Collateral In Possession. (a) Each of the Revolving Agent and the Term Loan Agent and the Existing Notes Agent hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or has “control” (as defined in the UCC) over Collateral for purposes of perfecting its Lien therein, such possession or control is also for the benefit of, and the Revolving Agent and the Term Loan Agent, or such third party on its behalf, as applicable, will be deemed to be holding such Collateral as agent for, the Term Loan Agent and the other Term Loan Creditors or the Revolving Agent and the other Revolving Creditors and the Existing Notes Agent and the other Existing Notes Creditors, as applicable, as agent and bailee for perfection, solely to the extent required to perfect their security interests in such Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Revolving Agent or the Term Loan Agent or Existing Notes Agent (or any third party acting on either such Person’s behalf) with respect to such Collateral or provide the Term Loan Agent, any other Term Loan Creditor, the Revolving Agent or any other Revolving Creditor, or the Existing Notes Agent or any other Existing Notes Creditor, as applicable, with any rights with respect to such Collateral beyond those specified in this Agreement, the Revolving Credit Documents and the Term Loan Credit Documents and the Existing Notes Documents, as applicable. Promptly following the Term Loan Termination Date or Revolving Credit Termination Date, as the case may be, the Term Loan Agent or the Revolving Agent, as the case may be, shall, upon the request of the Revolving Agent or the Term Loan Agent, as the case may be, deliver, or cause any third party holding such Collateral on its behalf to deliver, the remainder of the Collateral, if any, in its possession to the designee of the requesting Secured Creditor (except as may otherwise be required by applicable law or court order). Promptly following the later of the Term Loan Termination Date and the Revolving Credit Termination Date, the Term Loan Agent or the Revolving Agent, as the case may be, shall, upon the request of the Existing Notes Agent, deliver, or cause any third party holding such Collateral on its behalf to deliver, the remainder of the Collateral, if any, in its possession to the designee of the Existing Notes Creditor (except as may otherwise be required by applicable law or court order).
Collateral In Possession. Prior to the Satisfaction in Full of the Senior Notes, notwithstanding any other provision of this Agreement, the requirement for the Grantor to deliver physical Pledged Collateral to the Secured Party shall be deemed to be satisfied upon delivery of such physical Pledged Collateral to the applicable holders of the Senior Notes.
Collateral In Possession. (a) If the First Lien Agent has any Pledged Collateral in its possession or control, then, subject to Section 2.1 and this Section 3.3, the First Lien Agent will possess or control such Pledged Collateral as bailee or agent for perfection for the benefit of the Second Lien Agent as secured party, so as to satisfy the requirements of sections 8-106(d)(3), 8-301(a)(2), 9-313(c) and 9-314(a) of the UCC and section 22.1 of the PPSA. The First Lien Agent will have no obligation to any First Lien Creditor or Second Lien Creditor to ensure that any Pledged Collateral is genuine or owned by any of the Obligors or to preserve rights or benefits of any Person except as expressly set forth in this Section 3.3. In this Section 3.3, “
Collateral In Possession. (a) In the event that either of the First Lien Agents take possession of or have "control" (as such term is used in the UCC as in effect in each applicable jurisdiction) over any Collateral for purposes of perfecting its Lien therein, the First Lien Agents shall be deemed to be holding such Collateral as representative for the Secured Creditors, including the Second Lien Creditors, solely for purposes of perfection of its Lien under the UCC; provided that the First Lien Agents shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral for the Second Lien Creditors. Promptly following the First Lien Termination Date, the First Lien Agents shall deliver the remainder of the Collateral, if any, in its possession to the designee of the Second Lien Agent (except as may otherwise be required by applicable law or court order).
Collateral In Possession. (a) In the event that either Secured Creditor takes possession of or has “control” (as such term is used in the UCC as in effect in each applicable jurisdiction) over any Revolving Credit Priority Collateral for purposes of perfecting its Lien therein, such Secured Creditor shall be deemed to be holding such Revolving Credit Priority Collateral as representative for all Secured Creditors, solely for purposes of perfection of its Lien under the UCC; provided that such possessing or controlling Secured Creditor shall not have any duty or liability to protect or preserve any rights pertaining to any of the Revolving Credit Priority Collateral for the other Secured Creditor. Promptly following the Term Loan Termination Date or Revolving Credit Termination Date, as the case may be, BFI or the Revolving Lender, as the case may be, shall, upon the request of the Revolving Lender or BFI, as the case may be, deliver the remainder of the Revolving Credit Priority Collateral, if any, in its possession to the designee of the requesting Secured Creditor (except as may otherwise be required by applicable law or court order).
Collateral In Possession. If any Secured Creditor has any Collateral in its possession or control, then such Secured Creditor will possess or control such Collateral as bailee or agent for perfection for the benefit of all other Secured Creditors, so as to satisfy the requirements of sections 8-106(d)(3), 8-301(a)(2), and 9-313(c) of the UCC. Any such Secured Creditor will have no obligation to the other Secured Creditors to ensure that any Collateral is genuine or owned by the Debtor. In this Section 2(e), “control” has the meaning given that term in sections 8-106 and 9-314 of the UCC. The duties or responsibilities of any such Secured Creditor under this Section 2(e) will be limited solely to possessing or controlling the applicable Collateral as bailee or agent for purposes of lien perfection in accordance with this Section 2(e) and, in the event that such Secured Creditor is a Senior Creditor, upon Satisfaction in Full of the Senior Creditor Indebtedness delivering such Collateral in its possession or control, together with any necessary endorsements, to the Subordinated Creditor.
Collateral In Possession. (a) In the event that the First Lien Agent or any other First Lien Creditor takes possession of or has “control” (as such term is used in the UCC as in effect in each applicable jurisdiction) over any Collateral for purposes of perfecting its Lien therein, the First Lien Agent and each such other First Lien Creditor shall hold such Collateral as representative for and on behalf of the Secured Creditors, including the Second Lien Creditors, solely for purposes of perfection of its Lien under the UCC; provided that neither the First Lien Agent nor any other First Lien Creditor shall have any duty or liability to protect or preserve any rights pertaining to any of the Collateral for the Second Lien Creditors. Promptly following the First Lien Termination Date, the First Lien Agent and other First Lien Creditors (other than a First Lien Creditor solely in its capacity as a depository bank or similar capacity with respect to bank and similar accounts) shall deliver the remainder of the Collateral (or any proceeds thereof), if any, in its possession to the designee of the Second Lien Agent together with any necessary endorsements (except as may otherwise be required by applicable law or court order).
Collateral In Possession. (a) In the event that the First Lien Holder takes possession of or has “control” (as such term is used in the UCC as in effect in each applicable jurisdiction) over any Collateral for purposes of perfecting its Lien therein, the First Lien Holder shall be deemed to be holding such Collateral as representative for the Secured Creditors, including the Second Lien Holder, solely for purposes of perfection of its Lien under the UCC; provided that the First Lien Holder shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral for the Second Lien Holder; and further provided, however, that to the extent the Collateral that the First Lien Holder takes possession of or has “control” over, as contemplated by this Section 4.4(a), comprises Second Lien Collateral, the First Lien Holder shall promptly deliver possession or “control” of such Second Lien Collateral to the Second Lien Holder.
Collateral In Possession. A. In the event that the Senior Agent takes possession of or has “control” (as such term is used in the UCC as in effect in each applicable jurisdiction) over any Collateral for purposes of perfecting its Lien therein, the Senior Agent shall be deemed to be holding such Collateral as representative for the Secured Creditors, including the Second Lien Creditors, solely for purposes of perfection of its Lien under the UCC; provided that the Senior Agent shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral for the Second Lien Creditors. Promptly following the Payment in Full of the Senior Indebtedness, the Senior Agent shall, upon the request of the Second Lien Creditors, deliver the remainder of the Collateral, if any, in its possession to the designee of the Second Lien Creditors (except as may otherwise be required by applicable law or court order).
Collateral In Possession. (a) In the event that any Secured Creditor takes possession of or has “control” (as such term is used in the UCC as in effect in each applicable jurisdiction) over any Collateral for purposes of perfecting its Lien therein, such Secured Creditor shall be deemed to be holding such Collateral as non-fiduciary representative for all Secured Creditors, solely for purposes of perfection of each Secured Creditor’s Lien in such Collateral under the UCC; provided that such possessing or controlling Secured Creditor shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral for the other Secured Creditors. Promptly following the Floor Plan Termination Date or the Formula Revolver Priority Termination Date, as the case may be, the Floor Plan Agent or the Formula Revolver Agent, as applicable, shall, upon the request of the Formula Revolver Agent or Floor Plan Agent, as the case may be, deliver the remainder of all Collateral, if any, in its possession to the designee of the requesting Secured Creditor (except as may otherwise be required by applicable law or court order).
