Common use of Perfection of Possessory Security Interests Clause in Contracts

Perfection of Possessory Security Interests. For the limited purpose of perfecting the security interests of Secured Parties in those types or items of Collateral in which a security interest may be perfected by possession or control, each Agent hereby appoints the other Agent as its agent for the limited purpose of possessing or controlling on its behalf any such Collateral that may come into the possession or control of such other Agent from time to time, and each Agent agrees to act as the other Agent’s agent for such limited purpose of perfecting such other Agent’s security interest by possession or control through an agent (such possession by such agent being intended to satisfy the requirements of Section 24(1) of the PPSA and equivalent sections of comparable legislation in other applicable jurisdictions), provided, that this Section 8 shall not create a fiduciary relationship in respect of any Secured Parties, no Agent shall incur any liability to any other Agent by virtue of acting as such other Agent’s agent hereunder, and either Agent may relinquish possession or control of Collateral in accordance with the terms of the applicable Credit Document without the consent of the other Agent (except that, in the case of any relinquishment of possession or control of Collateral by a Second Lien Collateral Agent prior to the First Lien Claims being Paid in Full, such Second Lien Collateral Agent shall only relinquish possession or control of such Collateral to the First Lien Collateral Agent), and without incurring liability to the other Agent, except as otherwise provided herein or unless there is an express written agreement to the contrary in effect between Agents. Without limiting the foregoing, the First Lien Collateral Agent shall have the right to possess or control any such Collateral until such time as the First Lien Claims are Paid In Full (and, prior to the time the First Lien Claims are Paid In Full, each Second Lien Collateral Agent shall relinquish possession or control of any such Collateral in its possession or under its control to First Lien Collateral Agent promptly upon written request). Promptly following the First Lien Claims being Paid In Full, if the Indenture remains in effect, the First Lien Collateral Agent shall deliver to Trustee (or such Second Lien Collateral Agent as Trustee may direct) all items of Collateral in the possession of the First Lien Collateral Agent pursuant to the First Lien Collateral Documents or as a court of competent jurisdiction otherwise directs.

Perfection of Possessory Security Interests. For the limited purpose of perfecting the security interests of Secured the Parties in those types or items of Collateral in which a security interest may be perfected by possession or controlcontrol (including the Equity Interests of any Foreign Subsidiaries), each Agent Party hereby appoints the other Agent Party as its agent representative for the limited purpose of possessing or controlling on its behalf any such Collateral that may come into the possession or control of such other Agent Party from time to time, and each Agent Party agrees to act as the other Agent’s agent Party's representative for such limited purpose of perfecting such the other Agent’s Party's security interest by possession or control through an agent (such possession by such agent being intended to satisfy the requirements of Section 24(1) of the PPSA and equivalent sections of comparable legislation in other applicable jurisdictions)a representative, provided, PROVIDED that this Section 8 shall not create a fiduciary relationship in respect of any Secured Parties, no Agent neither Party shall incur any liability to any the other Agent by virtue of acting as such the other Agent’s agent Party's representative hereunder. In this regard, and either Agent may relinquish each Party that is in possession or control of Collateral in accordance with the terms of the applicable Credit Document without the consent of the other Agent (except that, in the case of any relinquishment of possession or control such item of Collateral by a Second Lien Collateral Agent prior agrees that if it elects to the First Lien Claims being Paid in Full, such Second Lien Collateral Agent shall only relinquish possession or control of such Collateral to the First Lien Collateral Agent)item of Collateral, and without incurring liability it shall deliver possession or control thereof to the other Agent, except as otherwise provided herein Party; PROVIDED that no Party shall be required to deliver any such item of Collateral or unless there is an express written agreement take any other action referred to in this Section to the contrary extent that such item of Collateral was sold or disposed of in effect between Agents. Without limiting a transaction permitted by the foregoing, the First Lien Collateral Agent shall have the right Financing Documents to possess which such Party is a party or control any such Collateral until such time as the First Lien Claims are Paid In Full (and, prior to the time extent such action would contravene any law, order or other legal requirements, and in the First Lien Claims are Paid In Fullevent of a controversy or dispute, each Second Lien such Party may interplead any item of Collateral in any court of competent jurisdiction; PROVIDED FURTHER that if the Administrative Agent shall relinquish is relinquishing possession or control of any such Collateral in its possession or under its control to First Lien Collateral Agent promptly upon written request). Promptly following the First Lien Claims being Paid In Full, if the Indenture remains in effect, the First Lien Collateral Agent shall deliver to Trustee (or such Second Lien Collateral Agent as Trustee may direct) all items of Collateral in connection with the possession replacement or refinancing of the First Lien Collateral Agent Credit Agreement with Indebtedness that is permitted to be incurred under the Credit Facility pursuant to Section 4.11 of the First Lien Collateral Documents or as a court Indenture and such Indebtedness is secured by Liens permitted under clause (m) of competent jurisdiction otherwise directsthe definition of "Permitted Indebtedness," the Administrative Agent may deliver such items to the Replacement Agent if such Replacement Agent has entered into an intercreditor agreement substantially in the form of this Agreement in accordance with Section 11.5 of the Indenture.

Perfection of Possessory Security Interests. (a) For the limited purpose of perfecting the security interests of Secured the Parties in those types or items of Credit Agreement Collateral in which a security interest only may be perfected by possession or control, each Agent Party hereby appoints the other Agent as its agent representative for the limited purpose of possessing or controlling on its behalf any such Credit Agreement Collateral that may come into the possession or control of such other Agent Party from time to time, and each Agent Party agrees to act as the other Agent’s agent other's representative for such limited purpose of perfecting such other Agent’s the other's security interest by possession or control through an agent (such possession by such agent being intended to satisfy the requirements of Section 24(1) of the PPSA and equivalent sections of comparable legislation in other applicable jurisdictions)a representative, provided, provided that this Section 8 shall not create a fiduciary relationship in respect of any Secured Parties, no Agent neither Party shall incur any liability to any the other Agent by virtue of acting as such other Agent’s agent the other's representative hereunder. In this regard, and either Agent may relinquish any Party that is in possession or control of any such item of Credit Agreement Collateral in accordance with the terms of the applicable Credit Document without the consent of the other Agent (except that, in the case of any relinquishment of possession or control of Collateral by a Second Lien Collateral Agent prior agrees that if it elects to the First Lien Claims being Paid in Full, such Second Lien Collateral Agent shall only relinquish possession or control of such item of Credit Agreement Collateral to the First Lien Collateral Agent), and without incurring liability it shall deliver possession or control thereof to the other Agent, except as otherwise Party; provided herein that neither Party shall be required to deliver any such item of Credit Agreement Collateral or unless there is an express written agreement take any other action referred to in this section to the contrary extent that such action would contravene any law, order or other legal requirements, and in effect between Agents. Without limiting the foregoingevent of a controversy or dispute, such Party may interplead any item of Credit Agreement Collateral in any court of competent jurisdiction. (b) In the event the Credit Agreement Secured Party receives any items or types of Noteholder Collateral (other than Credit Agreement Collateral) in which a security interest may only be perfected by possession or control, the First Lien Collateral Agent shall have Trustee hereby appoints the right Credit Agreement Secured Party as its representative for the limited purposes of possessing or controlling on its behalf to possess or control perfect the Trustee's security interest therein, any such Noteholder Collateral until such time as that may come into the First Lien Claims are Paid In Full (and, prior to the time the First Lien Claims are Paid In Full, each Second Lien Collateral Agent shall relinquish possession or control of any the Credit Agreement Secured Party from time to time and the Credit Agreement Secured Party agrees (i) to act as the Trustee's representative for such Collateral in its limited purpose of perfecting the Trustee's security interest by possession or under control through a representative and (ii) to forthwith notify the Trustee, in writing, of its receipt, possession or control to First Lien of such Noteholder Collateral Agent promptly upon written request). Promptly following the First Lien Claims being Paid In Fulland deliver possessions or relinquish control thereof to, if the Indenture remains or in effectfavor of, the First Lien Collateral Agent shall deliver to Trustee (or such Second Lien Collateral Agent as Trustee may direct) all items of Collateral in the possession of the First Lien Collateral Agent pursuant to the First Lien Collateral Documents or as a court of competent jurisdiction otherwise directsTrustee.

Perfection of Possessory Security Interests. (a) For the limited purpose of perfecting the security interests of Secured the Parties in those types or items of Collateral in which a security interest only may be perfected by possession or control, each Agent Party hereby appoints the other Agent as its agent representative for the limited purpose of possessing or controlling on its behalf any such Collateral that may come into the possession or control of such other Agent Party from time to time, and each Agent Party agrees to act as the other Agent’s agent other's representative for such limited purpose of perfecting such other Agent’s the other's security interest by possession or control through an agent (such possession by such agent being intended to satisfy the requirements of Section 24(1) of the PPSA and equivalent sections of comparable legislation in other applicable jurisdictions)a representative, provided, provided that this Section 8 shall not create a fiduciary relationship in respect of any Secured Parties, no Agent neither Party shall incur any liability to any the other Agent by virtue of acting as such other Agent’s agent the other's representative hereunder, and either Agent Party may relinquish possession or control of Collateral in accordance with the terms of the applicable Credit Document its possession or control without the consent of the other Agent (except that, in the case of any relinquishment of possession or control of Collateral by a Second Lien Collateral Agent prior to the First Lien Claims being Paid in Full, such Second Lien Collateral Agent shall only relinquish possession or control of such Collateral to the First Lien Collateral Agent)Party, and without incurring liability to the other Agent, except as otherwise provided herein or Party unless there is an express written agreement to the contrary in effect between Agents. Without limiting the foregoingParties, subject to Section 3.03(b). (b) The Subordinated Creditor acknowledges and agrees that the First Lien Collateral Agent shall have Senior Creditor has a security interest in and lien on certain pledged collateral pursuant to the right Pledge Agreement by Borrower in favor of the Senior Creditor dated the date hereof, and the Subsidiary Pledge Agreement by the Subsidiary Guarantors in favor of the Senior Creditor dated the date hereof, and that in the event the Lender is holding the physical certificates evidencing such pledged collateral subject to possess or control any a pledge in its favor: (i) the Subordinated Creditor acknowledges and agrees that it is holding such Collateral until certificates on behalf of and for the benefit of the Senior Creditor, subject to this Intercreditor Agreement, and (ii) at such time as the First Lien Claims Subordinated Liabilities are Paid In Full (andpaid in full, prior to and in the time event the First Lien Claims Senior Liabilities are Paid In Full, each Second Lien Collateral Agent shall relinquish possession or control of any such Collateral not satisfied in its possession or under its control to First Lien Collateral Agent promptly upon written request). Promptly following the First Lien Claims being Paid In Full, if the Indenture remains in effectfull, the First Lien Collateral Agent shall Subordinated Creditor shall, and is authorized and directed to, deliver all such certificates and other collateral under such Pledge Agreement to Trustee (or such Second Lien Collateral Agent as Trustee may direct) all items of Collateral in the possession of the First Lien Collateral Agent pursuant to Senior Creditor or its designee, with any necessary endorsements in favor of the First Lien Collateral Documents or as a court of competent jurisdiction otherwise directsSenior Creditor.

Perfection of Possessory Security Interests. (a) For the limited purpose of perfecting the security interests of Secured the Parties in those types or items of Collateral in which a security interest only may be perfected by possession or control, each Agent Party hereby appoints the other Agent as its agent representative for the limited purpose of possessing or controlling on its behalf any such Collateral that may come into the possession or control of such other Agent Party from time to time, and each Agent Party agrees to act as the other Agent’s agent other's representative for such limited purpose of perfecting such other Agent’s the other's security interest by possession or control through an agent (such possession by such agent being intended to satisfy the requirements of Section 24(1) of the PPSA and equivalent sections of comparable legislation in other applicable jurisdictions)a representative, provided, provided that this Section 8 shall not create a fiduciary relationship in respect of any Secured Parties, no Agent neither Party shall incur any liability to any the other Agent by virtue of acting as such other Agent’s agent the other's representative hereunder, and either Agent Party may relinquish possession or control of Collateral in accordance with the terms of the applicable Credit Document its possession or control without the consent of the other Agent (except that, in the case of any relinquishment of possession or control of Collateral by a Second Lien Collateral Agent prior to the First Lien Claims being Paid in Full, such Second Lien Collateral Agent shall only relinquish possession or control of such Collateral to the First Lien Collateral Agent)Party, and without incurring liability to the other Agent, except as otherwise provided herein or Party unless there is an express written agreement to the contrary in effect between Agents. Without limiting the foregoingParties, subject to Section 3.03(b). (b) The Lender acknowledges and agrees that it has been advised by the First Lien Collateral Agent shall have Subordinated Creditor that the right Subordinated Creditor has a security interest in and lien on certain pledged collateral pursuant to possess or control any the Pledge Agreement by Borrower in favor of the Subordinated Creditor dated the date hereof, and the Subsidiary Pledge Agreement by the Subsidiary Guarantors in favor of the Subordinated Creditor dated the date hereof, and that in the event the Lender is holding the physical certificates evidencing such Collateral until pledged collateral subject to a pledge in its favor: (i) the Lender acknowledges and agrees that it is holding such certificates on behalf of and for the benefit of the Subordinated Creditor, subject to the Intercreditor Agreement, and (ii) at such time as the First Lien Claims Senior Liabilities are Paid In Full (andpaid in full, prior to and in the time event the First Lien Claims Subordinated Liabilities are Paid In Full, each Second Lien Collateral Agent shall relinquish possession or control of any such Collateral not satisfied in its possession or under its control to First Lien Collateral Agent promptly upon written request). Promptly following the First Lien Claims being Paid In Full, if the Indenture remains in effectfull, the First Lien Collateral Agent shall Lender shall, and is authorized and directed to, deliver all such certificates and other collateral under such Pledge Agreement to Trustee (or such Second Lien Collateral Agent as Trustee may direct) all items of Collateral in the possession of the First Lien Collateral Agent pursuant to Subordinated Creditor or its designee, with any necessary endorsements in favor of the First Lien Collateral Documents or as a court of competent jurisdiction otherwise directsSubordinated Creditor.