Common use of Collateral In Possession Clause in Contracts

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). (b) It is understood and agreed that this Section 3.4 is intended solely to assure continuous perfection of the Liens granted under the applicable Documents, and nothing in this Section 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 3.4 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) In the event that either 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 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 non-fiduciary representative for all Secured Creditors, solely for purposes of perfection of its 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 Revolving Credit Priority Collateral for the other Secured CreditorCreditors. Promptly following the Term Loan Floor Plan Termination Date or Revolving Credit the Formula Revolver Priority Termination Date, as the case may be, BFI the Floor Plan Agent or the Revolving LenderFormula Revolver Agent, as the case may beapplicable, shall, upon the request of the Revolving Lender Formula Revolver Agent or BFIFloor Plan Agent, as the case may be, deliver the remainder of the Revolving Credit Priority 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). (b) It is understood and agreed that this Section 3.4 is intended solely to assure continuous perfection of the Liens granted under the applicable Loan Documents, and nothing in this Section 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 3.4 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) In the event that either the First Lien 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 First Lien 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 First Lien 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 First Lien Termination Date, the First Lien Agent 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). (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 Revolving Credit Priority Collateral for purposes of perfecting its Lien therein, such Secured Second Lien Creditor shall be deemed to be holding such Revolving Credit Priority Collateral as representative for all the Secured Creditors, including the First Lien Creditors, solely for purposes of perfection of its Lien under the UCC; provided that such possessing or controlling Secured Second Lien 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)First Lien Creditors. (bc) It is understood and agreed that this Section 3.4 is intended solely to assure continuous perfection of the Liens granted under the applicable Documents, and nothing in this Section 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 3.4 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.