Common use of Possessory Collateral Agent as Gratuitous Bailee/Agent for Perfection Clause in Contracts

Possessory Collateral Agent as Gratuitous Bailee/Agent for Perfection. (a) The Collateral Agent agrees to hold any Common Collateral constituting Possessory Collateral that is part of the Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First-Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 2.09. Pending delivery to the Collateral Agent, each other Authorized Representative agrees to hold any Common Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First-Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 2.09. (b) The duties or responsibilities of the Collateral Agent and each other Authorized Representative under this Section 2.09 shall be limited solely to holding any Common Collateral constituting Possessory Collateral as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority Secured Party for purposes of perfecting the Lien held by such First-Priority Secured Parties therein. (c) The agreement of the Collateral Agent to act as gratuitous bailee and/or gratuitous agent pursuant to this Section 2.09 is intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-104(a)(2) and 9-313(c) of the UCC.

Possessory Collateral Agent as Gratuitous Bailee/Agent for Perfection. (a) The Each of the 2011 Credit Agreement Collateral Agent, the 2014 Credit Agreement Collateral Agent and the Intercreditor Agent (each, in any capacity in which it holds Possessory Collateral, a “Possessor Agent”) agrees to hold hold, and acknowledges that it does hold, any Common Collateral constituting Possessory Collateral that is part of the Collateral in its possession or control (or or, in the possession or control of its agents or bailees) as gratuitous bailee and/or gratuitous agent for the benefit and on behalf of each other First-Priority Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First-Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 2.09. Pending delivery to the Collateral a Possessor Agent, each other Authorized Representative agrees to hold and acknowledges that it will hold any Common Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and/or gratuitous agent for the benefit and on behalf of each other First-Priority Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First-Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 2.09. (b) The duties or responsibilities of the Collateral Intercreditor Agent and each other Authorized Representative under this Section 2.09 shall be limited solely to holding any Common Collateral constituting Possessory Collateral as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority Secured Party for purposes of perfecting the Lien held by such First-Priority Secured Parties therein. (c) The agreement of the Collateral each Possessor Agent to act as gratuitous bailee and/or gratuitous agent pursuant to this Section 2.09 is intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-104(a)(2) and 9-313(c) of the New York UCC.

Possessory Collateral Agent as Gratuitous Bailee/Agent for Perfection. (a) The Each Possessory Collateral Agent agrees to hold any Common Collateral constituting the Possessory Collateral that is part of the Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority applicable Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, Collateral pursuant to the applicable FirstABL Facility Collateral Documents or the Non-Priority ABL Collateral Documents, in each case, subject to the terms and conditions of this Section 2.092.12. To the extent any Possessory Collateral is possessed by or is under the control of a Collateral Agent (either directly or through its agents or bailees) other than the Applicable Possessory Collateral Agent, such Collateral Agent shall deliver such Possessory Collateral to (or shall cause such Possessory Collateral to be delivered to) the Applicable Possessory Collateral Agent and shall take all actions reasonably requested in writing by the Applicable Possessory Collateral Agent to cause the Applicable Possessory Collateral Agent to have possession or control of same. Pending such delivery to the Applicable Possessory Collateral Agent, each other Authorized Representative Collateral Agent agrees to hold any Common Possessory Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable FirstABL Facility Collateral Documents or the Non-Priority ABL Collateral Documents, in each case, subject to the terms and conditions of this Section 2.092.12. (b) The duties or responsibilities of the each Possessory Collateral Agent and each other Authorized Representative Collateral Agent under this Section 2.09 2.12 shall be limited solely to holding any Common Collateral constituting the Possessory Collateral as gratuitous bailee and/or gratuitous agent for the benefit of (x) each other First-Priority applicable Secured Party for purposes of perfecting the Lien security interest held by such First-Priority the Secured Parties therein. (c) Upon the Discharge of all Non-ABL Obligations, each Senior Collateral Agent shall deliver to the ABL Facility Agent, to the extent that it is legally permitted to do so, the remaining Possessory Collateral (if any) held by it, together with any necessary endorsements (or otherwise allow the ABL Facility Agent to obtain control of such Possessory Collateral) or as a court of competent jurisdiction may otherwise direct. The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify the Possessory Collateral Agent for loss or damage suffered by the Possessory Collateral Agent as a result of such transfer except for loss or damage suffered by the Possessory Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. No Senior Collateral Agent shall be obligated to follow instructions from the ABL Facility Agent in contravention of this Agreement. (d) Upon the Discharge of all ABL Obligations, the ABL Facility Agent shall deliver to the Applicable Senior Collateral Agent, to the extent that it is legally permitted to do so, the remaining Possessory Collateral (if any) held by it, together with any necessary endorsements (or otherwise allow the Applicable Senior Collateral Agent to obtain control of such Possessory Collateral) or as a court of competent jurisdiction may otherwise direct. The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify the Possessory Collateral Agent for loss or damage suffered by the Possessory Collateral Agent as a result of such transfer except for loss or damage suffered by the Possessory Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. The ABL Facility Agent shall not be obligated to follow instructions from the any Senior Collateral Agent in contravention of this Agreement. (e) The agreement of the Collateral ABL Facility Agent to act as gratuitous bailee and/or gratuitous agent pursuant to this Section 2.09 2.12 is intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-104(a)(2) and 9-313(c) of the UCC.

Possessory Collateral Agent as Gratuitous Bailee/Agent for Perfection. (a) The Collateral Agent agrees to hold any Common Shared Collateral constituting Possessory Collateral that is part of the Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First-Priority Collateral First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. Pending delivery to the Collateral Agent, each other Authorized Representative agrees to hold any Common Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First-Priority Collateral First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (b) . The duties or responsibilities of the Collateral Agent and each other Authorized Representative under this Section 2.09 shall be limited solely to holding any Common Shared Collateral constituting Possessory Collateral as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority First Lien Secured Party for purposes of perfecting the Lien held by such First-Priority First Lien Secured Parties therein. (c) . The agreement of the Collateral Agent to act as gratuitous bailee and/or gratuitous agent pursuant to this Section 2.09 is intended, among other things, to satisfy the requirements of the UCC to obtain possession or control thereof, including Sections 8-106(d)(3), 8-301(a)(2), 9-104(a)(2) and 9-313(c) of the UCC. Whenever the Collateral Agent or any Authorized Representative shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any First Lien Obligations of any Series, or the Shared Collateral subject to any Lien securing the First Lien Obligations of any Series, it may request that such information be furnished to it in writing by each other Authorized Representative and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if an Authorized Representative shall fail or refuse reasonably promptly to provide the requested information, the requesting Collateral Agent or Authorized Representative shall be entitled to make any such determination or not make any determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Borrower. The Collateral Agent and each Authorized Representative may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any Grantor, any First Lien Secured Party or any other person as a result of such determination.

Possessory Collateral Agent as Gratuitous Bailee/Agent for Perfection. (a) The Collateral Agent Applicable Authorized Representative agrees to hold any Common Collateral constituting Possessory Collateral that is part of the Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First-Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 2.09. Pending Each other Authorized Representatives agrees to deliver reasonably promptly to the Applicable Authorized Representative any Common Collateral constituting Possessory Collateral in its possession, and pending such delivery to the Collateral AgentApplicable Authorized Representative, each other Authorized Representative agrees to hold any Common Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First-Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 2.09. (b) The duties or responsibilities of the Collateral Agent Applicable Authorized Representative and each other Authorized Representative under this Section 2.09 shall be limited solely to holding any Common Collateral constituting Possessory Collateral as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority Secured Party for purposes of perfecting the Lien held by such First-Priority Secured Parties therein. (c) The agreement of the Collateral Agent Applicable Authorized Representative to act as gratuitous bailee and/or gratuitous agent pursuant to this Section 2.09 is intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-104(a)(2) and 9-313(c) of the UCC.

Possessory Collateral Agent as Gratuitous Bailee/Agent for Perfection. Subject to the ABL Intercreditor Agreement (a) The if then in effect), Possessory Collateral shall be delivered to the Controlling Collateral Agent and the Controlling Collateral Agent agrees to hold any Common Collateral constituting all Possessory Collateral that is part of the Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and/or gratuitous agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106, 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other First-Priority Pari Secured Party for which such Possessory Collateral is Shared Collateral and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First-Priority Collateral Pari Security Documents, in each case, subject to the terms and conditions of this Section 2.092.10. Pending delivery Solely with respect to any Deposit Accounts constituting Shared Collateral under the control of any Collateral AgentAgent (within the meaning of 9-104 of the Uniform Commercial Code), each other Authorized Representative such Collateral Agent agrees to also hold any Common Collateral constituting Possessory Collateral, from time to time in its possession, over such Deposit Accounts as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority Pari Secured Party for which such Deposit Account is Shared Collateral and any assignee, solely assignee for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First-Priority Collateral Documents, in each caseDeposit Accounts, subject to the terms and conditions of this Section 2.09. (b) The duties or responsibilities of the 2.10. Each Additional Pari Collateral Agent and each other Authorized Representative under this hereby appoints (or, by execution of a joinder agreement pursuant to Section 2.09 5.12, shall be limited solely deemed to holding any Common have appointed) the Controlling Collateral constituting Possessory Collateral Agent as gratuitous bailee and/or gratuitous non-fiduciary agent for the benefit of each other First-Priority Secured Party for purposes of perfecting the Lien held by security interest in the Deposit Accounts and the Controlling Collateral Agent hereby accepts any such Firstappointment and hereby agrees to act as non-Priority fiduciary agent for purposes of perfecting the Deposit Accounts. In furtherance of the foregoing, the Grantors hereby grant a security interest in such Deposit Accounts (i) to the Initial Additional Pari Collateral Agent for the benefit of the Credit Agreement Secured Parties therein. and each other Additional Pari Secured Party, if any, (cii) The agreement to the Credit Agreement Collateral Agent for the benefit of the Initial Additional Pari Secured Parties and each other Additional Pari Secured Party and (iii) to each Additional Senior Class Debt Collateral Agent, if any, for the benefit of the Credit Agreement Secured Parties, the Initial Additional Pari Secured Parties and each other Additional Pari Secured Party, if any. At any time a Collateral Agent ceases to be Controlling Collateral Agent with respect to any Possessory Collateral, such former Controlling Collateral Agent shall, at the request of the new Controlling Collateral Agent and at the cost and expense of Borrower, promptly deliver all such Possessory Collateral to such new Controlling Collateral Agent together with any necessary endorsements (or otherwise allow such new Controlling Collateral Agent to obtain control of such Possessory Collateral). In the event that the Discharge of Credit Agreement Obligations occurs and (x) the applicable Grantor shall not have delivered control agreements or other third-party documents in respect of any Deposit Accounts required to be pledged in accordance with the terms of the Additional Pari Security Documents or any other security documents relating to any Additional Senior Class Debt and (y) the Credit Agreement Collateral Agent or any applicable agent or representative with respect to any other Additional Pari Obligations or Additional Senior Class Debt shall be a party to any control agreements or other third-party agreements with respect to such Deposit Account, such agent or representative shall act as gratuitous bailee and/or gratuitous agent pursuant to this Section 2.09 is intended, among other things, to satisfy for the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-104(a)(2) and 9-313(c) benefit of the UCCthen Controlling Collateral Agent and the holders of the Additional Pari Obligations or Additional Senior Class Debt, as the case may be, with respect to such control agreements or third-party documents until such time as such Grantor shall have delivered control agreements or other third-party documents to which the Credit Agreement Collateral Agent or such agent or representative is a party for the benefit of the holders of the Additional Pari Obligations or Additional Senior Class Debt. The Borrower shall take such further action as is reasonably requested to effectuate the transfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own gross negligence, bad faith or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction.

Possessory Collateral Agent as Gratuitous Bailee/Agent for Perfection. (a) The Collateral Agent agrees to hold any Common Shared Collateral constituting Possessory Collateral that is part of the Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First-Priority Collateral First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. Pending delivery to the Collateral Agent, each other Authorized Representative agrees to hold any Common Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First-Priority Collateral First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (b) The duties or responsibilities of the Collateral Agent and each other Authorized Representative under this Section 2.09 shall be limited solely to holding any Common Shared Collateral constituting Possessory Collateral as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority First Lien Secured Party for purposes of perfecting the Lien held by such First-Priority First Lien Secured Parties therein. (c) The agreement of the Collateral Agent to act as gratuitous bailee and/or gratuitous agent pursuant to this Section 2.09 is intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-104(a)(2) and 9-313(c) of the UCC.

Possessory Collateral Agent as Gratuitous Bailee/Agent for Perfection. (a) The Each Possessory Collateral Agent agrees to hold any Common Collateral constituting the Possessory Collateral that is part of the Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and/or gratuitous agent for and on behalf of and for the benefit of each other First-Priority applicable Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, Collateral pursuant to the applicable FirstABL Facility Collateral Documents or the Non-Priority ABL Collateral Documents, in each case, subject to the terms and conditions of this Section 2.092.12. To the extent any Possessory Collateral is possessed by or is under the control of a Collateral Agent (either directly or through its agents or bailees) other than the Applicable Possessory Collateral Agent, such Collateral Agent shall deliver such Possessory Collateral to (or shall cause such Possessory Collateral to be delivered to) the Applicable Possessory Collateral Agent and shall take all actions reasonably requested in writing by the Applicable Possessory Collateral Agent to cause the Applicable Possessory Collateral Agent to have possession or control of same. Pending such delivery to the Applicable Possessory Collateral Agent, each other Authorized Representative Collateral Agent agrees to hold any Common Possessory Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and/or gratuitous agent for and on behalf of and for the benefit of each other First-Priority Secured Party and any assigneeParty, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable FirstABL Facility Collateral Documents or the Non-Priority ABL Collateral Documents, in each case, subject to the terms and conditions of this Section 2.092.12. (b) The duties or responsibilities of the Collateral Agent and each other Authorized Representative under this Section 2.09 shall be limited solely to holding any Common Collateral constituting Possessory Collateral as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority Secured Party for purposes of perfecting the Lien held by such First-Priority Secured Parties therein. (c) The agreement of the Collateral Agent to act as gratuitous bailee and/or gratuitous agent pursuant to this Section 2.09 is intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-104(a)(2) and 9-313(c) of the UCC.

Possessory Collateral Agent as Gratuitous Bailee/Agent for Perfection. (a) The Collateral Agent agrees to hold any Common Shared Collateral constituting Possessory Collateral that is part of the Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First-Priority Collateral First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. Pending delivery to the Collateral Agent, each other Authorized Representative agrees to hold any Common Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First-Priority Collateral First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (b) The duties or responsibilities of the Collateral Agent and each other Authorized Representative under this Section 2.09 shall be limited solely to holding any Common Shared Collateral constituting Possessory Collateral as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority First Lien Secured Party for purposes of perfecting the Lien held by such First-Priority First Lien Secured Parties therein. (c) The agreement of the Collateral Agent to act as gratuitous bailee and/or gratuitous agent pursuant to this Section 2.09 is intended, among other things, to satisfy the requirements of the UCC to obtain possession or control thereof, including Sections 8-106(d)(3), 8-301(a)(2), 9-104(a)(2) and 9-313(c) of the UCC.

Possessory Collateral Agent as Gratuitous Bailee/Agent for Perfection. (a) The Applicable Collateral Agent shall be entitled to hold any Possessory Collateral constituting Common Collateral. (b) Notwithstanding the foregoing, each Collateral Agent agrees to hold any Common Possessory Collateral constituting Possessory Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First-Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 2.09. Pending delivery to the Collateral Agent, each other Authorized Representative agrees to hold any Common Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First-Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 2.09. Pending delivery to the Applicable Collateral Agent, each other Authorized Representative agrees to hold any Common Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and/or gratuitous agent for each other Xxxxx-Priority Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First-Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the each Collateral Agent and each other Authorized Representative under this Section 2.09 shall be limited solely to holding any Common Collateral constituting Possessory Collateral as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority Secured Party for purposes of perfecting the Lien held by such First-Priority Secured Parties therein. (cd) The agreement of the Applicable Collateral Agent to act as gratuitous bailee and/or gratuitous agent pursuant to under this Section 2.09 is intended, among other things, to satisfy the requirements of Sections Section 8-106(d)(3), 8-301(a)(2), 9-104(a)(2) and 9-313(c) of the UCC. (e) At any time the Applicable Collateral Agent is no longer the Applicable Collateral Agent, such outgoing Applicable Collateral Agent shall deliver the remaining Possessory Collateral constituting Common Collateral in its possession (if any) together with any necessary endorsements (which endorsement shall be without recourse and without any representation or warranty), first, to the then Applicable Collateral Agent to the extent First-Priority Obligations remain outstanding and second, to the applicable Grantor to the extent no First-Priority Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Common Collateral) or as a court of competent jurisdiction may otherwise direct. The outgoing Applicable Collateral Agent further agrees to take all other action reasonably requested by the then Applicable Collateral Agent at the expense of the Companies in connection with the then Applicable Collateral Agent obtaining a first-priority security interest in the Common Collateral.