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

Possessory Collateral Agent as Gratuitous Bailee for Perfection. The Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold 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 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 First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time the Credit Agreement Collateral Agent is not the Applicable Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the Additional First-Lien Collateral Agent, promptly deliver all Possessory Collateral to the Additional First-Lien Collateral Agent together with any necessary endorsements (or otherwise allow the Additional First-Lien Collateral Agent to obtain control of such Possessory Collateral). The Company shall take such further action as is required 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 willful misconduct, gross negligence or bad faith.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. The Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee for the benefit of each other First-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-First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Credit Agreement Discharge of the First Lien Obligations of the Series for which the Controlling Collateral Agent is not the Applicable Collateral Agentacting, the Credit Agreement Controlling Collateral Agent shall, shall (at the request sole cost and expense of the Additional First-Lien Collateral AgentGrantors), promptly deliver all Possessory Collateral to the Additional First-Lien Controlling Collateral Agent (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements reasonably requested by the Controlling Collateral Agent (or otherwise make such other arrangements as shall be reasonably requested by the Controlling Collateral Agent to allow the Additional First-Lien Controlling Collateral Agent to obtain control of such Possessory Collateral). The Company shall take such further action as is required Pending delivery to effectuate the transfer contemplated hereby and shall indemnify Controlling Collateral Agent, each other Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee for loss or damage suffered by the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Collateral Agent as a result Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct, gross negligence or bad faiththis Section 2.09.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. The (a) Each Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold any Shared 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 for, or, as applicable, on trust 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 Security Documents or the LC Security Documents, subject to the terms and conditions of this Section 2.12. 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 Collateral Agent agrees to hold any Possessory Collateral as gratuitous bailee, or, as applicable, on trust for, for the benefit of each other First-Lien Secured Party and any assignee assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First-Lien ABL Security Documents or LC Security Documents, in each case, case subject to the terms and conditions of this Section 2.09; provided that at any time the Credit Agreement 2.12. (b) The duties or responsibilities of each Possessory Collateral Agent is not and each other Collateral Agent under this Section 2.12 shall be limited solely to holding the Applicable Possessory Collateral as gratuitous bailee, or, as applicable, on trust for, for the benefit of each Secured Party for purposes of perfecting the security interest held by the Secured Parties therein. (c) Upon the Discharge of all LC Obligations, the LC Collateral Agent shall deliver to the ABL Collateral Agent, to the Credit Agreement Collateral Agent shallextent that it is legally permitted to do so, at the request of the Additional First-Lien Collateral Agent, promptly deliver all remaining Possessory Collateral to the Additional First-Lien Collateral Agent (if any) held by it, together with any necessary endorsements (or otherwise allow the Additional First-Lien ABL Collateral Agent to obtain control of such Possessory Collateral)) or as a court of competent jurisdiction may otherwise direct. The Company Grantors shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each the Possessory Collateral Agent for loss or damage suffered by such the Possessory Collateral Agent as a result of such transfer except for loss or damage suffered by such the Possessory Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. No LC Collateral Agent shall be obligated to follow instructions from the ABL Collateral Agent in contravention of this Agreement. (d) Upon the Discharge of all ABL Obligations, the ABL Collateral Agent shall deliver to the LC 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 LC Collateral Agent to obtain control of such Possessory Collateral) or as a court of competent jurisdiction may otherwise direct. The Grantors 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 Collateral Agent shall not be obligated to follow instructions from any LC Collateral Agent in contravention of this Agreement.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold 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 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 First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time the Credit Agreement Collateral Agent is not the Applicable Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the Additional First-Lien Applicable Collateral Agent, promptly deliver all Possessory Collateral to the Additional First-Lien Applicable Collateral Agent together with any necessary endorsements (or otherwise allow the Additional First-Lien Applicable Collateral Agent to obtain control of such Possessory Collateral). The Company Borrower shall take such further action as is required 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 willful misconduct, gross negligence or bad faith. (b) The Applicable Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, 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 Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (c) The duties or responsibilities of each Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee for the benefit of each other Secured Party for purposes of perfecting the Lien held by such Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. The (a) Possessory Collateral shall be delivered to the Credit Agreement Controlling Collateral Agent and the Credit Agreement Controlling Collateral Agent agrees to hold any Shared 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 (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other First-First Lien 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-First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time the Credit Agreement a Collateral Agent is not the Applicable ceases to be Controlling Collateral AgentAgent with respect to any Possessory Collateral, the Credit Agreement such former Controlling Collateral Agent shall, at the request of the Additional First-Lien new Controlling Collateral Agent, promptly deliver all such Possessory Collateral to the Additional First-Lien such new Controlling Collateral Agent together with any necessary endorsements (or otherwise allow the Additional First-Lien such new Controlling Collateral Agent to obtain control of such Possessory Collateral). The Company Obligors shall take such further action as is required 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 willful misconduct, gross negligence or bad faithwillful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. (b) The Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) 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 First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (c) The duties or responsibilities of each Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties thereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. The (a) Possessory Collateral shall be delivered to the Credit Agreement Controlling Collateral Agent and the Credit Agreement Controlling Collateral Agent agrees to hold any Shared 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 (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other First-Lien 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-Lien Pari Security Documents, in each case, subject to the terms and conditions of this Section 2.092.10; provided that at any time the Credit Agreement a Collateral Agent is not the Applicable ceases to be Controlling Collateral AgentAgent with respect to any Possessory Collateral, the Credit Agreement such former Controlling Collateral Agent shall, at the request of the Additional First-Lien new Controlling Collateral Agent, promptly deliver all such Possessory Collateral to the Additional First-Lien such new Controlling Collateral Agent together with any necessary endorsements (or otherwise allow the Additional First-Lien such new Controlling Collateral Agent to obtain control of such Possessory Collateral). The Company Borrowers shall take such further action as is required 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 willful misconduct, gross negligence or bad faithwillful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. (b) The Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other Pari 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 Pari Security Documents, in each case, subject to the terms and conditions of this Section 2.10. (c) The duties or responsibilities of each Collateral Agent under this Section 2.10 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other Pari Secured Party for purposes of perfecting the Lien held by such Pari Secured Parties thereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold 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 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 First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time the Credit Agreement Collateral Agent is not the Applicable Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the Additional First-Lien Collateral Agent, promptly deliver all Possessory Collateral to the Additional First-Lien Collateral Agent together with any necessary endorsements (or otherwise allow the Additional First-Lien Collateral Agent to obtain control of such Possessory Collateral). The Company shall use commercially reasonable efforts to take such further action as is required 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 willful misconduct, gross negligence or bad faith. (b) The Applicable Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee 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 First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (c) The duties or responsibilities of each Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee for the benefit of each other First-Lien Secured Party for purposes of perfecting the Lien held by such First-Lien Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. The Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold 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 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 First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time the Credit Agreement Collateral Agent is not the Applicable Controlling Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the Additional First-Lien Notes Collateral Agent, promptly deliver all Possessory Collateral to the Additional First-Lien Notes Collateral Agent together with any necessary endorsements (or otherwise allow the Additional First-Lien Notes Collateral Agent to obtain control of such Possessory Collateral). The Company Borrower shall take such further action as is required 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 willful misconduct, gross negligence or bad faith.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. The Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold 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 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 First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.092.10; provided that at any time the Credit Agreement Collateral Agent is in not the Applicable Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the Additional First-Lien Collateral Agent, promptly deliver all Possessory Collateral to the Additional First-Lien Collateral Agent together with any necessary endorsements (or otherwise allow the Additional First-Lien Collateral Agent to obtain control of such Possessory Collateral). The Company shall take such further action as is required 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 willful misconduct, gross negligence or bad faith.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. The Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold (and, pending delivery of the Possessory Collateral to the Credit Agreement Collateral Agent, each other Collateral Agent agrees to hold) 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 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 First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time the Credit Agreement Collateral Agent is not the Applicable Controlling Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the Additional First-Lien Collateral Agent, promptly deliver all Possessory Collateral to the Additional First-Lien Collateral Agent together with any necessary endorsements (or otherwise allow the Additional First-Lien Collateral Agent to obtain control of such Possessory Collateral). The Company Borrowers shall take such further action as is required 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 willful misconduct, gross negligence or bad faithfaith (as determined by a court of competent jurisdiction in a final, non-appealable judgment).

Possessory Collateral Agent as Gratuitous Bailee for Perfection. The Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee 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 First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time the Credit Agreement Collateral Agent is not the Applicable Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the Additional First-Lien Collateral Agent, shall promptly deliver all Possessory Collateral to the Additional First-Lien Collateral Agent together with any necessary endorsements (or otherwise allow the Additional First-Lien Collateral Agent to obtain control of such Possessory Collateral). The Company Borrower shall take such further action as is required 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 willful misconduct, misconduct or gross negligence or bad faithnegligence.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. The Possessory Collateral shall be delivered to the Credit Agreement Controlling Collateral Agent and the Credit Agreement Controlling Collateral Agent agrees to hold any Shared 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 (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9- 313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other First-First Lien 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-First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.092.10; provided that at any time the Credit Agreement a Collateral Agent is not the Applicable ceases to be Controlling Collateral AgentAgent with respect to any Possessory Collateral, the Credit Agreement such former Controlling Collateral Agent shall, at the request of the Additional First-Lien new Controlling Collateral Agent, promptly deliver all such Possessory Collateral to the Additional First-Lien such new Controlling Collateral Agent together with any necessary endorsements (or otherwise allow the Additional First-Lien such new Controlling Collateral Agent to obtain control of such Possessory Collateral). The Company Borrower shall take such further action as is required 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 willful misconduct, gross negligence or bad faithwillful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. The Possessory Collateral shall be delivered delivered, or control thereof transferred, to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold (and, pending delivery or transfer of control of the Control Collateral to the Credit Agreement Collateral Agent, each other Collateral Agent agrees to hold) 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 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 First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time the Credit Agreement Collateral Agent is not the Applicable Controlling Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the Additional First-Lien Controlling Collateral Agent or Credit Agreement Collateral Agent, promptly deliver or transfer control of all Possessory Collateral in its possession to the Additional First-Lien Controlling Collateral Agent together with any necessary endorsements in its possession (or otherwise allow the Additional First-Lien Controlling Collateral Agent to obtain possession or control of such Possessory Collateral). The Company Borrowers shall take such further action as is required 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 willful misconduct, gross negligence or bad faith.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. The Possessory Collateral shall be delivered to the Credit Agreement Controlling Collateral Agent and the Credit Agreement Controlling Collateral Agent agrees to hold any Shared 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 (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other First-Lien 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-Lien Pari Security Documents, in each case, subject to the terms and conditions of this Section 2.092.10; provided that at any time the Credit Agreement a Collateral Agent is not the Applicable ceases to be Controlling Collateral AgentAgent with respect to any Possessory Collateral, the Credit Agreement such former Controlling Collateral Agent shall, at the request of the Additional First-Lien new Controlling Collateral Agent, promptly deliver all such Possessory Collateral to the Additional First-Lien such new Controlling Collateral Agent together with any necessary endorsements (or otherwise allow the Additional First-Lien such new Controlling Collateral Agent to obtain control of such Possessory Collateral). The Company Borrowers shall take such further action as is required 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 willful misconduct, gross negligence or bad faithwillful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. The Possessory Collateral shall be delivered to the Revolving Credit Agreement Collateral Agent and the Revolving Credit Agreement Collateral Agent agrees to hold 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 for the benefit of each other First-Lien Pari Debt 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-Lien Security Pari Debt Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time the Revolving Credit Agreement Collateral Agent is not the Applicable Collateral AgentAgent (including as a result of the occurrence of a Non-Controlling Collateral Agent Enforcement Date), the Revolving Credit Agreement Collateral Agent shall, at the request of the Additional First-Lien Applicable Collateral Agent, promptly deliver all Possessory Collateral to the Additional First-Lien Applicable Collateral Agent together with any necessary endorsements (or otherwise allow the applicable Additional First-Lien Collateral Pari Debt Agent to obtain control of such Possessory Collateral). The Company Borrower shall take such further action as is required 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 willful misconduct, gross negligence or bad faith.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. The Possessory Collateral shall be delivered to the Credit Agreement Controlling Collateral Agent therefor and the Credit Agreement each Controlling Collateral Agent agrees to hold any Shared 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 for the benefit of each other First-First Lien 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-First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time the Credit Agreement a Controlling Collateral Agent is not the Applicable ceases to be Controlling Collateral AgentAgent with respect to any Possessory Collateral, the Credit Agreement such former Controlling Collateral Agent shall, at the request of the Additional First-Lien new Controlling Collateral Agent, promptly deliver all such Possessory Collateral to the Additional First-Lien such new Controlling Collateral Agent together with any necessary endorsements (or otherwise allow the Additional First-Lien such new Controlling Collateral Agent to obtain control of such Possessory Collateral). The Company Borrowers shall take such further action as is required 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 their own willful misconduct, gross negligence or bad faithwillful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. The Possessory Collateral shall be delivered to the Credit Agreement Controlling Collateral Agent and the Credit Agreement Controlling Collateral Agent agrees to hold any Shared 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 (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the UCC, to the extent applicable) for the benefit of each other First-Lien 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-Lien Pari Security Documents, in each case, subject to the terms and conditions of this Section 2.092.10; provided that at any time the Credit Agreement a Collateral Agent is not the Applicable ceases to be Controlling Collateral AgentAgent with respect to any Possessory Collateral, the Credit Agreement such former Controlling Collateral Agent shall, at the request of the Additional First-Lien new Controlling Collateral Agent, promptly deliver all such Possessory Collateral to the Additional First-Lien such new Controlling Collateral Agent together with any necessary endorsements (or otherwise allow the Additional First-Lien such new Controlling Collateral Agent to obtain control of such Possessory Collateral). The Company Borrower shall take such further action as is required 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 willful misconduct, gross negligence or bad faithwillful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. The Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold 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 for the benefit of each other First-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-First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time the Credit Agreement Collateral Agent is not the Applicable Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the Additional First-Lien Applicable Collateral Agent, promptly deliver all Possessory Collateral to the Additional First-Lien Applicable Collateral Agent together with any necessary endorsements (or otherwise allow the Additional First-Lien Applicable Collateral Agent to obtain control of such Possessory Collateral). The Company Borrower shall take such further action as is required 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 willful misconduct, misconduct or gross negligence or bad faithnegligence.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. The Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold (and, pending delivery of the Possessory Collateral to the Credit Agreement Collateral Agent, each other Collateral Agent agrees to hold) 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 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 First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time the Credit Agreement Collateral Agent is not the Applicable Controlling Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the Additional First-Lien Collateral Agent, promptly deliver all Possessory Collateral to the Additional First-Lien Collateral Agent together with any necessary endorsements (or otherwise allow the Additional First-Lien Collateral Agent to obtain control of such Possessory Collateral). The Company Borrower shall take such further action as is required 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 willful misconduct, gross negligence or bad faithfaith (as determined by a court of competent jurisdiction in a final, non-appealable judgment).

Possessory Collateral Agent as Gratuitous Bailee for Perfection. The Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold 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 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 First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time the Credit Agreement Collateral Agent is not the Applicable Controlling Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the Additional First-Lien Notes Collateral Agent, promptly deliver all Possessory Collateral to the Additional First-Lien Notes Collateral Agent together with any necessary endorsements (or otherwise allow the Additional First-Lien Notes Collateral Agent to obtain control of such Possessory Collateral). The Company Parent Borrower shall take such further action as is required 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 willful misconduct, gross negligence or bad faith.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. The Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold 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 on behalf of and for the benefit of each other First-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-First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time the Credit Agreement Collateral Agent is not the Applicable Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the Additional First-Lien Applicable Collateral Agent, promptly deliver all Possessory Collateral to the Additional First-Lien Applicable Collateral Agent together with any necessary endorsements (or otherwise allow the Additional First-Lien Applicable Collateral Agent to obtain control of such Possessory Collateral). The Company Borrower shall take such further action as is required 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 willful misconduct, misconduct or gross negligence or bad faithnegligence.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. The Each Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold any Shared 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 for, or, as applicable, on trust 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 Notes Security Documents or the LC Security Documents, subject to the terms and conditions of this Section 2.12. 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 Collateral Agent agrees to hold any Possessory Collateral as gratuitous bailee, or, as applicable, on trust for, for the benefit of each other First-Lien Secured Party and any assignee assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First-Lien Notes Security Documents or LC Security Documents, in each case, case subject to the terms and conditions of this Section 2.09; provided that at any time the Credit Agreement Collateral Agent is not the Applicable Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the Additional First-Lien Collateral Agent, promptly deliver all Possessory Collateral to the Additional First-Lien Collateral Agent together with any necessary endorsements (or otherwise allow the Additional First-Lien Collateral Agent to obtain control of such Possessory Collateral). The Company shall take such further action as is required 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 willful misconduct, gross negligence or bad faith2.12.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. The Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold (and, pending delivery of the Possessory Collateral to the Credit Agreement Collateral Agent, each other Collateral Agent agrees to hold) 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 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 First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time the Credit Agreement Collateral Agent is not the Applicable Controlling Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the Additional First-Lien Collateral Agent, promptly deliver all Possessory Collateral to the Additional First-Lien Collateral Agent together with any necessary endorsements (or otherwise allow the Additional First-Lien Collateral Agent to obtain control of such Possessory Collateral). The Company Borrower shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each Collateral Col-lateralCollateral 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 willful misconduct, gross negligence or bad faithfaith (as determined by a court of competent jurisdiction in a final, non-appealable judgment).

Possessory Collateral Agent as Gratuitous Bailee for Perfection. The Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold 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 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 First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time the Credit Agreement Collateral Agent is not the Applicable Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the Additional First-Lien Applicable Collateral Agent, promptly deliver all Possessory Collateral to the Additional First-Lien Applicable Collateral Agent together with any necessary endorsements (or otherwise allow the Additional First-Lien Applicable Collateral Agent to obtain control of such Possessory Collateral). The Company Borrower shall take such further action as is required 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 willful misconduct, gross negligence or bad faith.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. The Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold 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 for the benefit of each other First-Lien Pari Debt 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-Lien Security Pari Debt Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time the Credit Agreement Collateral Agent is not the Applicable Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the Additional First-Lien Collateral Applicable Pari Debt Agent, promptly deliver all Possessory Collateral to the Additional First-Lien Collateral Applicable Pari Debt Agent together with any necessary endorsements (or otherwise allow the Additional First-Lien Collateral Applicable Pari Debt Agent to obtain control of such Possessory Collateral). The Company Each Borrower shall take such further action as is required 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 willful misconduct, gross negligence or bad faithfaith as determined by a final non-appealable judgment of a court of competent jurisdiction.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. The Possessory Collateral shall be delivered to the First Lien Credit Agreement Collateral Agent and the First Lien Credit Agreement Collateral Agent agrees to hold 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 for the benefit of each other First-First Lien 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-First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time the First Lien Credit Agreement Collateral Agent is not the Applicable Controlling Collateral Agent, the First Lien Credit Agreement Collateral Agent shallshall (at the sole cost and expense of the Grantors), at the request of the Additional First-First Lien Collateral Agent that is the Controlling Collateral Agent, promptly deliver all Possessory Collateral to the such Additional First-First Lien Collateral Agent together with any necessary endorsements (or otherwise allow the such Additional First-First Lien Collateral Agent to obtain control of such Possessory Collateral). The Company Borrowers and the other Grantors shall take such further action as is required 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 willful misconduct, gross negligence or bad faithfaith (as determined by a court of competent jurisdiction in a final, non-appealable judgment).

Possessory Collateral Agent as Gratuitous Bailee for Perfection. The Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold 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 for the benefit of each other First-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-First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time the Credit Agreement Collateral Agent is not the Applicable Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the Additional First-Lien Collateral AgentApplicable Authorized Representative, promptly deliver all Possessory Collateral to the Additional First-Lien Applicable Collateral Agent together with any necessary endorsements (or otherwise allow the Additional First-Lien Applicable Collateral Agent to obtain control of such Possessory Collateral). The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each if reasonably requested by the Applicable 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 willful misconduct, gross negligence or bad faithAgent.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. The Possessory Collateral shall be delivered to the Credit Agreement Collateral Administrative Agent and the Credit Agreement Collateral Administrative Agent agrees to hold 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 for the benefit of and on behalf of each other First-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-First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time the Credit Agreement Collateral Administrative Agent is not the Applicable Collateral Agent, the Credit Agreement Collateral Administrative Agent shall, at the request of the Additional First-Lien Applicable Collateral Agent, promptly deliver all Possessory Collateral to the Additional First-Lien Applicable Collateral Agent together with any necessary endorsements (or otherwise allow the Additional First-Lien Applicable Collateral Agent to obtain control of such Possessory Collateral). The Company shall take such further action as is required 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 willful misconduct, misconduct or gross negligence or bad faithas determined by a final, non-appealable judgment of a court of competent jurisdiction.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. The Possessory Collateral shall be delivered to the Credit Agreement Collateral Term Loan Agent and the Credit Agreement Collateral Term Loan Agent agrees to hold 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 for the benefit of each other First-Lien Pari Term Loan Debt 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-Lien Security Pari Term Loan Debt Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time the Credit Agreement Collateral Term Loan Agent is not the Applicable Collateral Agent, the Credit Agreement Collateral Term Loan Agent shall, at the request of the Additional First-Lien Collateral Pari Term Loan Debt Agent, promptly deliver all Possessory Collateral to the Additional First-Lien Collateral Pari Term Loan Debt Agent together with any necessary endorsements (or otherwise allow the Additional First-Lien Collateral Pari Term Loan Debt Agent to obtain control of such Possessory Collateral). The Company Borrower shall take such further action as is required 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 willful misconduct, gross negligence or bad faith.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. The Possessory Collateral shall be delivered to the [Credit Agreement Agreement] Collateral Agent and the [Credit Agreement Agreement] Collateral Agent agrees to hold 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 for the benefit of each other First-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-First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; [provided that at any time the Credit Agreement Collateral Agent is not the Applicable Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the Additional First-First Lien Collateral Agent, promptly deliver all Possessory Collateral to the Additional First-First Lien Collateral Agent together with any necessary endorsements (or otherwise allow the Additional First-First Lien Collateral Agent to obtain control of such Possessory Collateral). .] The Company Borrower shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each [each][the] 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 willful misconduct, gross negligence or bad faith.