Common use of GRATUITOUS BAILMENT FOR PERFECTION OF CERTAIN SECURITY INTERESTS Clause in Contracts

GRATUITOUS BAILMENT FOR PERFECTION OF CERTAIN SECURITY INTERESTS. (a) Prior to the Discharge of Existing Senior Obligations, the Existing Senior Administrative Agent agrees that if the Collateral Agent shall at any time hold a Lien on any Collateral that can be perfected by the possession or control of such Collateral or of any Account in which such Collateral is held, and if such Collateral or any such Account is in fact in the possession or under the control of the Existing Senior Administrative Agent, the Existing Senior Administrative Agent will serve as gratuitous bailee for the Collateral Agent for the sole purpose of perfecting the Liens of the Collateral Agent on such Collateral. It is agreed that the obligations of the Existing Senior Administrative Agent and the rights of the Collateral Agent, New Senior Administrative Agent and the other Secured Parties in connection with any such bailment arrangement will be in all respects subject to the provisions of Article 2. Notwithstanding anything to the contrary herein, the Existing Senior Administrative Agent will be deemed to make no representation as to the adequacy of the steps taken by it to perfect the Lien on any such Collateral and shall have no responsibility, duty, obligation or liability to the Collateral Agent, the New Senior Administrative Agent or any other Secured Party or any other Person for such perfection or failure to perfect, it being understood that the sole purpose of this Article is to enable the Collateral Agent to obtain a perfected Lien in such Collateral to the extent, if any, that such perfection results from the possession or control of such Collateral or any such Account by the Existing Senior Administrative Agent. The Existing Senior Administrative Agent acting pursuant to this Section 3.10 shall not have by reason of the Secured Credit Documents, this Agreement or any other document or theory, a fiduciary relationship in respect of any Secured Party, the New Senior Administrative Agent or the Collateral Agent. Subject to Section 3.11, from and after the Discharge of Existing Senior Obligations, the Existing Senior Administrative Agent shall take all such actions in its power as shall reasonably be requested by the New Senior Administrative Agent (at the sole cost and expense of the Grantors) to transfer possession or control of such Collateral or any such Account (in each case to the extent the New Senior Administrative Agent has a Lien on such Collateral or Account after giving effect to any prior or concurrent releases of Liens) to the Collateral Agent or the New Senior Administrative Agent for the benefit of all New Senior Secured Parties. (b) Prior to the Discharge of Existing Senior Obligations, to the extent that any Account is under the control of the Existing Senior Administrative Agent at any time, the Existing Senior Administrative Agent will act as gratuitous bailee on behalf of the Collateral Agent for the purpose of perfecting the Liens of all Secured Parties in such Accounts and the cash and other assets therein (but will have no duty, responsibility or obligation to the Secured Parties (including, without limitation, any duty, responsibility or obligation as to the maintenance of such control, the effect of such arrangement or the establishment of such perfection) except as set forth in the last sentence of this Section 3.10(b)). Unless the Liens securing the Secured Obligations on such Collateral shall have been or concurrently are released, after the occurrence of Discharge of Existing Senior Obligations, the Existing Senior Administrative Agent shall, at the request of the New Senior Administrative Agent, cooperate with the Grantors and the New Senior Administrative Agent (at the expense of the Grantors) in permitting control of any other Accounts to be transferred to the Collateral Agent or the New Senior Administrative Agent (or for other arrangements with respect to each such Accounts satisfactory to the New Senior Administrative Agent to be made).

GRATUITOUS BAILMENT FOR PERFECTION OF CERTAIN SECURITY INTERESTS. (a) Prior to Each Priority Lien Representative, on behalf of itself and the Discharge of Existing Senior ObligationsPriority Lien Secured Parties for which it is acting hereunder, the Existing Senior Administrative Agent agrees that if the Collateral Agent shall at any time hold a Lien on any Collateral that can be perfected by the possession or control of such Collateral or of any Account account in which such Collateral is held, and if such Collateral or any such Account account is in fact in the possession or under the control of the Existing Senior Administrative Agentsuch Priority Lien Representative or any other Priority Lien Secured Party, the Existing Senior Administrative Agent such Priority Lien Representative or Priority Lien Secured Party will serve as gratuitous bailee for the Collateral Agent for the sole purpose of perfecting the Liens of the Collateral Agent on such Collateral. It is agreed that the obligations of the Existing Senior Administrative Agent each Priority Lien Representative and Priority Lien Secured Party and the rights of the Collateral Agent, New Senior Administrative Agent and the other Priority Lien Representatives and Priority Lien Secured Parties in connection with any such bailment arrangement will be in all respects subject to the provisions of Article 23. Notwithstanding anything to the contrary herein, the Existing Senior Administrative Agent no Priority Lien Representative will be deemed to make no any representation as to the adequacy of the steps taken by it to perfect the Lien on any such Collateral and shall have no responsibility, duty, obligation or liability to the Collateral Agent, the New Senior Administrative Agent other Priority Lien Representatives or any other Priority Lien Secured Party or any other Person for such perfection or failure to perfect, it being understood that the sole purpose of this Article 3 is to enable the Collateral Agent to obtain a perfected Lien in such Collateral to the extent, if any, that such perfection results from the possession or control of such Collateral or any such Account by the Existing Senior Administrative Agenta Priority Lien Representative or Priority Lien Secured Party. The Existing Senior Administrative Agent No Priority Lien Representative acting pursuant to this Section 3.10 3.9 shall not have by reason of the Secured Credit Priority Lien Documents, this Agreement or any other document or theory, a fiduciary relationship in respect of any Priority Lien Secured Party, the New Senior Administrative Agent any other Priority Lien Representative or the Collateral Agent. Subject to Section 3.117.17, from each Priority Lien Representative, on behalf of itself and after the Discharge of Existing Senior ObligationsPriority Lien Secured Parties for which it is acting hereunder, the Existing Senior Administrative Agent agrees that it shall take all such actions in its power as shall reasonably be requested by the New Senior Administrative Collateral Agent or any other Priority Lien Representative (at the sole cost and expense of the Grantors) to transfer possession or control of such Collateral or any such Account account (in each case to the extent the New Senior Administrative Agent has other Priority Lien Secured Parties have, or are entitled to have, a Lien on such Collateral or Account account after giving effect to any prior or concurrent releases of Liens) to the Collateral Agent or the New Senior Administrative Agent for the benefit of all New Senior Priority Lien Secured Parties. (b) Prior to the Discharge of Existing Senior Obligations, to the extent that any Account is under the control of the Existing Senior Administrative Agent at any time, the Existing Senior Administrative Agent will act as gratuitous bailee on behalf of the Collateral Agent for the purpose of perfecting the Liens of all Secured Parties in such Accounts and the cash and other assets therein (but will have no duty, responsibility or obligation to the Secured Parties (including, without limitation, any duty, responsibility or obligation as to the maintenance of such control, the effect of such arrangement or the establishment of such perfection) except as set forth in the last sentence of this Section 3.10(b)). Unless the Liens securing the Secured Obligations on such Collateral shall have been or concurrently are released, after the occurrence of Discharge of Existing Senior Obligations, the Existing Senior Administrative Agent shall, at the request of the New Senior Administrative Agent, cooperate with the Grantors and the New Senior Administrative Agent (at the expense of the Grantors) in permitting control of any other Accounts to be transferred to the Collateral Agent or the New Senior Administrative Agent (or for other arrangements with respect to each such Accounts satisfactory to the New Senior Administrative Agent to be made).