Common use of Transfer of Pledged or Controlled Collateral Clause in Contracts

Transfer of Pledged or Controlled Collateral. (a) Upon the Discharge of Senior-Priority Debt, to the extent permitted under applicable Law, the Senior-Priority Collateral Agents shall, together with any necessary endorsements but without recourse, representation or warranty, transfer the possession and control of the Pledged or Controlled Collateral, if any, then in its possession or control to the Designated Junior-Priority Collateral Agents except in the event and to the extent that (a) any Senior-Priority Collateral Agent or any other Senior-Priority Secured Party has retained or otherwise acquired such Collateral in full or partial satisfaction of any of the Senior-Priority Debt, (b) such Collateral is sold or otherwise disposed of by any Senior-Priority Collateral Agent or any other Senior-Priority Secured Party or by a Grantor as provided in this Agreement or (c) it is otherwise required by any order of any court or other Governmental Authority or applicable Law or would result in the risk of liability of any Senior-Priority Secured Party to any third party. The foregoing provision shall not impose on any Senior-Priority Collateral Agent or any other Senior-Priority Secured Party any obligations which would conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or other Governmental Authority or any applicable Law. In connection with any transfer described herein to any Junior-Priority Collateral Agent, as applicable, and upon the Discharge of Senior-Priority Debt (so long as the Discharge of Junior-Priority Debt has not occurred), each Senior-Priority Collateral Agent agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be paid by the Borrower) as shall be reasonably requested by any Junior-Priority Collateral Agent acting at the direction of the requisite number of Junior-Priority Holders with respect to which such Junior-Priority Collateral Agent is acting as Agent in accordance with the applicable Junior-Priority Documents to permit such Junior-Priority Collateral Agent to obtain, for the benefit of the applicable Junior-Priority Secured Parties, a first priority security interest in the Pledged or Controlled Collateral (subject, in the case of any ABL Priority Collateral, to the terms of the ABL Intercreditor Agreement and subject to other Liens permitted by the Junior-Priority Documents).

Transfer of Pledged or Controlled Collateral. (a) Upon the Discharge of Senior-Priority Debt, to the extent permitted under applicable Lawlaw, the Senior-Priority ABL Intercreditor Agreement, if applicable, and the Pari Passu Lien Documents the First Lien Debt Collateral Agents shall, together with any necessary endorsements but without recourse, representation or warranty, transfer the possession and control of the Pledged or Controlled Collateral, if any, then in its possession or control to the Designated Junior-Priority Pari Passu Lien Collateral Agents Agent except in the event and to the extent that (ai) any Senior-Priority First Lien Debt Collateral Agent or any other Senior-Priority Secured Party First Lien Debt Claimholder has retained or otherwise acquired such Collateral in full or partial satisfaction of any of the Senior-Priority First Lien Debt, (bii) such Collateral is sold or otherwise disposed of by any Senior-Priority First Lien Debt Collateral Agent or any other Senior-Priority Secured Party First Lien Debt Claimholder or by a Grantor as provided in this Agreement or (ciii) it is otherwise required by any order of any court or other Governmental Authority or applicable Law law or would result in the risk of liability of any Senior-Priority Secured Party First Lien Debt Claimholder to any third party. The foregoing provision shall not impose on any Senior-Priority First Lien Debt Collateral Agent or any other Senior-Priority Secured Party First Lien Debt Claimholder any obligations which would conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or other Governmental Authority or any applicable Lawlaw. In connection with any transfer described herein to any Junior-Priority the Designated Pari Passu Lien Collateral Agent, as applicable, and upon the Discharge of Senior-Priority Debt (so long as the Discharge of Junior-Priority Debt Pari Passu Lien Obligations has not occurred), each Senior-Priority First Lien Debt Collateral Agent agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be paid by the BorrowerCompany) as shall be reasonably requested by any Junior-Priority the Designated Pari Passu Lien Collateral Agent acting at the direction of the requisite number of Junior-Priority Holders with respect to which such Junior-Priority Collateral Agent is acting as Agent in accordance with the applicable Junior-Priority Pari Passu Lien Documents to permit such Junior-Priority the Designated Pari Passu Lien Collateral Agent to obtain, for the benefit of the applicable Junior-Priority Secured PartiesPari Passu Lien Claimholders, a first first-priority security interest in the Pledged or Controlled Collateral (subject, in the case of any ABL Priority Collateral, to the terms of the ABL Intercreditor Agreement and subject to other Liens permitted by the Junior-Priority Pari Passu Lien Documents).