Common use of Collateral In Possession Clause in Contracts

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. (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 and the Existing Notes 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. (a) Each of In the Revolving event that the First Lien 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 (i) takes possession of or has “control” (as defined such term is used in the UCCUniform Commercial Code as in effect in each applicable jurisdiction) over any Collateral for purposes of perfecting its Lien thereintherein or (ii) is named as the sole lien holder on any certificate of title for any vehicle owned by any Obligor, such possession or control is also for the benefit of, and the Revolving First Lien Agent and the Term Loan Agent, or such third party on its behalf, as applicable, will shall be deemed to be holding such Collateral or named 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 applicablesuch lien holder, as agent and bailee for perfectionthe Secured Creditors, including the Second Lien Creditors, solely for purposes of perfection of its Lien under the Uniform Commercial Code or comparable applicable law; provided that, absent gross negligence or willful misconduct on the part of the First Lien Agent, the First Lien Agent shall not have any duty or liability of any kind whatsoever in connection with such possession or control or being named as such lienholder, including, without limitation, to protect or preserve any rights pertaining to any of the Collateral for the Second Lien Creditors and each Second Lien Creditor hereby acknowledges that in its capacity as such agent, in its capacity as a secured party under the security interest granted below in this paragraph (a), and in its capacity as lienholder for the Second Lien Lenders on any such certificate of title, the First Lien Agent is entitled to indemnification by the Second Lien Lenders under the terms of the GE Credit Agreement as in effect on the date hereof to the same extent as the “Agent” (as such term is defined therein as of the date hereof) and each Second Lien Creditor hereby waives and releases the First Lien Agent from all claims and liabilities arising pursuant to its role as such representative, except for claims and liabilities arising from gross negligence or willful misconduct as finally determined pursuant to a final order of a court of competent jurisdiction. In order to secure the prompt payment and performance of the Second Lien Loan Obligations, each Obligor hereby grants to the First Lien Agent, as agent for the Second Lien Agent, a security interest in all right, title and interest of such Obligor in, to and under all vehicles for which a certificate or title has been or at any time may be issued, now owned or hereafter acquired by such Obligor. The Second Lien Agent irrevocably agrees to perform all duties and discharge all obligations of the First Lien Agent in the First Lien Agent’s capacity as such secured party (other than furnishing such titles and signing any documents pertaining to any such certificates of title that can be signed only by the First Lien Agent) and each Obligor acknowledges that all such duties and obligations shall be performed by the Second Lien Agent and to the extent required permitted by applicable law that such Obligor will not seek performance of any such duties and obligations from the First Lien Agent. All costs and expenses incurred by the First Lien Agent in its capacity as such secured party shall be paid on demand by the Obligors, jointly and severally, and failing such payment by the Second Lien Lenders (and upon request in connection with any such costs and expenses, Second Lien Agent shall provide to perfect their the First Lien Agent names and contact information for all Second Lien Lenders). Such grant creates a security interests interest wholly separate from the security interest in such Collateral. Nothing titled vehicles granted to the First Lien Agent in the preceding sentence shall be construed to impose any duty on First Lien Loan Documents as security for the Revolving Agent or First Lien Loan Obligations. Upon the Term First Lien 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 at the case may becost and expense of the Obligors, all certificates of title naming First Lien Agent shall be re-submitted in order to remove the First Lien Agent and (if any Second Lien Loan Obligations are then outstanding) to name solely the Second Lien Agent thereon (it being understood that the First Lien Agent shall continue to hold the security interest granted pursuant to this Section 4.4(a) until such titles are so amended). Subject to Section 3.1, promptly following the First Lien Loan Termination Date, the Term Loan First Lien Agent or the Revolving Agent, as the case may be, shall, upon the request of the Revolving Agent or the Term Loan Second Lien Agent, as the case may be, deliver, or cause any third party holding such Collateral on its behalf to deliver, (i) deliver the remainder of the Collateral, if any, in its possession to the designee of the requesting Secured Creditor (except Second Lien Agent or as may otherwise be required by under applicable law or as a court order)of competent jurisdiction may direct, in any case without representation or warranty of any kind and without recourse and (ii) shall deliver any notices contemplated by any deposit account control agreement, delivery of which transfers exclusive control rights to the Second Lien Agent. Promptly following The First Lien Agent makes no representation or warranty that any Lien securing the later Second Lien Loan Obligations intended to be perfected by the provisions of this Section 4.4(a) will be perfected. Nothing contained in this Section 4.4(a) shall limit or restrict in any way the rights of the Term First Lien Agent to deal with any Collateral referred to in this Section 4.4(a) as permitted by the First Lien Loan Termination Date Documents and the Revolving Credit Termination Date, the Term Loan Agent or the Revolving Agent, as the case may be, shall, upon the request without regard to any rights of the Existing Notes Agent, deliver, or cause any third party holding Second Lien Creditors in 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)provided in the immediately preceding sentence.

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 interest 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).