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). (b) It is understood and agreed that this Section 3.5 is intended solely to assure continuous perfection of the Liens granted under the applicable Obligation Documents, and nothing in this Section 3.5 shall be deemed or construed as altering the priorities or obligations set forth elsewhere in this Agreement. The duties of each party under this Section 3.5 shall be mechanical and administrative in nature, and no party shall have, or be deemed to have, by reason of this Agreement or otherwise a fiduciary relationship in respect of the other party.

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). (b) It is understood and agreed that this Section 3.5 is intended solely to assure continuous perfection of the Liens granted under the applicable Obligation Documents, and nothing in this Section 3.5 shall be deemed or construed as altering the priorities or obligations set forth elsewhere in this Agreement. The duties of each party under this Section 3.5 shall be mechanical and administrative in nature, and no party shall have, or be deemed to have, by reason of this Agreement or otherwise a fiduciary relationship in respect of the other party.

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 any other First Lien Creditor takes possession of or has “control” (as defined such term is used in the UCCUCC as in effect in each applicable jurisdiction) over any Collateral for purposes of perfecting its Lien therein, such possession or control is also for the benefit of, and the Revolving First Lien Agent and the Term Loan Agent, or each such third party on its behalf, as applicable, will be deemed to be holding other First Lien Creditor shall hold such Collateral as agent for, representative for and on behalf of 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 Secured Creditors, as applicable, as agent and bailee for perfectionincluding the Second Lien Creditors, solely to for purposes of perfection of its Lien under the extent required to perfect their security interests in such Collateral. Nothing in UCC; provided that neither the preceding sentence First Lien Agent nor any other First Lien Creditor shall be construed to impose have any duty on the Revolving Agent or the Term Loan Agent liability to protect 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 preserve any rights with respect pertaining to such any of the Collateral beyond those specified in this Agreement, for the Revolving Credit Documents and the Term Loan Credit Documents and the Existing Notes Documents, as applicableSecond Lien Creditors. Promptly following the Term Loan Termination Date or Revolving Credit First Lien Termination Date, the First Lien Agent and other First Lien Creditors (other than a First Lien Creditor solely in its capacity as the case may be, the Term Loan Agent a depository bank 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 similar capacity with respect to deliver, bank and similar accounts) shall deliver the remainder of the CollateralCollateral (or any proceeds thereof), 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 Second Lien Agent or the Revolving Agent, as the case may be, shall, upon the request of the Existing Notes Agent, deliver, or cause together with 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 necessary endorsements (except as may otherwise be required by applicable law or court order). (b) In the event that any Second 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, such Second Lien Creditor shall hold such Collateral as representative for and on behalf of the Secured Creditors, including the First Lien Creditors, solely for purposes of perfection of its Lien under the UCC; provided that such Second Lien Creditor shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral for the First Lien Creditors. (c) It is understood and agreed that this Section 3.5 3.4 is intended solely to assure continuous perfection of the Liens granted under the applicable Obligation Documents, and nothing in this Section 3.5 3.4 shall be deemed or construed as altering the priorities or obligations set forth elsewhere in this Agreement. The duties of each party under this Section 3.5 3.4 shall be mechanical and administrative in nature, and no party shall have, or be deemed to have, by reason of this Agreement or otherwise a fiduciary relationship in respect of the other party.

Collateral In Possession. (a) Each of In the Revolving Agent and event that 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 First Lien Holder takes possession of or has “control” (as defined such term is used in the UCCUCC as in effect in each applicable jurisdiction) over any 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 First Lien Holder shall be deemed to be holding such Collateral as agent for, representative 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 Secured Creditors, as applicable, as agent and bailee for perfectionincluding 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 required to perfect their security interests in such 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. 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 First Lien Holder shall promptly deliver possession or any other Revolving Creditor, or the Existing Notes Agent or any other Existing Notes Creditor, as applicable, with any rights with respect to “control” of such Second Lien 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)Second Lien Holder. (b) Without limitation of any other provision of this Agreement, in the event that the Second 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 Second Lien Holder shall be deemed to be holding such Collateral as representative for the Secured Creditors, including the First Lien Holder, solely for purposes of perfection of its Lien under the UCC; provided that the Second Lien Holder shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral for the First Lien Holder. (c) It is understood and agreed that this Section 3.5 4.4 is intended solely to assure continuous perfection of the Liens granted under the applicable Obligation Documents, and nothing in this Section 3.5 4.4 shall be deemed or construed as altering the priorities or obligations set forth elsewhere in this Agreement. The duties of each party under this Section 3.5 4.4 shall be mechanical and administrative in nature, and no party shall have, or be deemed to have, by reason of this Agreement or otherwise a fiduciary relationship in respect of the other party. Without limitation of the foregoing, the First Lien Holder and the Second Lien Holder each hereby waives and releases the other from all claims and liabilities arising out of such Secured Creditor’s role under this Section 4.4 as bailee and/or agent with respect to the Collateral. Moreover, no Secured Creditor will have by reason of this Agreement or any other document or law a fiduciary relationship with the other Second Creditor, it being acknowledged that, subject at all times to complying with this Agreement, the interests of the Secured Creditors may differ, and each Secured Creditor may act on its own interest without taking into account the interests of the other Secured Creditor.

Collateral In Possession. (a) Each of In the Revolving Agent and the Term Loan Agent and the Existing Notes Agent hereby acknowledges that, to the extent event that it holds, or a third party holds on its behalf, physical any Secured Creditor takes possession of or has “control” control (as defined such term is used in the UCCUCC as in effect in each applicable jurisdiction) over any Collateral for purposes of perfecting the Lien for its Lien thereinbenefit hereunder, 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 Secured Creditor shall be deemed to be holding such Collateral as agent for, the Term Loan Agent and gratuitous bailee for the other Term Loan Creditors Secured Creditors, solely for purposes of perfection of their Lien under the UCC; provided that such Secured Creditor shall not have any obligation to ensure that any such Collateral is genuine or owned by any Obligor or any duty or liability to protect or preserve any rights pertaining to any of the Revolving Agent and Collateral for the other Revolving Creditors and the Existing Notes Agent and the other Existing Notes Secured 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 At the request of the Revolving Agent or the Term Loan Collateral Agent, as the case may be, deliver, Secured Creditor having such possession or cause any third party holding control shall promptly deliver possession or control of 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 Collateral 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). (b) It is understood and agreed that this Section 3.5 3.4 is intended solely to assure continuous perfection of the Liens granted under the applicable Obligation Documents, and nothing in this Section 3.5 3.4 shall be deemed or construed as altering the priorities or obligations set forth elsewhere in this Agreement. The duties of each party under this Section 3.5 3.4 shall be mechanical and administrative in nature, and no party shall have, or be deemed to have, by reason of this Agreement or otherwise a fiduciary relationship in respect of the other party. No Representative or other Secured Creditor shall have any liability to any other Secured Creditor in connection with acting as gratuitous bailee with respect to any Collateral except for actual damages directly caused by its gross negligence or willful misconduct as determined in a final non-appealable order of a court of competent jurisdiction. (c) Contemporaneously with the execution of this Agreement, each of the Representatives agrees to cooperate in a commercially reasonable manner to enter into, and instruct the Collateral Agent to enter into, an account control agreement with respect to the Collateral Account and the Trustee Fees Account and each other deposit or securities account into which any Runoff Proceeds or other Collateral may be credited or deposited, which grants the Collateral Agent control over such account for purposes of perfecting its security interest.

Collateral In Possession. (a) Each of A. In the Revolving event that the Senior 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 takes possession of or has “control” (as defined such term is used in the UCCUCC as in effect in each applicable jurisdiction) over any Collateral for purposes of perfecting its Lien therein, such possession or control is also for the benefit of, and the Revolving Senior Agent and the Term Loan Agent, or such third party on its behalf, as applicable, will shall be deemed to be holding such Collateral as agent for, representative 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 Secured Creditors, as applicable, as agent and bailee for perfectionincluding the Second Lien Creditors, solely to for purposes of perfection of its Lien under the extent required to perfect their security interests in such Collateral. Nothing in UCC; provided that the preceding sentence Senior Agent shall be construed to impose not have any duty on the Revolving Agent or the Term Loan Agent liability to protect 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 preserve any rights with respect pertaining to such any of the Collateral beyond those specified in this Agreement, for the Revolving Credit Documents and the Term Loan Credit Documents and the Existing Notes Documents, as applicableSecond Lien Creditors. Promptly following the Term Loan Termination Date or Revolving Credit Termination Date, as Payment in Full of the case may beSenior Indebtedness, the Term Loan Senior Agent or the Revolving Agent, as the case may be, shall, upon the request of the Revolving Agent or the Term Loan AgentSecond Lien Creditors, as the case may be, deliver, or cause any third party holding such Collateral on its behalf to deliver, 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 Second Lien Creditors (except as may otherwise be required by applicable law or court order). B. In the event that any Second Lien Creditor takes possession of or has “control” (bas 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 Second Lien Creditor shall be deemed to be holding such Collateral as representative for the Secured Creditors, including the Senior Agent and the Lenders, solely for purposes of perfection of its Lien under the UCC; provided that such Second Lien Creditor shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral for the Senior Agent or the Lenders. C. It is understood and agreed that this Section 3.5 2.10 is intended solely to assure continuous perfection of the Liens granted under the applicable Obligation Documents, and nothing in this Section 3.5 2.10 shall be deemed or construed as altering the priorities or obligations set forth elsewhere in this Agreement. The duties of each party under this Section 3.5 2.10 shall be mechanical and administrative in nature, and no party shall have, or be deemed to have, by reason of this Agreement or otherwise a fiduciary relationship in respect of the other party.

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 takes possession of or has “control” (as defined such term is used in the UCCUCC as in effect in each applicable jurisdiction) over any Collateral for purposes of perfecting its Lien therein, 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 as agent for, representative 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 Secured Creditors, as applicable, as agent and bailee for perfectionincluding the Second Lien Creditors, solely to for purposes of perfection of its Lien under the extent required to perfect their security interests in such Collateral. Nothing in UCC; provided that the preceding sentence First Lien Agent shall be construed to impose not have any duty on the Revolving Agent or the Term Loan Agent liability to protect 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 preserve any rights with respect pertaining to such any of the Collateral beyond those specified in this Agreement, for the Revolving Credit Documents and the Term Loan Credit Documents and the Existing Notes Documents, as applicableSecond Lien Creditors. Promptly following the Term Loan Termination Date or Revolving Credit First Lien Termination Date, as the case may be, 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, 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 Second Lien 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). (b) In the event that any Second 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, such Second Lien Creditor shall be deemed to be holding such Collateral as representative for the Secured Creditors, including the First Lien Creditors, solely for purposes of perfection of its Lien under the UCC; provided that such Second Lien Creditor shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral for the First Lien Creditors. (c) It is understood and agreed that this Section 3.5 3.4 is intended solely to assure continuous perfection of the Liens granted under the applicable Obligation Documents, and nothing in this Section 3.5 3.4 shall be deemed or construed as altering the priorities or obligations set forth elsewhere in this Agreement. The duties of each party under this Section 3.5 3.4 shall be mechanical and administrative in nature, and no party shall have, or be deemed to have, by reason of this Agreement or otherwise a fiduciary relationship in respect of the other party.

Collateral In Possession. (a) Each In the event that either 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 First Lien Agents take possession of or has “have "control” " (as defined such term is used in the UCCUCC as in effect in each applicable jurisdiction) over any 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 First Lien Agents shall be deemed to be holding such Collateral as agent for, representative 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 Secured Creditors, as applicable, as agent and bailee for perfectionincluding the Second Lien Creditors, solely to for purposes of perfection of its Lien under the extent required to perfect their security interests in such Collateral. Nothing in UCC; provided that the preceding sentence First Lien Agents shall be construed to impose not have any duty on the Revolving Agent or the Term Loan Agent liability to protect 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 preserve any rights with respect pertaining to such any of the Collateral beyond those specified in this Agreement, for the Revolving Credit Documents and the Term Loan Credit Documents and the Existing Notes Documents, as applicableSecond Lien Creditors. Promptly following the Term Loan Termination Date or Revolving Credit First Lien 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, First Lien Agents shall 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 Second Lien 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). (b) In the event that any Second 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, such Second Lien Creditor shall be deemed to be holding such Collateral as representative for the Secured Creditors, including the First Lien Creditors, solely for purposes of perfection of its Lien under the UCC; provided that such Second Lien Creditor shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral for the First Lien Creditors. (c) It is understood and agreed that this Section 3.5 3.4 is intended solely to assure continuous perfection of the Liens granted under the applicable Obligation Documents, and nothing in this Section 3.5 3.4 shall be deemed or construed as altering the priorities or obligations set forth elsewhere in this Agreement. The duties of each party under this Section 3.5 3.4 shall be mechanical and administrative in nature, and no party shall have, or be deemed to have, by reason of this Agreement or otherwise a fiduciary relationship in respect of the other party.

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). (b) It is understood and agreed that this Section 3.5 is intended solely to assure continuous perfection of the Liens granted under the applicable Obligation Documents, and nothing in this Section 3.5 shall be deemed or construed as altering the priorities or obligations set forth elsewhere in this Agreement. The duties of each party under this Section 3.5 shall be mechanical and administrative in nature, and no party shall have, or be deemed to have, by reason of this Agreement or otherwise a fiduciary relationship in respect of the other party.

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 takes possession of or has “control” (as defined such term is used in the UCCUCC as in effect in each applicable jurisdiction) over any Collateral for purposes of perfecting its Lien therein, 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 as agent forrepresentative for the Secured Creditors, including the Term Loan Agent and the other Term Loan Creditors or the Revolving Agent and the other Revolving Second Lien Creditors and the Existing Notes Agent and the other Existing Notes Third Lien Creditors, as applicable, as agent and bailee solely for perfection, solely to purposes of perfection of its Lien under the extent required to perfect their security interests in such Collateral. Nothing in UCC; provided that the preceding sentence First Lien Agent shall be construed to impose not have any duty on the Revolving Agent or the Term Loan Agent liability to protect 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 preserve any rights with respect pertaining to such any of the Collateral beyond those specified in this Agreement, for the Revolving Credit Documents Second Lien Creditors and the Term Loan Credit Documents and the Existing Notes Documents, as applicableThird Lien Creditors. Promptly following the Term Loan Termination Date or Revolving Credit First Lien Termination Date, the First Lien Agent shall, as requested by the case may be, the Term Loan Agent or the Revolving Second Lien 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, 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 Second Lien 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). (b) In the event that any Second 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, such Second Lien Creditor shall be deemed to be holding such Collateral as representative for the Secured Creditors, including the First Lien Creditors and Third Lien Creditors, solely for purposes of perfection of its Lien under the UCC; provided that such Second Lien Creditor shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral for the First Lien Creditors and Third Lien Creditor. Promptly following the Second Lien Termination Date, the Second Lien Agent shall, as requested by the Third Lien Agent, deliver the remainder of the Collateral, if any, in its possession to the designee of the Third Lien Agent (except as may otherwise be required by applicable law or court order). (c) In the event that any Third 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, such Third Lien Creditor shall be deemed to be holding such Collateral as representative for the Secured Creditors, including the First Lien Creditors and Second Lien Creditors, solely for purposes of perfection of its Lien under the UCC; provided that such Third Lien Creditor shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral for the First Lien Creditors and Second Lien Creditor. (d) It is understood and agreed that this Section 3.5 3.4 is intended solely to assure continuous perfection of the Liens granted under the applicable Obligation Documents, and nothing in this Section 3.5 3.4 shall be deemed or construed as altering the priorities or obligations set forth elsewhere in this Agreement. The duties of each party under this Section 3.5 3.4 shall be mechanical and administrative in nature, and no party shall have, or be deemed to have, by reason of this Agreement or otherwise a fiduciary relationship in respect of the other party. (e) To the extent that any deposit account of the Borrowers or other Obligors is under the control of the First Lien Agent at any time, the First Lien Agent agrees to act, and will act, as gratuitous bailee for the Second Lien Agent and the Third Lien Agent for the purpose of perfecting the Liens of the Secured Creditors in such deposit accounts and the cash and other assets therein. Unless the Liens of the Second Lien Creditors and the Third Lien Creditors on such deposit accounts shall have been or shall be concurrently released, after the occurrence of the First Lien Termination Date, the First Lien Agent shall at the reasonable request of the Second Lien Agent or Third Lien Agent, cooperate with the Borrowers and such other Obligors and the Second Lien Agent and Third Lien Agent (at the expense of Finlay) in permitting control of any such deposit accounts to be transferred to the Second Lien Agent and Third Lien Agent (or for other arrangements with respect to such deposit accounts satisfactory to the Second Lien Agent and Third Lien Agent to be made).

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. (b) In the event that any Second Lien Creditor takes possession of or has “control” (as such term is used in the Uniform Commercial Code as in effect in each applicable jurisdiction) over any Collateral for purposes of perfecting its Lien therein, such Second Lien Creditor shall be deemed to be holding such Collateral as agent for the Secured Creditors, including the First Lien Creditors, solely for purposes of perfection of its Lien under the Uniform Commercial Code or comparable applicable law; provided that such Second Lien Creditor shall not have any duty or liability whatsoever to protect or preserve any rights pertaining to any of the Collateral for the First Lien Creditors, and each First Lien Creditors hereby waives and releases the Second Lien Creditors from all claims and liabilities arising pursuant to its role as such agent, 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. The Second Lien Agent makes no representation or warranty that any Lien securing the First Lien Loan Obligations intended to be perfected by the provisions of this Section 4.4(b) will be perfected. Nothing contained in this Section 4.4(b) shall limit or restrict in any way the rights of the Second Lien Agent to deal with any Collateral referred to in this Section 4.4(b) as permitted by the Second Lien Loan Documents and the other provisions of this Agreement. (c) It is understood and agreed that this Section 3.5 4.4 is intended solely to assure continuous perfection of the Liens granted under the applicable Obligation Documents, and nothing in this Section 3.5 4.4 shall be deemed or construed as altering the priorities or obligations set forth elsewhere in this Agreement. The duties of each party under this Section 3.5 shall be mechanical and administrative in nature, and no party shall have, or be deemed to have, by reason of this Agreement or otherwise a fiduciary relationship in respect of the other party.

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). (b) It is understood and agreed that this Section 3.5 is intended solely to assure continuous perfection of the Liens granted under the applicable Obligation Documents, and nothing in this Section 3.5 shall be deemed or construed as altering the priorities or obligations set forth elsewhere in this Agreement. The duties of each party under this Section 3.5 shall be mechanical and administrative in nature, and no party shall have, or be deemed to have, by reason of this Agreement or otherwise a fiduciary relationship in respect of the other party.

Collateral In Possession. (a) Each of In the Revolving Agent and the Term Loan Agent and the Existing Notes Agent hereby acknowledges that, to the extent event that it holds, or a third party holds on its behalf, physical either Secured Party takes possession of or has “control” (as defined such term is used in the UCCCode as in effect in each applicable jurisdiction) over any Collateral for purposes of perfecting its Lien thereinlien thereon, 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 Secured Party shall be deemed to be holding such Collateral as gratuitous bailee or gratuitous agent for, the Term Loan Agent and for the other Term Loan Creditors or the Revolving Agent and Secured Party, solely for purposes of perfection of the other Revolving Creditors and the Existing Notes Agent and Secured Party’s security interest or lien; provided, however, that that (i) any Secured Party knowingly in possession of any tangible possessory Collateral that is not its Priority Collateral shall promptly, without recourse or warranty, transfer possession thereof to the other Existing Notes CreditorsSecured Party, as applicable, as agent and bailee for perfection, solely to the extent required to perfect their security interests in such Collateral. Nothing in (ii) without limiting the preceding sentence clause (i), neither Secured Party shall have any duty or liability to protect or preserve any rights pertaining to any of the Collateral for the other Secured Party, each Secured Party shall be construed entitled to impose any duty act on the Revolving Agent or Collateral in accordance with 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 terms of this Agreement, and each Secured Party hereby waives and releases the Revolving Credit Documents other Secured Party from all claims and liabilities arising under its role as such gratuitous bailee or gratuitous agent, except for claims and liabilities arising from gross negligence or willful misconduct as finally determined under a final and non-appealable order of a court of competent jurisdiction. (b) After the Term payment in full of the Lender Debt and termination of all commitments under the Lender 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, Lender shall, upon the request of the Revolving Agent or the Term Loan Agent, as the case may beTriplePoint, deliver, or cause any third party holding such Collateral on its behalf to delivertransfer control of, as applicable, without recourse or warranty, the remainder of the such Collateral, if any, in its possession or under its control 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 TriplePoint (except as may otherwise be required by applicable law or court order). (bc) After the payment in full of the TriplePoint Debt and termination of all commitments under the TriplePoint Loan Documents, TriplePoint shall, upon the request of Lender, deliver, or transfer control of, as applicable, without recourse or warranty, the remainder of such Collateral, if any, in its possession or under its control to the designee of Lender (except as may otherwise be required by applicable law or court order). (d) It is understood and agreed that this Section 3.5 is intended solely to assure continuous perfection of Secured Parties’ security interests in and liens on the Liens granted under the applicable Obligation DocumentsCollateral, and nothing in this Section 3.5 shall be deemed or construed as altering the priorities or obligations set forth elsewhere in this Agreement. The duties of each party under this Section 3.5 shall be mechanical and administrative in nature, and no party shall have, or be deemed to have, by reason of this Agreement or otherwise a fiduciary relationship in respect of the other party.

Collateral In Possession. (ai) Each of In the Revolving Agent and event that 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 Senior Lender takes possession of or has “control” (as defined such term is used in the UCCUCC as in effect in each applicable jurisdiction) over any Collateral for purposes of perfecting its Lien Encumbrance 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 Senior Lender shall be deemed to be holding such Collateral as agent for, representative 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 perfectionincluding the Subordinated Creditor, solely to for purposes of perfection of its Encumbrance under the extent required to perfect their security interests in such Collateral. Nothing in UCC; provided that the preceding sentence Senior Lender shall be construed to impose not have any duty on the Revolving Agent or the Term Loan Agent liability to protect 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 preserve any rights with respect pertaining to such any of the Collateral beyond those specified in this Agreement, for the Revolving Credit Documents and the Term Loan Credit Documents and the Existing Notes Documents, as applicableSubordinated Creditor. Promptly following the Term Loan Termination Date or Revolving Credit Termination Date, as date on which the case may beSenior Indebtedness is Paid in Full, the Term Loan Agent or the Revolving Agent, as the case may be, Senior Lender shall, upon the request of the Revolving Agent or the Term Loan AgentSubordinated Creditor, as the case may be, deliver, or cause any third party holding such Collateral on its behalf to deliver, 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 Subordinated Creditor (except as may otherwise be required by applicable law or court order). (bii) In the event that the Subordinated 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 Encumbrance therein, Subordinated Creditor shall be deemed to be holding such Collateral as representative for the Creditors, including the Senior Lender, solely for purposes of perfection of its Encumbrance under the UCC; provided that Subordinated Creditor shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral for the Senior Lender. The Subordinated Creditor shall, upon the request of the Senior Lender, promptly deliver any Collateral in its possession to the designee of the Senior Lender (except as may otherwise be required by applicable law or court order). (iii) In connection with this Agreement, the Senior Lender shall use commercially reasonable efforts to cause Bank of America, N.A., in its capacity as a depository bank where accounts of the Company are located (in such capacity, the “Bank”), to enter into a deposit account control agreement with the Senior Lender and the Subordinated Creditor, which agreement shall be subject to the terms and provisions hereof and shall provide that upon the Payment in Full of the Senior Indebtedness, the Bank shall thereafter follow the instructions of the Subordinated Creditor with respect to the Collateral consisting of deposit accounts and proceeds thereof in the possession of the Bank. (iv) It is understood and agreed that this Section 3.5 4 is intended solely to assure continuous perfection of the Liens Encumbrances granted under the applicable Obligation DocumentsLoan Documents and Subordinated Loan Agreement, and nothing in this Section 3.5 4 shall be deemed or construed as altering the priorities or obligations set forth elsewhere in this Agreement. The duties of each party under this Section 3.5 4 shall be mechanical and administrative in nature, and no party shall have, or be deemed to have, by reason of this Agreement or otherwise a fiduciary relationship in respect of the other party.