Common use of Bailees for Perfection Clause in Contracts

Bailees for Perfection. (a) Each Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Collateral Agent, the collateral agent for the ABL Secured Parties under the ABL Documents or, in the case of the Term Collateral Agent, the collateral agent for the Term Loan Secured Parties under the Term Loan Documents and (ii) gratuitous bailee and agent for the benefit and on behalf of the other Agent (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-104(a) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under the ABL Documents and the Term Loan Documents (including, without limitation, perfecting by possession, delivery or control), respectively, subject to the terms and conditions of this Section 5.4. The Term Collateral Agent and the Term Loan Secured Parties hereby appoint the ABL Collateral Agent as their agent for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company and the Subsidiaries. The ABL Collateral Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the Term Collateral Agent and the other Term Loan Secured Parties under each control agreement and that any Proceeds received by the ABL Collateral Agent under any control agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants a security interest in the Pledged Collateral to the ABL Collateral Agent for the benefit of the Term Loan Secured Parties.

Bailees for Perfection. (a) Each The ABL Agent agrees and the Collateral Agent, as the case may be, each agree to hold that part of the Collateral (other than the ABL Exclusive Real Property, the Noteholder Exclusive Real Property and the Rule 3-16 Capital Stock) that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, Collateral being the “Pledged Collateral”) as (i) in the case of the ABL Collateral Agent, the collateral agent for the ABL Secured Parties under and Note Claimholders, as the case may be, and as bailee for the ABL Documents or, in Agent or the case of the Term Collateral Agent, as the collateral agent for the Term Loan Secured Parties under the Term Loan Documents and (ii) gratuitous bailee and agent for the benefit and on behalf of the other Agent case may be (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-104(a) and 9-313(c) of the UCC) and any assignee ), solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the Term Loan Documents (includingNoteholder Documents, without limitation, perfecting by possession, delivery or control), respectivelyas applicable, subject to the terms and conditions of this Section 5.4. The Term Collateral Agent and Solely with respect to any Deposit Accounts under the Term Loan Secured Parties hereby appoint control (within the meaning of Section 9-104 of the UCC) of the ABL Collateral Agent, the ABL Agent agrees to also hold control over such Deposit Accounts as their gratuitous agent for the purposes Collateral Agent, subject to the terms and conditions of perfecting their security interest in all this Section 5.4. Solely with respect to any Deposit Accounts and Securities Accounts under the control (within the meaning of Section 9-104 of the Company and UCC) of the Subsidiaries. The ABL Collateral Agent, the Collateral Agent hereby accepts agrees to also hold control over such appointment and acknowledges and agrees that it shall act Deposit Accounts as gratuitous agent for the benefit of the Term Collateral Agent and the other Term Loan Secured Parties under each control agreement and that any Proceeds received by the ABL Collateral Agent under any control agreement shall be applied in accordance with Article IV. In furtherance of the foregoingAgent, each Grantor hereby grants a security interest in the Pledged Collateral subject to the ABL Collateral Agent for the benefit terms and conditions of the Term Loan Secured Partiesthis Section 5.4.

Bailees for Perfection. (a) Each Agent agrees The ABL Agent, the Collateral Trustee and each Priority Lien Representative, as the case may be, agree to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, Collateral being the “Pledged Collateral”) as (i) in the case of the ABL Collateral Agent, the collateral agent for the ABL Secured Parties under Claimholders and Priority Lien Claimholders, as the case may be, and as bailee for the ABL Documents orAgent, in Collateral Trustee or Priority Lien Representative, as the case of the Term Collateral Agent, the collateral agent for the Term Loan Secured Parties under the Term Loan Documents and (ii) gratuitous bailee and agent for the benefit and on behalf of the other Agent may be (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-104(a) and 9-313(c-313(c) of the UCC) and any assignee ), solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the Term Loan Documents (includingPriority Lien Documents, without limitation, perfecting by possession, delivery or control), respectivelyas applicable, subject to the terms and conditions of this Section 5.4. The Term Collateral Agent and Solely with respect to any Deposit Accounts under the Term Loan Secured Parties hereby appoint control (within the meaning of Section 9-104 of the UCC) of the ABL Collateral Agent, the ABL Agent agrees to also hold control over such Deposit Accounts as their gratuitous agent for the purposes Collateral Trustee, subject to the terms and conditions of perfecting their security interest in all this Section 5.4. Solely with respect to any Deposit Accounts and Securities Accounts under the control (within the meaning of Section 9-104 of the Company and UCC) of the Subsidiaries. The ABL Collateral Agent hereby accepts Trustee, the Collateral Trustee agrees to also hold control over such appointment and acknowledges and agrees that it shall act Deposit Accounts as gratuitous agent for the benefit of the Term Collateral Agent and the other Term Loan Secured Parties under each control agreement and that any Proceeds received by the ABL Collateral Agent under any control agreement shall be applied in accordance with Article IV. In furtherance of the foregoingAgent, each Grantor hereby grants a security interest in the Pledged Collateral subject to the ABL Collateral Agent for the benefit terms and conditions of the Term Loan Secured Partiesthis Section 5.4.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the Collateral that is in its possession "possession" or control "control" (as defined in the PPSA, UCC, and/or the STA, as applicable) (or in the possession or control of its agents agents, nominees or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, being the “"Pledged Collateral”") as (i) in the case of the ABL Collateral Bank Agent, the collateral agent for the ABL Secured Parties Bank Claimholders under the ABL Bank Loan Documents or, in the case of the Term Collateral Note Agent, the collateral agent for the Term Loan Secured Parties Note Claimholders under the Term Loan Note Documents and (ii) gratuitous bailee and agent for the benefit and on behalf of the other Agent (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), Section 8-301(a)(2), 9-104(a) and 9-313(c) of the UCC, to the extent applicable) and gratuitous holder and agent (such capacity being intended, among other things, to satisfy the requirements of Section 68(1)(b) of the STA) and any assignee solely for the purpose of perfecting the security interest granted under the ABL Bank Loan Documents and the Term Loan Documents (including, without limitation, perfecting by possession, delivery or control)Note Documents, respectively, subject to the terms and conditions of this Section 5.4. The Term Collateral Note Agent and the Term Loan Secured Parties Note Claimholders hereby appoint the ABL Collateral Bank Agent as their agent for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company and the SubsidiariesGrantors. The ABL Collateral Bank Agent hereby xxxxxx accepts such appointment and acknowledges and agrees that it shall act for the benefit of the Term Collateral Note Agent and the other Term Loan Secured Parties Note Claimholders under each control agreement Account Agreement and that any Proceeds received by the ABL Collateral Bank Agent under any control agreement Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the ABL Collateral Note Agent for the benefit of the Term Loan Secured PartiesBank Claimholders and (y) a security interest in the Pledged Collateral to the Bank Agent for the benefit of the Note Claimholders.

Bailees for Perfection. (a) Each Agent agrees The ABL Agent, the Collateral Trustee and each Secured Debt Representative, as the case may be, agree to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, Collateral being the “Pledged Collateral”) as (i) in the case of the ABL Collateral Agent, the collateral agent for the ABL Claimholders and Secured Parties under Debt Claimholders, as the case may be, and as bailee for the ABL Documents orAgent, in Collateral Trustee or Secured Debt Representative, as the case of the Term Collateral Agent, the collateral agent for the Term Loan Secured Parties under the Term Loan Documents and (ii) gratuitous bailee and agent for the benefit and on behalf of the other Agent may be (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-104(a) and 9-313(c) of the UCC) and any assignee ), solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the Term Loan Documents (includingSecured Debt Documents, without limitation, perfecting by possession, delivery or control), respectivelyas applicable, subject to the terms and conditions of this Section 5.4. The Term Collateral Agent and Solely with respect to any Deposit Accounts under the Term Loan Secured Parties hereby appoint control (within the meaning of Section 9-104 of the UCC) of the ABL Collateral Agent, the ABL Agent agrees to also hold control over such Deposit Accounts as their gratuitous agent for the purposes Collateral Trustee, subject to the terms and conditions of perfecting their security interest in all this Section 5.4. Solely with respect to any Deposit Accounts and Securities Accounts under the control (within the meaning of Section 9-104 of the Company and UCC) of the Subsidiaries. The ABL Collateral Agent hereby accepts Trustee, the Collateral Trustee agrees to also hold control over such appointment and acknowledges and agrees that it shall act Deposit Accounts as gratuitous agent for the benefit of the Term Collateral Agent and the other Term Loan Secured Parties under each control agreement and that any Proceeds received by the ABL Collateral Agent under any control agreement shall be applied in accordance with Article IV. In furtherance of the foregoingAgent, each Grantor hereby grants a security interest in the Pledged Collateral subject to the ABL Collateral Agent for the benefit terms and conditions of the Term Loan Secured Partiesthis Section 5.4.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the Collateral that is in its possession "possession" or control "control" (as defined in the PPSA, UCC, and/or the STA, as applicable) (or in the possession or control of its agents agents, nominees or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, being the “"Pledged Collateral”") as (i) in the case of the ABL Collateral Bank Agent, the collateral agent for the ABL Secured Parties Bank Claimholders under the ABL Bank Loan Documents or, in the case of the Term Collateral Note Agent, the collateral agent for the Term Loan Secured Parties Note Claimholders under the Term Loan Note Documents and (ii) gratuitous bailee and agent for the benefit and on behalf of the other Agent (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), Section 8-301(a)(2), 9-104(a) and 9-313(c) of the UCC, to the extent applicable) and gratuitous holder and agent (such capacity being intended, among other things, to satisfy the requirements of Section 68(1)(b) of the STA) and any assignee solely for the purpose of perfecting the security interest granted under the ABL Bank Loan Documents and the Term Loan Documents (including, without limitation, perfecting by possession, delivery or control)Note Documents, respectively, subject to the terms and conditions of this Section 5.4. The Term Collateral Note Agent and the Term Loan Secured Parties Note Claimholders hereby appoint the ABL Collateral Bank Agent as their agent for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company and the SubsidiariesGrantors. The ABL Collateral Bank Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the Term Collateral Note Agent and the other Term Loan Secured Parties Note Claimholders under each control agreement Account Agreement and that any Proceeds received by the ABL Collateral Bank Agent under any control agreement Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the ABL Collateral Note Agent for the benefit of the Term Loan Secured PartiesBank Claimholders and (y) a security interest in the Pledged Collateral to the Bank Agent for the benefit of the Note Claimholders.

Bailees for Perfection. (a) Each Except as provided in Section 2.5, each Collateral Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such Collateral, which shall includeother than, without limitationfor the avoidance of doubt, Deposit Accounts, Securities Accounts any Italian and Capital Mexican Foreign Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Collateral Agent, the collateral agent for the ABL Secured Parties under the ABL Documents or, in the case of the Term Collateral Agent, the collateral agent for Revolving Credit Claimholders or the Term Loan Secured Parties under Claimholders, as the Term Loan Documents case may be, and (ii) gratuitous as bailee and agent for the benefit and on behalf of the other Agent Collateral Agents (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-104(a) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under the ABL Revolving Credit Documents and the Term Loan Documents (including, without limitation, perfecting by possession, delivery or control)Documents, respectively, subject to the terms and conditions of this Section 5.4. The Term Collateral Agent and the Term Loan Secured Parties hereby appoint the ABL Collateral Agent as their agent for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company and the Subsidiaries. The ABL Collateral Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the Term Collateral Agent and the other Term Loan Secured Parties under each control agreement and that any Proceeds received by the ABL Collateral Agent under any control agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, the Revolving Credit Collateral Agent agrees to act as agent for the benefit and on behalf of the Term Loan Collateral Agents and Term Loan Claimholders under each Grantor hereby grants a control agreement (including any such control agreement in effect on the date hereof) entered into pursuant to the Revolving Documents, solely for the purposes of perfecting the Lien and security interest in the Pledged Collateral to the ABL of each Term Loan Collateral Agent for the benefit of the applicable Term Loan Secured PartiesClaimholders in all Deposit Accounts, Securities Accounts and commodity accounts subject to such control agreements.

Bailees for Perfection. (a) Each The ABL Agent agrees and each Priority Lien Debt Collateral Agent, as the case may be, agree to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, Collateral being the “Pledged Collateral”) as (i) in the case of the ABL Collateral Agent, the collateral agent for the ABL Secured Parties under Claimholders and Priority Lien Claimholders, as the case may be, and as bailee for the ABL Documents orAgent or Priority Lien Debt Collateral Agents, in as the case of the Term Collateral Agent, the collateral agent for the Term Loan Secured Parties under the Term Loan Documents and (ii) gratuitous bailee and agent for the benefit and on behalf of the other Agent may be (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-104(a) and 9-313(c) of the UCC) and any assignee ), solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the Term Loan Documents (includingPriority Lien Documents, without limitation, perfecting by possession, delivery or control), respectivelyas applicable, subject to the terms and conditions of this Section 5.4. The Term Collateral Agent and Solely with respect to any Deposit Accounts under the Term Loan Secured Parties hereby appoint control (within the meaning of Section 9-104 of the UCC) of the ABL Collateral Agent, the ABL Agent agrees to also hold control over such Deposit Accounts as their gratuitous agent for the purposes Controlling Priority Lien Collateral Agent, subject to the terms and conditions of perfecting their security interest in all this Section 5.4. Solely with respect to any Deposit Accounts and Securities Accounts under the control (within the meaning of Section 9-104 of the Company and the Subsidiaries. The ABL UCC) of any Priority Lien Debt Collateral Agent, such Priority Lien Debt Collateral Agent hereby accepts agrees to also hold control over such appointment and acknowledges and agrees that it shall act Deposit Accounts as gratuitous agent for the benefit of the Term Collateral Agent and the other Term Loan Secured Parties under each control agreement and that any Proceeds received by the ABL Collateral Agent under any control agreement shall be applied in accordance with Article IV. In furtherance of the foregoingAgent, each Grantor hereby grants a security interest in the Pledged Collateral subject to the ABL Collateral Agent for the benefit terms and conditions of the Term Loan Secured Partiesthis Section 5.4.

Bailees for Perfection. (a) Each Agent agrees The ABL Agent, the Collateral Trustee and each Priority Lien Representative, as the case may be, agree to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, Collateral being the “Pledged Collateral”) as (i) in the case of the ABL Collateral Agent, the collateral agent for the ABL Secured Parties under Claimholders and Priority Lien Claimholders, as the case may be, and as bailee for the ABL Documents orAgent, in Collateral Trustee or Priority Lien Representative, as the case of the Term Collateral Agent, the collateral agent for the Term Loan Secured Parties under the Term Loan Documents and (ii) gratuitous bailee and agent for the benefit and on behalf of the other Agent may be (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-104(a) and 9-313(c) of the UCC) and any assignee ), solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the Term Loan Documents (includingPriority Lien Documents, without limitation, perfecting by possession, delivery or control), respectivelyas applicable, subject to the terms and conditions of this Section 5.4. The Term Collateral Agent and Solely with respect to any Deposit Accounts under the Term Loan Secured Parties hereby appoint control (within the meaning of Section 9-104 of the UCC) of the ABL Collateral Agent, the ABL Agent agrees to also hold control over such Deposit Accounts as their gratuitous agent for the purposes Collateral Trustee, subject to the terms and conditions of perfecting their security interest in all this Section 5.4. Solely with respect to any Deposit Accounts and Securities Accounts under the control (within the meaning of Section 9-104 of the Company and UCC) of the Subsidiaries. The ABL Collateral Agent hereby accepts Trustee, the Collateral Trustee agrees to also hold control over such appointment and acknowledges and agrees that it shall act Deposit Accounts as gratuitous agent for the benefit of the Term Collateral Agent and the other Term Loan Secured Parties under each control agreement and that any Proceeds received by the ABL Collateral Agent under any control agreement shall be applied in accordance with Article IV. In furtherance of the foregoingAgent, each Grantor hereby grants a security interest in the Pledged Collateral subject to the ABL Collateral Agent for the benefit terms and conditions of the Term Loan Secured Partiesthis Section 5.4.