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

Collateral Agent as Gratuitous Bailee for Perfection. (a) The Possessory or Controlled Collateral shall be delivered, or control therein shall be granted, as applicable, to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold, or control, as applicable, any Shared Collateral constituting Possessory or Controlled 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 Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory or Controlled Collateral, if any, pursuant to the applicable 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 Applicable Collateral Agent, promptly deliver all Possessory or Controlled Collateral to the Applicable Collateral Agent together with any necessary endorsements (or otherwise allow the Applicable Collateral Agent to obtain control of such Possessory or Controlled 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 (in each case, as determined by a court of competent jurisdiction in a final, non-appealable judgment). (b) The Applicable Collateral Agent agrees to hold any Shared Collateral constituting Possessory or Controlled Collateral, from time to time in its possession or control, 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 or Controlled 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 or Controlled Collateral as gratuitous bailee for the benefit of each other Secured Party for purposes of perfecting the Lien held by such Secured Parties thereon.

Collateral Agent as Gratuitous Bailee for Perfection. (a) The Possessory or Controlled Collateral shall be delivered, or control therein shall be granted, as applicable, to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold, or control, as applicable, any Shared Collateral constituting Possessory or Controlled hold the Pledged 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 Secured Party Junior First Lien Collateral Agent and any assignee solely for the purpose of perfecting the security interest granted in such Possessory or Controlled Collateral, if any, Pledged Collateral pursuant to the applicable Security Junior First Lien Collateral Documents, in each case, subject to the terms and conditions of this Section 2.09; 20. (b) The Collateral Agent agrees to hold the Deposit Account Collateral that is part of the Collateral and controlled by the Collateral Agent as gratuitous bailee for the Junior First Lien Collateral Agent and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Junior First Lien Collateral Documents, subject to the terms and conditions of this Section 20. (c) In the event that the Collateral Agent (or its agent or bailees) has Lien filings against Intellectual Property that is part of the Collateral that are necessary for the perfection of Liens in such Collateral, the Collateral Agent agrees to hold such Liens as gratuitous bailee for the Junior First Lien Collateral Agent and any assignee solely for the purpose of perfecting the security interest granted in such Liens pursuant to the Junior First Lien Collateral Documents, subject to the terms and conditions of this Section 20. (d) Except as otherwise specifically provided that at any time herein, until the Senior First Lien Obligations have been repaid in full in cash in accordance with the terms thereof and all letters of credit issued and commitments to extend credit under the Bank Credit Agreement have been terminated, the Collateral Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior First Lien Collateral Documents as if the Liens under the Junior First Lien Collateral Documents did not exist. The rights of the Junior First Lien Collateral Agent and the Junior First Lien Creditors with respect to such Pledged Collateral shall at all times be subject to the terms of this Agreement. (e) The Collateral Agent shall have no obligation whatsoever to the Junior First Lien Collateral Agent or any Junior First Lien Creditor to assure that the Pledged Collateral is genuine or owned by the applicable U.S. Credit Parties or to protect or preserve rights or benefits of any Person or any rights pertaining to the Collateral except as expressly set forth in this Section 20. The duties or responsibilities of the Collateral Agent under this Section 20 shall be limited solely to holding the Pledged Collateral as gratuitous bailee for the Junior First Lien Collateral Agent for purposes of perfecting the Lien held by the Junior First Lien Creditors. (f) The Collateral Agent shall not have by reason of the Applicable Junior First Lien Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of the Junior First Lien Collateral Agent or any other Junior First Lien Creditor and the Junior First Lien Collateral Agent and the other Junior First Lien Creditors hereby waive and release the Collateral Agent from all claims and liabilities arising pursuant to the Collateral Agent’s role under this Section 20, as agent and gratuitous bailee with respect to the Collateral. (g) Upon the repayment in full in cash of the Senior First Lien Obligations in accordance with the terms thereof and the termination of all letters of credit issued and commitments to extend credit under the Bank Credit Agreement, the Collateral Agent shall deliver to the Junior First Lien Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the Applicable Collateral Agent, promptly deliver all Possessory or Controlled Collateral to the Applicable extent that it is legally permitted to do so, the remaining Pledged Collateral Agent (if any) and the Deposit Account Collateral (if any) together with any necessary endorsements (or otherwise allow the Applicable Junior First Lien Collateral Agent to obtain control of such Possessory Pledged Collateral and Deposit Account Collateral) or Controlled Collateral)as a court of competent jurisdiction may otherwise direct. The Company U.S. Borrower shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each the Collateral Agent for loss or damage suffered by such the Collateral Agent as a result of such transfer except for loss or damage suffered by such the Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith (faith. The Collateral Agent has no obligation to follow instructions from Junior First Lien Collateral Agent in each case, as determined by a court contravention of competent jurisdiction in a final, non-appealable judgment)this Agreement. (bh) The Applicable Neither the Collateral Agent agrees nor the Senior First Lien Creditors shall be required to hold marshal any Shared Collateral constituting Possessory present or Controlled Collateral, from time to time in its possession or control, as gratuitous bailee future collateral security for the benefit of each other Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory U.S. Borrower’s or Controlled Collateral, if any, pursuant its Subsidiaries’ obligations 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 or the Senior First Lien Creditors under this Section 2.09 the Bank Credit Agreement or the Senior First Lien Collateral Documents or any assurance of payment in respect thereof or to resort to such collateral security or other assurances of payment in any particular order, and all of their rights in respect of such collateral security or any assurance of payment in respect thereof shall be limited solely cumulative and in addition to holding any Shared Collateral constituting Possessory all other rights, however existing or Controlled Collateral as gratuitous bailee for the benefit of each other Secured Party for purposes of perfecting the Lien held by such Secured Parties thereonarising. Acknowledged and Agreed to: HEXION LLC, By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President and Chief Financial Officer HEXION SPECIALTY CHEMICALS, INC., By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer ▇▇▇▇▇▇ U.S. FINANCE CORP., By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President and Chief Financial Officer ▇▇▇▇▇▇ SERVICES COMPANY By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇ CHEMICAL FOUNDRY, INC., By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President BAKELITE NORTH AMERICA HOLDING COMPANY, By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President BAKELITE EPOXY POLYMERS CORPORATION, By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇ CHEMICAL INVESTMENTS, By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President BDS TWO, INC., By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President RPP CAPITAL CORPORATION By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President RESOLUTION SPECIALTY MATERIALS LLC, By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President OILFIELD TECHNOLOGY GROUP, INC., By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇ INTERNATIONAL INC. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President RESOLUTION SPECIALTY MATERIALS CAPITAL CORP. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President RESOLUTIONS’ JV LLC, By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇ CHEMICAL INTERNATIONAL, INC., By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President