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) Each Possessory Collateral Agent agrees to hold the Possessory Collateral that is in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee for the benefit of each Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral pursuant to the ABL Facility Security Documents or the Parity Lien Security Documents, subject to the terms and conditions of this Section 2.13. 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 or transfer control of such Possessory Collateral to (or shall cause such Possessory Collateral to be delivered or control of transferred 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 Collateral Agent agrees to hold any Possessory Collateral as gratuitous bailee for the benefit of each other 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 ABL Facility Security Documents or Parity Lien Security Documents, in each case subject to the terms and conditions of this Section 2.13.

Possessory Collateral Agent as Gratuitous Bailee/Agent for Perfection. (a) Each Possessory Collateral Agent agrees to hold the Possessory Collateral that is 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 applicable Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral pursuant to the ABL Facility Security Collateral Documents or the Parity Lien Security Non-ABL Collateral Documents, subject to the terms and conditions of this Section 2.132.12. 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 or transfer control of such Possessory Collateral to (or shall cause such Possessory Collateral to be delivered or control of transferred 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 Collateral Agent agrees to hold any Possessory Collateral as gratuitous bailee and/or gratuitous agent for the benefit of each other 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 ABL Facility Security Collateral Documents or Parity Lien Security the Non-ABL Collateral Documents, in each case case, subject to the terms and conditions of this Section 2.132.12.

Possessory Collateral Agent as Gratuitous Bailee/Agent for Perfection. (a) Each Possessory Collateral Agent agrees to hold the Possessory Collateral that is 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 applicable Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral pursuant to the ABL Facility Security Collateral Documents or the Parity Lien Security Non-ABL Collateral Documents, subject to the terms and conditions of this Section 2.132.12. 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 or transfer control of such Possessory Collateral to (or shall cause such Possessory Collateral to be delivered or control of transferred 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 Collateral Agent agrees to hold any Possessory Collateral as gratuitous bailee and/or gratuitous agent for and on behalf of and for the benefit of each other 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 ABL Facility Security Collateral Documents or Parity Lien Security the Non-ABL Collateral Documents, in each case case, subject to the terms and conditions of this Section 2.132.12.

Possessory Collateral Agent as Gratuitous Bailee/Agent for Perfection. (a) Each Subject to the ABL Intercreditor Agreement (if then in effect), Possessory Collateral shall be delivered to the Controlling Collateral Agent and the Controlling Collateral Agent agrees to hold the all Possessory Collateral that is in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee for (such bailment being intended, among other things, to satisfy the benefit requirements of each Secured Party Sections 8-106, 8-301(a)(2) and any assignee solely for 9-313(c) of the purpose of perfecting the security interest granted in such Possessory Collateral pursuant Uniform Commercial Code, to the ABL Facility Security Documents or the Parity Lien Security Documents, subject to the terms and conditions of this Section 2.13. 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 baileesapplicable) other than the Applicable Possessory Collateral Agent, such Collateral Agent shall deliver or transfer control of such Possessory Collateral to (or shall cause such Possessory Collateral to be delivered or control of transferred 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 Collateral Agent agrees to hold any Possessory Collateral as gratuitous bailee for the benefit of each other Pari Secured Party for which such Possessory Collateral is Shared Collateral and any assignee, assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable ABL Facility Security Documents or Parity Lien Pari Security Documents, in each case case, subject to the terms and conditions of this Section 2.132.10. Solely with respect to any Deposit Accounts constituting Shared Collateral under the control of any Collateral Agent (within the meaning of 9-104 of the Uniform Commercial Code), each such Collateral Agent agrees to also hold over such Deposit Accounts as gratuitous agent for each other Pari Secured Party for which such Deposit Account is Shared Collateral and any assignee for the purpose of perfecting the security interest in such Deposit Accounts, subject to the terms and conditions of this Section 2.10. Each Additional Pari Collateral Agent hereby appoints (or, by execution of a joinder agreement pursuant to Section 5.12, shall be deemed to have appointed) the Controlling Collateral Agent as non-fiduciary agent for purposes of perfecting the security interest in the Deposit Accounts and the Controlling Collateral Agent hereby accepts any such appointment and hereby agrees to act as non-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 and each other Additional Pari Secured Party, if any, (ii) 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 for the benefit of the then 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) Each Possessory The Collateral Agent agrees to hold the any 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 Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral Collateral, if any, pursuant to the ABL Facility Security Documents or the Parity applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.13. 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 or transfer control of such Possessory Collateral to (or shall cause such Possessory Collateral to be delivered or control of transferred 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 same2.09. Pending such delivery to the Applicable Possessory Collateral Agent, each other Collateral Agent Authorized Representative agrees to hold any Shared Collateral constituting Possessory Collateral Collateral, from time to time in its possession, as gratuitous bailee and/or gratuitous agent for the benefit of each other 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 ABL Facility Security Documents or Parity First Lien Security Documents, in each case case, subject to the terms and conditions of this Section 2.132.09. 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 Shared Collateral constituting Possessory Collateral as gratuitous bailee and/or gratuitous agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein. 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. Form of Permitted Pari Passu Intercreditor Agreement Existence and Amounts of Liens and Obligations 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.