LenderJunior Creditors, for any losses, damages, claimsclaim, or liabilities liability of any kind to the extent arising out of the holding of such Specified Collateral, other than losses, damages, claims, or liabilities arising out of the Senior Agent' or the Senior Lenders' Lender's gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct; (iiic) the Senior Agent and the Senior Lenders Lender need not act as a pledgeholder for the Subordinated Lender Junior Creditors with respect to any Collateral in which a security interest may be perfected by means other than possession; (ivd) the Subordinated Lender Junior Creditors shall immediately deliver to the Senior Agent (to be held by the Senior Agent in accordance with the terms of the Senior Loan Documents) Lender any Specified Collateral that is now in or in the future comes into their its possession; and (ve) the priority of the Secured Creditors' security interests in and liens upon the Specified Collateral shall be governed by the terms of this Agreement. In addition, the Junior Noteholders acknowledge and agree that, while the Specified Collateral is being held by the holder of the Term Loan B Indebtedness as pledgeholder for the Junior Creditors, (a) the Term Loan B Lender does not make any representation or warranty whatsoever as to the nature, extent, description, validity or priority of any Specified Collateral or the security interests in or liens upon any Specified Collateral; (b) while any Specified Collateral is held by the Term Loan B Lender, the Term Loan B Lender shall not have any liability to, and shall be held harmless by, the Junior Noteholders, for any losses, damages, claim, or liability of any kind to the extent arising out of the holding of such Specified Collateral, other than losses, damages, claims, or liabilities arising out of the Term Loan B Lender's gross negligence or willful misconduct; (c) the Term Loan B Lender need not act as a pledgeholder for the Junior Creditors with respect to any Collateral in which a security interest may be perfected by means other than possession; (d) after the Senior Indebtedness has been Paid in Full, the Junior Noteholder shall immediately deliver to the Term Loan B Lender any Specified Collateral that is now in or in the future comes into its possession; and (vie) subject to the first sentence priority of the Junior Creditors' security interests in and liens upon the Specified Collateral shall be governed by the terms of this Paragraph 12, neither the Senior Agent nor the Senior Lenders shall be deemed an "agent" of, or for the benefit of, the Subordinated Lender.Agreement

Bailment. (a) With respect to any Collateral in which a security interest may be perfected under the UCC or other relevant law only by possession or with respect to which the rights or interests granted to the Subordinated Lender Junior Agent, on behalf of the holders of the Junior Lenders, may be precluded by or inconsistent with the rights or interests granted to the Senior Agent and Agent, on behalf of the Senior Junior Lenders (the "Specified Collateral"), the Senior Agent and the Senior Lenders will act as pledgeholder for the Subordinated Lender Junior Agent until the payment in full in cash of the Senior Debt shall have been Paid in FullIndebtedness, whereupon possession of or the other rights with respect to any such Specified Collateral remaining shall be immediately transferred to the Subordinated LenderJunior Agent for the benefit of itself and the Junior Lenders; and immediately upon such transfer of possession or the other rights the Subordinated Lender Junior Agent shall become the pledgeholder of the Specified Collateral. The Subordinated Lender Junior Agent acknowledges and agrees that: (ia) the Senior Agent and the Senior Lenders do does not make any representation or warranty whatsoever as to the nature, extent, description, validity or priority of any Specified Collateral or the security interests in or liens upon any Specified Collateral; (iib) while any Specified Collateral is held by the Senior Agent or the Senior LendersAgent, the Senior Agent and the Senior Lenders shall not have any liability to, and shall be held harmless by, the Subordinated LenderJunior Agent and the Junior Lenders, for any losses, damages, claimsclaim, or liabilities liability of any kind to the extent arising out of the holding of such Specified Collateral, other than losses, damages, claims, or liabilities arising out of the Senior Agent' or the Senior Lenders' 's gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct; (iiic) the Senior Agent and the Senior Lenders need not act as a pledgeholder for the Subordinated Junior Agent or any Junior Lender with respect to any Collateral in which a security interest may be perfected by means other than possession; (ivd) the Subordinated Lender Junior Agent shall immediately deliver to the Senior Agent (to be held by the Senior Agent in accordance with the terms of the Senior Loan Documents) any Specified Collateral that is now in or in the future comes into their its possession; and (ve) the priority of the Secured Creditors' security interests in and liens upon the Specified Collateral shall be governed by the terms of this Agreement; and (vi) subject to the first sentence of this Paragraph 12, neither the Senior Agent nor the Senior Lenders shall be deemed an "agent" of, or for the benefit of, the Subordinated Lender.

Bailment. (a) With respect All supplies, materials, machinery, equipment, tooling design files, drawings, photographic negatives and positives, artwork, copy layout, electronic data and other items, furnished by Xxxxx Marketplace, either directly or indirectly, to Seller or to any Collateral supplier of Seller in connection with or related to any Purchase Order, or for which a security interest Seller has been at least partially reimbursed by Xxxxx Marketplace (collectively, and as may be perfected modified from time to time, the “Bailed Property”) is and will at all times remain the property of Xxxxx Marketplace and be held by Seller on a bailment-at-will basis. (b) Only Xxxxx Marketplace has any right, title or interest in and to Bailed Property, except for Seller’s limited right, subject to Xxxxx Marketplace’s sole discretion, to use the Bailed Property solely in the performance of Seller’s obligations under these Terms. Seller shall bear the UCC or other relevant law only risk of loss of and damage to Xxxxx Marketplace’s Bailed Property; the Bailed Property shall at all times be properly housed and maintained by possession or with respect to which the rights or interests granted to the Subordinated Lender may Seller; shall be precluded conspicuously marked “Property of Xxxxx Marketplace” by or inconsistent Seller; shall not be commingled with the rights property of Seller or interests granted to the Senior Agent and the Senior Lenders (the "Specified Collateral"), the Senior Agent and the Senior Lenders will act as pledgeholder for the Subordinated Lender until of the Senior Debt shall have been Paid in Full, whereupon possession of or the other rights with respect to any such Specified Collateral remaining shall be immediately transferred to the Subordinated Lenderthird-party; and immediately upon such transfer of possession or the other rights the Subordinated Lender shall become the pledgeholder of the Specified Collateral. The Subordinated Lender acknowledges and agrees that: (i) the Senior Agent and the Senior Lenders do not make any representation or warranty whatsoever as to the nature, extent, description, validity or priority of any Specified Collateral or the security interests in or liens upon any Specified Collateral; (ii) while any Specified Collateral is held by the Senior Agent or the Senior Lenders, the Senior Agent and the Senior Lenders shall not have be moved from Seller’s premises without the prior written approval by Xxxxx Marketplace. Xxxxx Marketplace may, at any liability to, and shall be held harmless by, the Subordinated Lendertime, for any lossesreason and without payment of any kind, damages, claimsretake possession of any Bailed Property without the necessity of payment or notice to Seller, or liabilities a hearing or a court order, which rights, if any, are waived by Seller. Upon the expiration or termination of the Purchase Order, or upon Xxxxx Marketplace’s request, Seller must immediately cease all use of the Bailed Property and promptly release the same to Xxxxx Marketplace or deliver such Bailed Property to Xxxxx Marketplace to any kind location designated by Xxxxx Marketplace, in which event Xxxxx Marketplace shall pay to Seller the reasonable cost of delivery. Seller’s continued use of or holding of Bailed Property after demand has been made by Xxxxx Marketplace for delivery will substantially impair the value thereof, and, accordingly, Xxxxx Marketplace will be entitled to a court order of possession without any need or proving damages or a bond. To the fullest extent permitted by law, Seller shall not allow any encumbrance to be imposed on or attach to the extent arising out of the holding of such Specified Collateral, other than losses, damages, claims, Bailed Property through Seller or liabilities arising out of the Senior Agent' or the Senior Lenders' gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction; (iii) the Senior Agent and the Senior Lenders need not act as a pledgeholder for the Subordinated Lender with respect to result of Seller’s action or inaction, and Seller hereby waives any Collateral in which a security interest encumbrance that it may be perfected by means other than possession; (iv) the Subordinated Lender shall immediately deliver to the Senior Agent (to be held by the Senior Agent in accordance with the terms of the Senior Loan Documents) any Collateral that is now in have or acquire in the future comes into their possession; Bailed Property. (vc) the priority of the Secured Creditors' security interests in and liens upon the Specified Collateral shall be governed by the terms of this Agreement; and (vi) subject to the first sentence of this Paragraph 12XXXXX MARKETPLACE HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WHATSOEVER, neither the Senior Agent nor the Senior Lenders shall be deemed an "agent" ofEITHER EXPRESS OR IMPLIED, or for the benefit ofAS TO THE FITNESS, the Subordinated LenderCONDITION, MERCHANTABILITY, DESIGN OR OPERATION OF THE BAILED PROPERTY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE.

Bailment. (a) With respect to any Collateral in which a security interest may be perfected under the UCC or other relevant law only by Senior Lender’s possession or with respect to which the rights control consisting of certificates representing shares of stock of any direct or interests granted to the Subordinated Lender may be precluded by or inconsistent with the rights or interests granted to the Senior Agent and the Senior Lenders indirect subsidiary of GEH (the "“Specified Collateral"”), the Senior Agent and the Senior Lenders Lender will act as pledgeholder for each Subordinated Creditor until the Subordinated Lender until Payment in Full of the Senior Debt shall have been Paid in FullLender Indebtedness, whereupon whereupon, to the extent permitted by law, possession of of, control or the other rights with respect to any such Specified Collateral remaining shall be immediately promptly transferred to the Subordinated LenderCreditors’ Collateral Agent; and immediately upon such transfer of possession possession, control or the other rights the rights, Subordinated Lender Creditors’ Collateral Agent shall become the pledgeholder of the Specified Collateral; provided, however, that if Senior Lender is being replaced by a new senior lender, then Senior Lender may transfer the Specified Collateral directly to such replacement senior lender. The Subordinated Creditors’ Collateral Agent shall promptly deliver to the Senior Lender any Specified Collateral that is now in or in the future comes into its possession or control. Each Subordinated Creditor acknowledges and agrees that: (i) the Senior Agent and the Senior Lenders do not make any Lender makes no representation or warranty whatsoever as to the nature, extent, description, validity or priority of any Specified Collateral or the security interests in or liens Liens upon any Specified Collateral; (ii) while any Specified Collateral is held by the Senior Agent or the Senior LendersLender, the Senior Agent and the Senior Lenders Lender shall not have any liability to, and shall be held harmless by, the to any Subordinated Lender, Creditor for any losses, damages, claims, or liabilities liability of any kind to the extent arising out of the holding of such Specified Collateral, other than losses, damages, claims, or liabilities arising out of the Senior Agent' or the Senior Lenders' gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction; (iii) the Senior Agent and the Senior Lenders Lender need not act as a pledgeholder for the any Subordinated Lender Creditor with respect to any Collateral in which a security interest may be perfected by means other than possessionSpecified Collateral; (iv) the each Subordinated Lender Creditor shall immediately promptly deliver to the Senior Agent (to be held by the Senior Agent in accordance with the terms of the Senior Loan Documents) Lender any Collateral Collateral, that is now in or in the future comes into their possessionits possession or control, in which a security interest may be perfected under the UCC or other relevant law only by possession or control or with respect to which the rights or interests granted to such Subordinated Creditor may be precluded by or inconsistent with the rights or interests granted to the Senior Lender; and (v) the priority of the Secured Creditors' security interests Senior Lender’s and each Subordinated Creditor’s Liens in and liens upon the Specified Collateral shall be governed by the terms of this Agreement; and (vi) subject to the first sentence of this Paragraph 12, neither the Senior Agent nor the Senior Lenders shall be deemed an "agent" of, or for the benefit of, the Subordinated Lender.

Bailment. (a) With respect to any Collateral in which a security interest may be perfected under the UCC or other relevant law only by Senior Lender’s possession or with respect to which the rights control consisting of certificates representing shares of stock of any direct or interests granted to the Subordinated Lender may be precluded by or inconsistent with the rights or interests granted to the Senior Agent and the Senior Lenders indirect subsidiary of GEH (the "“Specified Collateral"”), the Senior Agent and the Senior Lenders Lender will act as pledgeholder for each Subordinated Creditor until the Subordinated Lender until Payment in Full of the Senior Debt shall have been Paid in FullLender Indebtedness, whereupon whereupon, to the extent permitted by law, possession of of, control or the other rights with respect to any such Specified Collateral remaining shall be immediately promptly transferred to the Subordinated LenderCreditors’ Collateral Agent; and immediately upon such transfer of possession possession, control or the other rights the rights, Subordinated Lender Creditors’ Collateral Agent shall become the pledgeholder of the Specified Collateral. The Each Subordinated Lender Creditor acknowledges and agrees that: (i) the Senior Agent and the Senior Lenders do not make any Lender makes no representation or warranty whatsoever as to the nature, extent, description, validity or priority of any Specified Collateral or the security interests in or liens Liens upon any Specified Collateral; (ii) while any Specified Collateral is held by the Senior Agent or the Senior LendersLender, the Senior Agent and the Senior Lenders Lender shall not have any liability to, and shall be held harmless by, the to any Subordinated Lender, Creditor for any losses, damages, claims, or liabilities liability of any kind to the extent arising out of the holding of such Specified Collateral, other than losses, damages, claims, or liabilities arising out of the Senior Agent' or the Senior Lenders' gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction; (iii) the Senior Agent and the Senior Lenders Lender need not act as a pledgeholder for the any Subordinated Lender Creditor with respect to any Collateral in which a security interest may be perfected by means other than possessionSpecified Collateral; (iv) the each Subordinated Lender Creditor shall immediately promptly deliver to the Senior Agent (to be held by the Senior Agent in accordance with the terms of the Senior Loan Documents) Lender any Collateral Collateral, that is now in or in the future comes into their possessionits possession or control, in which a security interest may be perfected under the UCC or other relevant law only by possession or control or with respect to which the rights or interests granted to such Subordinated Creditor may be precluded by or inconsistent with the rights or interests granted to the Senior Lender; and (v) the priority of the Secured Creditors' security interests Senior Lender’s and each Subordinated Creditor’s Liens in and liens upon the Specified Collateral shall be governed by the terms of this Agreement; and (vi) subject to the first sentence of this Paragraph 12, neither the Senior Agent nor the Senior Lenders shall be deemed an "agent" of, or for the benefit of, the Subordinated Lender.

Bailment. (a) With respect to any Collateral in which a security interest may be perfected under the UCC or other relevant law only by Senior Lender’s possession or with respect to which the rights control consisting of certificates representing shares of stock of any direct or interests granted to the Subordinated Lender may be precluded by or inconsistent with the rights or interests granted to the Senior Agent and the Senior Lenders indirect subsidiary of GEH (the "“Specified Collateral"”), the Senior Agent and the Senior Lenders Lender will act as pledgeholder for each Subordinated Creditor until the Subordinated Lender until Payment in Full of the Senior Debt shall have been Paid in FullLender Indebtedness, whereupon whereupon, to the extent permitted by law, possession of of, control or the other rights with respect to any such Specified Collateral remaining shall be immediately promptly transferred to the Subordinated LenderAmatis; and immediately upon such transfer of possession possession, control or the other rights the Subordinated Lender rights, Amatis shall become the pledgeholder of the Specified Collateral. The Each Subordinated Lender Creditor acknowledges and agrees that: (i) the Senior Agent and the Senior Lenders do not make any Lender makes no representation or warranty whatsoever as to the nature, extent, description, validity or priority of any Specified Collateral or the security interests in or liens Liens upon any Specified Collateral; (ii) while any Specified Collateral is held by the Senior Agent or the Senior LendersLender, the Senior Agent and the Senior Lenders Lender shall not have any liability to, and shall be held harmless by, the to any Subordinated Lender, Credit for any losses, damages, claims, or liabilities liability of any kind to the extent arising out of the holding of such Specified Collateral, other than losses, damages, claims, or liabilities arising out of the Senior Agent' or the Senior Lenders' gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction; (iii) the Senior Agent and the Senior Lenders Lender need not act as a pledgeholder for the any Subordinated Lender Creditor with respect to any Collateral in which a security interest may be perfected by means other than possessionSpecified Collateral; (iv) the each Subordinated Lender Creditor shall immediately promptly deliver to the Senior Agent (to be held by the Senior Agent in accordance with the terms of the Senior Loan Documents) Lender any Collateral Collateral, that is now in or in the future comes into their possessionits possession or control, in which a security interest may be perfected under the UCC or other relevant law only by possession or control or with respect to which the rights or interests granted to such Subordinated Creditor may be precluded by or inconsistent with the rights or interests granted to the Senior Lender; and (v) the priority of the Secured Senior Lender’s and each Subordinated Creditors' security interests ’ Liens in and liens upon the Specified Collateral shall be governed by the terms of this Agreement; and (vi) subject to the first sentence of this Paragraph 12, neither the Senior Agent nor the Senior Lenders shall be deemed an "agent" of, or for the benefit of, the Subordinated Lender.