Common use of Possessory or Control Collateral Agent Clause in Contracts

Possessory or Control Collateral Agent. (a) The Authorized Collateral Agent agrees to hold any Common Collateral constituting Possessory Collateral or Control 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 or sub-agent, as 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 or Control 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. Pending delivery to the Authorized Collateral Agent, each other Authorized Representative agrees to hold any Common Collateral constituting Possessory Collateral or Control Collateral, from time to time in its possession, as gratuitous bailee or sub-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 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 Authorized Collateral Agent and each other Authorized Representative under this Section 2.09 shall be limited solely to holding any Common Collateral constituting Possessory Collateral and Control Collateral as gratuitous bailee or sub-agent, as applicable, for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein. (c) In furtherance of the foregoing, each Grantor hereby grants a security interest to the Authorized Collateral Agent in the Common Collateral constituting Possessory Collateral and Control Collateral to the extent such Authorized Collateral Agent possesses or controls such Common Collateral as permitted in Section 2.09(a) for the benefit of the First Lien Secured Parties under any Series of First Lien Obligations (other than the Series of First Lien Obligations for which the Authorized Collateral Agent is the collateral agent) which have been granted a Lien on such Common Collateral possessed or controlled by the Authorized Collateral Agent.

Possessory or Control Collateral Agent. (a) The Subject to the Junior Lien Intercreditor Agreement, the Authorized Collateral Agent agrees to hold any Common Collateral constituting Possessory Collateral or Control 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 or sub-agent, as applicable, for the benefit of each other First Lien Pari Passu Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral or Control Collateral, if any, pursuant to the applicable First Lien Pari Passu Security Documents, in each case, subject to the terms and conditions of this Section 2.09. Pending delivery to the Authorized Collateral Agent, each other Authorized Representative agrees to hold any Common Collateral constituting Possessory Collateral or Control Collateral, from time to time in its possession, as gratuitous bailee or sub-agent for the benefit of each other First Lien Pari Passu 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 Pari Passu Security Documents, in each case, subject to the terms and conditions of this Section 2.09. Subject to the rights of the Authorized Collateral Agent and the other terms hereof, any Collateral Agent or Authorized Representative that holds or controls Common Collateral as gratuitous bailee and sub-agent shall be entitled to deal with the applicable Possessory Collateral or Control Collateral as if the Liens thereon of the Collateral Agent or Pari Passu Secured Parties or Series of Pari Passu Lien Obligations did not exist; provided that any proceeds arising from such Pledged Collateral or Control Collateral shall be subject to application in accordance with the terms hereof. (b) The duties or responsibilities of the Authorized Collateral Agent and each other Authorized Representative under this Section 2.09 shall be limited solely to holding any Common Collateral constituting Possessory Collateral and Control Collateral as gratuitous bailee or sub-agent, as applicable, for the benefit of each other First Lien Pari Passu Secured Party for purposes of perfecting the Lien held by such First Lien Pari Passu Secured Parties therein. (c) In furtherance The agreement of the foregoing, each Grantor hereby grants a security interest to the Authorized Collateral Agent in to act as gratuitous bailee and/or sub-agent pursuant to this Section 2.09 is intended, among other things, to satisfy the Common Collateral constituting Possessory Collateral requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-104(a)(2) and Control Collateral to the extent such Authorized Collateral Agent possesses or controls such Common Collateral as permitted in Section 2.09(a9-313(c) for the benefit of the First Lien Secured Parties under any Series of First Lien Obligations (other than the Series of First Lien Obligations for which the Authorized Collateral Agent is the collateral agent) which have been granted a Lien on such Common Collateral possessed or controlled by the Authorized Collateral AgentUCC.

Possessory or Control Collateral Agent. (a) The Authorized Term Collateral Agent agrees to hold any Common Collateral constituting Possessory Collateral or Control 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 or sub-agent, as applicable, for the benefit of each other First Lien Term Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral or Control Collateral, if any, pursuant to the applicable First Lien Term Security Documents, in each case, subject to the terms and conditions of this Section 2.09. Pending delivery to Each Non-Controlling Authorized Representative and each Collateral Agent that is not the Authorized Term Collateral Agent, each other Authorized Representative Agent agrees to hold any Common Collateral constituting Possessory Collateral or Control Collateral, from time to time in its possession, as gratuitous bailee or sub-agent for the benefit of each other First Lien Term 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 Term Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (b) The duties or responsibilities of the Authorized Term Collateral Agent, each Non-Controlling Authorized Representative and each Collateral Agent and each other that is not the Authorized Representative Term Collateral Agent under this Section 2.09 shall be limited solely to holding any Common Collateral constituting Possessory Collateral and Control Collateral as gratuitous bailee or sub-agent, as applicable, for the benefit of each other First Lien Term Secured Party for purposes of perfecting the Lien held by such First Lien Term Secured Parties therein. Nothing in the preceding sentence shall be construed to impose any duty on the Authorized Term Collateral Agent, each Non-Controlling Authorized Representative or each Collateral Agent that is not the Authorized Term Collateral Agent (or any agent or bailee acting on behalf of any of them) with respect to such Common Collateral or to provide any Term Secured Party with any rights with respect to such Common Collateral beyond those specified in this Agreement and the Term Security Documents. (c) In furtherance of the foregoing, each Grantor hereby grants a security interest to the Authorized Term Collateral Agent in the Common Collateral constituting Possessory Collateral and Control Collateral to the extent such Authorized Term Collateral Agent possesses or controls such Common Collateral as permitted in Section 2.09(a) for the benefit of the First Lien Term Secured Parties under any Series of First Lien Term Obligations (other than the Series of First Lien Term Obligations for which the Authorized Term Collateral Agent is the collateral agent) which have been granted a Lien on such Common Collateral possessed or controlled by the Authorized Term Collateral Agent. (d) Upon the occurrence of any change in the identity of the Person serving as the Authorized Term Collateral Agent, the retiring Authorized Term Collateral Agent shall (i) deliver to the successor Authorized Term Collateral Agent (and each Grantor hereby directs the Authorized Term Collateral Agent to so deliver) at the Grantors’ sole cost and expense, any Possessory Collateral evidencing or constituting such Common Collateral in its possession or control together with any necessary endorsements to the extent required by the Secured Credit Documents and (ii) in the case of any Common Collateral consisting of Control Collateral as to which the Authorized Term Collateral Agent has control (whether pursuant to an account control agreement or otherwise), the Authorized Term Collateral Agent and the applicable Grantor, at the Grantors’ sole cost and expense, shall take such actions, if any, as are required to cause control over such Common Collateral to become vested in the successor Authorized Term Collateral Agent.

Possessory or Control Collateral Agent. (a) The Authorized Revolving Credit Facility Collateral Agent agrees to hold any Common Collateral constituting Possessory Collateral or Control 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 or sub-agent, as applicable, for the benefit of each other First Lien Pari Passu Secured Party and any assignee solely for the purpose of perfecting the security interest Lien granted in such Possessory Collateral or Control Collateral, if any, pursuant to the applicable First Lien Pari Passu Security Documents, in each case, subject to the terms and conditions of this Section SECTION 2.09. Pending delivery to the Authorized Revolving Credit Facility Collateral Agent, each other Authorized Representative Term Loan Collateral Agent agrees to hold any Common Collateral constituting Possessory Collateral or Control Collateral, from time to time in its possession, as gratuitous bailee or sub-agent for the benefit of each other First Lien Pari Passu Secured Party and any assignee, solely for the purpose of perfecting the security interest Lien granted in such Possessory Collateral or Control Collateral, if any, pursuant to the applicable First Lien Pari Passu Security Documents, in each case, subject to the terms and conditions of this SECTION 2.09. If the holding of such Possessory Collateral or Control Collateral in accordance with this Section 2.09is insufficient to perfect the Lien granted in such Possessory Collateral or Control Collateral for any Pari Passu Secured Party, and there is no other way for such other Pari Passu Secured Party to perfect on such Possessory Collateral or Control Collateral, then such failure of perfection shall not constitute an Imperfection nor cause such Possessory Collateral or Control Collateral to fail to be Common Collateral for the purposes of this Agreement. (b) The Revolving Credit Facility Collateral Agent shall, upon the Discharge of the Revolving Credit Facility Obligations, transfer the possession and control of the Possessory Collateral, together with any necessary endorsements but without recourse or warranty, to the NewCo Term Loan Collateral Agent. In connection with any transfer under the foregoing sentence by the Revolving Credit Facility Collateral Agent, the Revolving Credit Facility Collateral Agent agrees to take all actions in its power as shall be necessary or reasonably requested by the NewCo Term Loan Collateral Agent to permit such Term Loan Collateral Agent to obtain, for the benefit of the Term Loan Secured Parties, a first priority Lien in the applicable Possessory Collateral. Each Grantor shall take, or cause to be taken, such further action as is reasonably required to effectuate the transfer contemplated by this paragraph (b) 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 or gross negligence (as determined in a final non-appealable judgment by a court of competent jurisdiction). (c) Notwithstanding anything to the contrary herein, the duties or responsibilities of the Authorized Revolving Credit Facility Collateral Agent and each other Authorized Representative the Term Loan Collateral Agents under this Section SECTION 2.09 shall be limited solely to holding any Common Collateral constituting Possessory Collateral and Control Collateral as gratuitous bailee or sub-agent, as applicable, for the benefit of each other First Lien Pari Passu Secured Party for purposes of perfecting the Lien held by such First Lien Pari Passu Secured Parties therein. (cd) In furtherance The agreement of the foregoing, each Grantor hereby grants a security interest to the Authorized Revolving Credit Facility Collateral Agent in to act as gratuitous bailee and/or sub-agent pursuant to this SECTION 2.09 is intended, among other things, to satisfy the Common Collateral constituting Possessory Collateral requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-104(a)(2) and Control Collateral to the extent such Authorized Collateral Agent possesses or controls such Common Collateral as permitted in Section 2.09(a9-313(c) for the benefit of the First Lien Secured Parties under any Series of First Lien Obligations (other than the Series of First Lien Obligations for which the Authorized Collateral Agent is the collateral agent) which have been granted a Lien on such Common Collateral possessed or controlled by the Authorized Collateral AgentUCC.

Possessory or Control Collateral Agent. (a) The Authorized Collateral Agent agrees to hold any Common Collateral constituting Possessory Collateral or Control Collateral that is part of the Collateral in its possession posses- sion or control (or in the possession or control of its agents or bailees) as gratuitous bailee or sub-sub- agent, as 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 or Control 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. Pending delivery to the Authorized Collateral Col- lateral Agent, each other Authorized Representative agrees to hold any Common Collateral constituting con- stituting Possessory Collateral or Control Collateral, from time to time in its possession, as gratuitous gra- tuitous bailee or sub-agent for the benefit of each other First Lien Secured Party and any assigneeas- signee, solely for the purpose of perfecting the security interest granted in such Possessory CollateralCol- lateral, if any, pursuant to the applicable 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 Authorized Collateral Agent and each other Authorized Representative under this Section 2.09 shall be limited solely to holding any Common Collateral constituting Possessory Collateral and Control Collateral as gratuitous bailee or sub-agent, as applicable, for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein. (c) In furtherance of the foregoing, each Grantor hereby grants a security interest in- terest to the Authorized Collateral Agent in the Common Collateral constituting Possessory Collateral Col- lateral and Control Collateral to the extent such Authorized Collateral Agent possesses or controls con- trols such Common Collateral as permitted in Section 2.09(a) for the benefit of the First Lien Secured Se- cured Parties under any Series of First Lien Obligations (other than the Series of First Lien Obligations Obli- gations for which the Authorized Collateral Agent is the collateral agent) which have been granted a Lien on such Common Collateral possessed or controlled by the Authorized Collateral Agent.