Common use of Gratuitous Bailee for Perfection Clause in Contracts

Gratuitous Bailee for Perfection. (a) The First Lien Collateral Agent (without any representation, warranty or recourse) agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such Collateral being the “First Lien Pledged Collateral”) as gratuitous bailee for the Second Lien Collateral Agent and the Second Lien Claimholders (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106 and 9-107 of the UCC), solely for the purpose of perfecting the security interest granted under the Second Lien Collateral Documents, subject to the terms and conditions of this Section 5.4. The Second Lien Collateral Agent (without any representation, warranty or recourse) agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such Collateral being the “Second Lien Pledged Collateral”) as gratuitous bailee for the First Lien Collateral Agent and the First Lien Claimholders (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106 and 9-107 of the UCC), solely for the purpose of perfecting the security interest granted under the First Lien Collateral Documents, subject to the terms and conditions of this Section 5.4. Solely with respect to any Deposit Accounts under the control (within the meaning of Section 9-104 of the UCC) of the First Lien Collateral Agent or the Second Lien Collateral Agent, each of the First Lien Collateral Agent and the Second Lien Collateral Agent (without any representation, warranty or recourse) agrees to also hold control over such Deposit Accounts as gratuitous agent for the Second Lien Collateral Agent or the First Lien Collateral Agent, as applicable, subject to the terms and conditions of this Section 5.4. (b) The First Lien Collateral Agent and the Second Lien Collateral Agent shall have no obligation whatsoever to the First Lien Claimholders or the Second Lien Claimholders to ensure that the First Lien Pledged Collateral or the Second Lien Pledged Collateral, as applicable, is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.4 and under the First Lien Documents or the Second Lien Documents, as applicable. The duties or responsibilities of the First Lien Collateral Agent and the Second Lien Collateral Agent under this Section 5.4 shall be limited solely to holding the First Lien Pledged Collateral and the Second Lien Pledged Collateral, respectively, as bailee (and with respect to Deposit Accounts, agent) in accordance with this Section 5.4 and, in the case of the First Lien Collateral Agent, delivering the First Lien Pledged Collateral upon a Discharge of First Lien Priority Obligations as provided in paragraph (d) below. (c) The First Lien Collateral Agent and the Second Lien Collateral Agent shall not have, by reason of the First Lien Collateral Documents, the Second Lien Collateral Documents, this Agreement or any other document, a fiduciary relationship in respect of any First Lien Claimholder, the First Lien Collateral Agent, the Second Lien Collateral Agent, or any Second Lien Claimholder in connection with its role under this Section 5.4 as gratuitous bailee and gratuitous agent with respect to the Collateral. (d) Upon the Discharge of First Lien Priority Obligations, the First Lien Collateral Agent shall deliver the remaining First Lien Pledged Collateral (other than cash collateral pledged to secure liabilities relating to Letters of Credit in accordance with clause (c) of the definition of Discharge of First Lien Obligations) in its possession (if any) together with any necessary endorsements, first, to the Second Lien Collateral Agent to the extent Second Lien Obligations remain outstanding or such other Person as may lawfully be entitled thereto, and second, to the Company to the extent no First Lien Obligations or Second Lien Obligations remain outstanding or such other Person as may lawfully be entitled thereto. (e) Subject to the terms of this Agreement, so long as the Discharge of First Lien Priority Obligations has not occurred, the First Lien Collateral Agent shall be entitled to deal with the First Lien Pledged Collateral in accordance with the terms of the First Lien Documents as if the Liens of the Second Lien Collateral Agent in such Collateral did not exist. (f) The First Lien Collateral Agent further agrees to use take all action reasonably requested by the Second Lien Collateral Agent, at the expense of Borrower to enable the Second Lien Collateral Agent to obtain a perfected security interest (subject to Section 2.1) in any material Collateral in the possession or within the control of the First Lien Collateral Agent, including amending any outstanding control agreements to provide for the Second Lien Collateral Agent as secured party thereunder.

Gratuitous Bailee for Perfection. (a) The First Lien Collateral Agent (without any representation, warranty or recourse) agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such Collateral being the “First Lien Pledged Collateral”) as gratuitous bailee for the Second Lien Collateral Agent Trustee and the Second Lien Claimholders (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), ) and 9-313(c), 9-104, 9-105, 9-106 and 9-107 ) of the UCC), solely for the purpose of perfecting the security interest granted under the Second Lien Collateral Documents, subject to the terms and conditions of this Section 5.4. The Second Lien Collateral Agent Trustee (without any representation, warranty or recourse) agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such Collateral being the “Second Lien Pledged Collateral”) as gratuitous bailee for the First Lien Collateral Agent and the First Lien Claimholders (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), ) and 9-313(c), 9-104, 9-105, 9-106 and 9-107 ) of the UCC), solely for the purpose of perfecting the security interest granted under the First Lien Collateral Documents, subject to the terms and conditions of this Section 5.4. Solely with respect to any Deposit Accounts under the control (within the meaning of Section 9-104 of the UCC) of the First Lien Collateral Agent or the Second Lien Collateral AgentTrustee, each of the First Lien Collateral Agent and the Second Lien Collateral Agent Trustee (without any representation, warranty or recourse) agrees to also hold control over such Deposit Accounts as gratuitous agent for the Second Lien Collateral Agent Trustee or the First Lien Collateral Agent, as applicable, subject to the terms and conditions of this Section 5.4. (b) The First Lien Collateral Agent and the Second Lien Collateral Agent Trustee shall have no obligation whatsoever to the First Lien Claimholders or the Second Lien Claimholders to ensure that the First Lien Pledged Collateral or the Second Lien Pledged Collateral, as applicable, is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.4 and under the First Lien Documents or the Second Lien Documents, as applicable. The duties or responsibilities of the First Lien Collateral Agent and the Second Lien Collateral Agent Trustee under this Section 5.4 shall be limited solely to holding the First Lien Pledged Collateral and the Second Lien Pledged Collateral, respectively, as bailee (and with respect to Deposit Accounts, agent) in accordance with this Section 5.4 and, in the case of the First Lien Collateral Agent, delivering the First Lien Pledged Collateral upon a Discharge of First Lien Priority Obligations as provided in paragraph (d) below. (c) The First Lien Collateral Agent and the Second Lien Collateral Agent Trustee shall not have, by reason of the First Lien Collateral Documents, the Second Lien Collateral Documents, this Agreement, the Collateral Trust Agreement or any other document, a fiduciary relationship in respect of any First Lien Claimholder, the First Lien Collateral Agent, the Second Collateral Trustee, any Parity Lien Collateral Agent, Representative or any Second Lien Claimholder in connection with its role under this Section 5.4 as gratuitous bailee and gratuitous agent with respect to the Collateral. (d) Upon the Discharge of First Lien Priority Obligations, the First Lien Collateral Agent shall deliver the remaining First Lien Pledged Collateral (other than cash collateral pledged to secure liabilities relating to Letters letters of Credit credit in accordance with clause (c) of the definition of Discharge of First Lien Obligations) in its possession (if any) together with any necessary endorsements, first, to the Second Lien Collateral Agent Trustee to the extent Second Lien Obligations remain outstanding or such other Person as may lawfully be entitled thereto, and second, to the Company to the extent no First Lien Obligations or Second Lien Obligations remain outstanding or such other Person as may lawfully be entitled thereto. (e) Subject to the terms of this Agreement, so long as the Discharge of First Lien Priority Obligations has not occurred, the First Lien Collateral Agent shall be entitled to deal with the First Lien Pledged Collateral in accordance with the terms of the First Lien Documents as if the Liens of the Second Lien Collateral Agent Trustee in such Collateral did not exist. (f) The First Lien Collateral Agent further agrees to use take all action reasonably requested by the Second Lien Collateral Agent, at the expense of Borrower to enable the Second Lien Collateral Agent to obtain a perfected security interest (subject to Section 2.1) in any material Collateral in the possession or within the control of the First Lien Collateral Agent, including amending any outstanding control agreements to provide for the Second Lien Collateral Agent as secured party thereunder.

Gratuitous Bailee for Perfection. (a) The First Lien Collateral Agent (without any representation, warranty or recourse) [ ] agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such Collateral being the “First Lien Pledged Collateral”) as collateral agent for itself and as gratuitous bailee for the Second Lien Collateral Agent and the Second Lien Claimholders [ ] (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), ) and 9-313(c), 9-104, 9-105, 9-106 and 9-107 ) of the UCC), ) and any assignee solely for the purpose of perfecting the security interest granted under the Second Lien Collateral [ ] Loan Documents and [ ] Loan Documents, respectively, subject to the terms and conditions of this Section 5.42.6. The Second Lien Collateral Agent Solely with respect to any deposit accounts under the control (without any representationwithin the meaning of Section 9-104 of the UCC) of [ ], warranty or recourse[ ] agrees to also hold control over such deposit accounts as gratuitous agent for [ ], subject to the terms and conditions of this Section 2.6. (b) [ ] agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such Collateral being the “Second Lien any Pledged Collateral”) , as collateral agent for itself and as gratuitous bailee for the First Lien Collateral Agent and the First Lien Claimholders [ ] (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), ) and 9-313(c), 9-104, 9-105, 9-106 and 9-107 ) of the UCC), ) and any assignee solely for the purpose of perfecting the security interest granted under the First Lien Collateral [ ] Loan Documents and [ ] Loan Documents, respectively, subject to the terms and conditions of this Section 5.42.6. Solely with respect to any Deposit Accounts deposit accounts under the control (within the meaning of Section 9-104 of the UCC) of the First Lien Collateral Agent or the Second Lien Collateral Agent[ ], each of the First Lien Collateral Agent and the Second Lien Collateral Agent (without any representation, warranty or recourse) [ ] agrees to also hold control over such Deposit Accounts deposit accounts as gratuitous agent for the Second Lien Collateral Agent or the First Lien Collateral Agent, as applicable[ ], subject to the terms and conditions of this Section 5.42.6. (bc) The First Lien Collateral Agent and the Second Lien Collateral Agent Neither [ ] nor [ ] shall have no any obligation whatsoever to the First Lien Claimholders any other Lender, [ ] Claimholder or the Second Lien Claimholders [ ] Claimholder to ensure that the First Lien Pledged Collateral or the Second Lien Pledged Collateral, as applicable, is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.4 and under the First Lien Documents or the Second Lien Documents, as applicable2.6. The duties or responsibilities of the First Lien Collateral Agent [ ] under Section 2.6(a) and the Second Lien Collateral Agent [ ] under this Section 5.4 2.6(b) shall be limited solely to holding the First Lien Pledged Collateral and the Second Lien Pledged Collateral, respectively, as bailee (and with respect to Deposit Accountsdeposit accounts, agent) in accordance with this Section 5.4 and, in 2.6 and delivering the case Pledged Collateral to the other party upon the Discharge of the First Lien Collateral Agent, delivering [ ] Obligations or the First Lien Pledged Collateral upon a Discharge of First Lien Priority Obligations the [ ] Obligations, as applicable, as provided in paragraph (de) below. (cd) The First Lien Collateral Agent and the Second Lien Collateral Agent Neither [ ] nor [ ] shall not have, have by reason of the First Lien [ ] Collateral Documents, the Second Lien [ ] Collateral Documents, this Agreement or any other document, document a fiduciary relationship in respect of the other Lenders, any First Lien Claimholder[ ] Claimholder or any [ ] Claimholder and each of [ ], the First Lien Collateral Agent[ ] Claimholders, [ ] and the Second Lien Collateral Agent[ ] Claimholders hereby waive and release [ ] and [ ], as applicable, from all claims and liabilities arising pursuant to the role of [ ] or any Second Lien Claimholder in connection with its role [ ], as applicable, under this Section 5.4 2.6 as gratuitous bailee and gratuitous agent with respect to the Pledged Collateral. It is understood and agreed that the interests of [ ] and [ ] may differ and each of [ ] and [ ] shall be fully entitled to act in its own interest without taking into account the interests of the other. (di) Upon the Discharge of First Lien Priority Obligations[ ] Obligations under the [ ] Loan Documents to which [ ] is a party, the First Lien Collateral Agent [ ] shall deliver the remaining First Lien Pledged Collateral (other than cash collateral pledged to secure liabilities relating to Letters of Credit in accordance with clause (c) of the definition of Discharge of First Lien Obligations) in its possession (if any) together with any necessary endorsementsendorsements (such endorsement shall be without recourse and without any representation or warranty), first, to the Second Lien Collateral Agent [ ] to the extent Second Lien [ ] Obligations remain outstanding or such other Person as may lawfully be entitled theretooutstanding, and second, to the Company Borrower to the extent no First Lien [ ] Obligations or Second Lien [ ] Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such other Person as may lawfully be entitled theretoPledged Collateral). (eii) Subject to the terms of this Agreement, so long as Upon the Discharge of First Lien Priority [ ] Obligations has not occurredunder the [ ] Loan Documents to which [ ] is a party, [ ] shall deliver the First Lien Collateral Agent shall be entitled to deal with the First Lien remaining Pledged Collateral in accordance its possession (if any) together with any necessary endorsements (such endorsement shall be without recourse and without any representation or warranty), first, to [ ] to the terms of extent [ ] Obligations remain outstanding, and second, to the First Lien Documents as if the Liens of the Second Lien Collateral Agent in such Collateral did not exist. (f) The First Lien Collateral Agent further agrees to use take all action reasonably requested by the Second Lien Collateral Agent, at the expense of Borrower to enable the Second Lien Collateral Agent extent no [ ] Obligations or [ ] Obligations remain outstanding (in each case, so as to allow such Person to obtain a perfected security interest (subject to Section 2.1) in any material Collateral in the possession or within the control of the First Lien Collateral Agent, including amending any outstanding control agreements to provide for the Second Lien Collateral Agent as secured party thereundersuch Pledged Collateral).

Gratuitous Bailee for Perfection. (a) The First Lien Collateral Agent (without any representation, warranty or recourse) agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such Collateral being the “First Lien Pledged Collateral”) as collateral agent for the First Lien Claimholders and as gratuitous bailee and agent for perfection for the Second Lien Collateral Agent and the Second Lien Claimholders (such bailment and agency for perfection being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), ) and 9-313(c), 9-104, 9-105, 9-106 and 9-107 ) of the UCC), solely for the purpose of perfecting the security interest granted under the Second Lien Collateral Documents, subject to the terms ) and conditions of this Section 5.4. The Second Lien Collateral Agent (without any representation, warranty or recourse) agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such Collateral being the “Second Lien Pledged Collateral”) as gratuitous bailee for the First Lien Collateral Agent and the First Lien Claimholders (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106 and 9-107 of the UCC), assignee solely for the purpose of perfecting the security interest granted under the First Lien Collateral Loan Documents and the Second Lien Loan Documents, respectively, subject to the terms and conditions of this Section 5.4. Solely with respect to any Deposit Accounts deposit accounts under the control (within the meaning of Section 9-104 of the UCC) of the First Lien Collateral Agent or the Second Lien Collateral Agent, each of the First Lien Collateral Agent and the Second Lien Collateral Agent (without any representation, warranty or recourse) agrees to also hold control over such Deposit Accounts deposit accounts as gratuitous agent for the Second Lien Collateral Agent or the First Lien Collateral Agent, as applicable, subject to the terms and conditions of this Section 5.4. (b) The First Lien Collateral Agent and the Second Lien Collateral Agent shall have no obligation whatsoever to the First Lien Claimholders or Claimholders, the Second Lien Claimholders Agent or any Second Lien Claimholder to ensure that the First Lien Pledged Collateral or the Second Lien Pledged Collateral, as applicable, is genuine or owned by any of the Grantors Borrower or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.4 and under the First Lien Documents or the Second Lien Documents, as applicable5.4. The duties or responsibilities of the First Lien Collateral Agent and the Second Lien Collateral Agent under this Section 5.4 shall be limited solely to holding the First Lien Pledged Collateral and the Second Lien Pledged Collateral, respectively, as bailee (and with respect to Deposit Accountsdeposit accounts, agent) in accordance with this Section 5.4 and, in the case of the First Lien Collateral Agent, and delivering the First Lien Pledged Collateral upon a Discharge of First Lien Priority Obligations as provided in paragraph (d) below. (c) The First Lien Collateral Agent and the Second Lien Collateral Agent shall not have, have by reason of the First Lien Collateral Loan Documents, the Second Lien Collateral Loan Documents, this Agreement or any other document, document a fiduciary relationship in respect of any First Lien Claimholder, the First Lien Collateral AgentClaimholders, the Second Lien Collateral Agent, Agent or any Second Lien Claimholder in connection with its and the Second Lien Agent and the Second Lien Claimholders hereby waive and release the First Lien Agent from all claims and liabilities arising pursuant to the First Lien Agent’s role under this Section 5.4 as gratuitous bailee and gratuitous agent with respect to the Pledged Collateral. It is understood and agreed that the interests of the First Lien Agent and the Second Lien Agent may differ and the First Lien Agent shall be fully entitled to act in its own interest without taking into account the interests of the Second Lien Agent or Second Lien Claimholders. (d) Upon the Discharge of First Lien Priority Obligations, the First Lien Collateral Agent shall deliver the remaining First Lien Pledged Collateral (other than cash collateral pledged to secure liabilities relating to Letters of Credit in accordance with clause (c) of the definition of Discharge of First Lien Obligations) in its possession (if any) together with any necessary endorsementsendorsements (such endorsement shall be without recourse and without any representation or warranty), first, to the Second Lien Collateral Agent to the extent Second Lien Obligations remain outstanding or such other Person as may lawfully be entitled theretooutstanding, and second, to the Company Borrower to the extent no First Lien Obligations or Second Lien Obligations remain outstanding or such other Person as may lawfully be entitled thereto. (e) Subject to the terms of this Agreementin each case, so long as the Discharge to allow such Person to obtain possession or control of First Lien Priority Obligations has not occurred, the First Lien Collateral Agent shall be entitled to deal with the First Lien such Pledged Collateral in accordance with the terms of the First Lien Documents as if the Liens of the Second Lien Collateral Agent in such Collateral did not exist. (f) Collateral). The First Lien Collateral Agent further agrees to use take all other action reasonably requested by the Second Lien Collateral Agent, Agent at the expense of Borrower to enable the Second Lien Collateral Agent to obtain or the Borrower in connection with the Second Lien Agent obtaining a perfected security first-priority interest (subject to Section 2.1) in any material Collateral in the possession or within Collateral (including, without limitation, cooperating with the Second Lien Agent in the transfer of control to the Second Lien Agent of any deposit account under the control of the First Lien Collateral Agent) or as a court of competent jurisdiction may otherwise direct. (e) Pursuant to the First Lien Credit Agreement, including amending any outstanding control agreements First Lien Agent (either in its individual capacity or in its capacity as “Program Agent”), as assignee of Borrower, is the secured party of record with respect to provide certain UCC-1 financing statements (the “Assigned Financing Statements”) filed against the “Originators” (as defined in the First Lien Credit Agreement), Rite Aid Hdqtrs. Funding, Inc., a Delaware corporation, and Rite Aid Funding I, a Cayman Islands exempted company incorporated with limited liability. First Lien Agent agrees that it is secured party of record with respect to the Assigned Financing Statements for the benefit of the First Lien Claimholders and the Second Lien Collateral Claimholders. Except as provided in Section 5.1, First Lien Agent shall not (and shall not authorize any other Person to) terminate any of the Assigned Financing Statements, or release any collateral therefrom, in each case, without the prior consent of the Second Lien Agent. Upon the Discharge of First Lien Obligations, if any Second Lien Obligations remain outstanding, First Lien Agent shall (and Borrower hereby authorizes First Lien Agent to) assign to Second Lien Agent, First Lien Agent’s rights as secured party thereunderof record with respect to the Assigned Financing Statements.

Gratuitous Bailee for Perfection. (a) The First Lien Collateral Agent (without any representation, warranty or recourse) agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such Collateral being the “First Lien Pledged Collateral”) as gratuitous bailee for the Second Lien Collateral Agent Trustee and the Second Lien Claimholders (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), ) and 9-313(c), 9-104, 9-105, 9-106 and 9-107 ) of the UCC), solely for the purpose of perfecting the security interest granted under the Second Lien Collateral Documents, subject to the terms and conditions of this Section 5.4. The Second Lien Collateral Agent Trustee (without any representation, warranty or recourse) agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such Collateral being the “Second Lien Pledged Collateral”) as gratuitous bailee for the First Lien Collateral Agent and the First Lien Claimholders (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), ) and 9-313(c), 9-104, 9-105, 9-106 and 9-107 ) of the UCC), solely for the purpose of perfecting the security interest granted under the First Lien Collateral Documents, subject to the terms and conditions of this Section 5.4. Solely with respect to any Deposit Accounts under the control (within the meaning of Section 9-104 of the UCC) of the First Lien Collateral Agent or the Second Lien Collateral AgentTrustee, each of the First Lien Collateral Agent and the Second Lien Collateral Agent Trustee (without any representation, warranty or recourse) agrees to also hold control over such Deposit Accounts as gratuitous agent for the Second Lien Collateral Agent Trustee or the First Lien Collateral Agent, as applicable, subject to the terms and conditions of this Section 5.4. (b) The First Lien Collateral Agent and the Second Lien Collateral Agent Trustee shall have no obligation whatsoever to the First Lien Claimholders or the Second Lien Claimholders to ensure that the First Lien Pledged Collateral or the Second Lien Pledged Collateral, as applicable, is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.4 and under the First Lien Documents or the Second Lien Documents, as applicable. The duties or responsibilities of the First Lien Collateral Agent and the Second Lien Collateral Agent Trustee under this Section 5.4 shall be limited solely to holding the First Lien Pledged Collateral and the Second Lien Pledged Collateral, respectively, as bailee (and with respect to Deposit Accounts, agent) in accordance with this Section 5.4 and, in the case of the First Lien Collateral Agent, delivering the First Lien Pledged Collateral upon a Discharge of First Lien Priority Obligations as provided in paragraph (d) below. (c) The First Lien Collateral Agent and the Second Lien Collateral Agent Trustee shall not have, by reason of the First Lien Collateral Documents, the Second Lien Collateral Documents, this Agreement, the Collateral Trust Agreement or any other document, a fiduciary relationship in respect of any First Lien Claimholder, the First Lien Collateral Agent, the Second Collateral Trustee, any Parity Lien Collateral Agent, Representative or any Second Lien Claimholder in connection with its role under this Section 5.4 as gratuitous bailee and gratuitous agent with respect to the Collateral. (d) Upon the Discharge of First Lien Priority Obligations, the First Lien Collateral Agent shall deliver the remaining First Lien Pledged Collateral (other than cash collateral pledged to secure liabilities relating to Letters letters of Credit credit in accordance with clause (c) of the definition of Discharge of First Lien Obligations) in its possession (if any) together with any necessary endorsements, first, to the Second Lien Collateral Agent Trustee to the extent Second Lien Obligations remain outstanding or such other Person as may lawfully be entitled thereto, and second, to the Company to the extent no First Lien Obligations or Second Lien Obligations remain outstanding or such other Person as may lawfully be entitled thereto. (e) Subject to the terms of this Agreement, so long as the Discharge of First Lien Priority Obligations has not occurred, the First Lien Collateral Agent shall be entitled to deal with the First Lien Pledged Collateral in accordance with the terms of the First Lien Documents as if the Liens of the Second Lien Collateral Agent Trustee in such Collateral did not exist. (f) The First Lien Collateral Agent further agrees to use take all action reasonably requested by the Second Lien Collateral Agent, at the expense of Borrower to enable the Second Lien Collateral Agent to obtain a perfected security interest (subject to Section 2.1) in any material Collateral in the possession or within the control of the First Lien Collateral Agent, including amending any outstanding control agreements to provide for the Second Lien Collateral Agent as secured party thereunder.