Common use of Gratuitous Bailee for Perfection Clause in Contracts

Gratuitous Bailee for Perfection. (a) The First Lien Collateral Agent (without any representation, warranty or recourse) 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 being the “First Lien Pledged Collateral) as gratuitous bailee for the Collateral Trustee and the Second Lien Claimholders (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the UCC), solely for the purpose of perfecting the security interest granted under the Second Lien Collateral Documents, subject to the terms and conditions of this Section 5.4. The Collateral Trustee (without any representation, warranty or recourse) 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 being the “Second Lien Pledged Collateral”) as gratuitous bailee for the First Lien Collateral Agent and the First Lien Claimholders (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the UCC), solely for the purpose of perfecting the security interest granted under the First Lien Collateral Documents, subject to the terms and conditions of this Section 5.4. Solely with respect to any Deposit Accounts under the control (within the meaning of Section 9-104 of the UCC) of the First Lien Collateral Agent or the Collateral Trustee, each of the First Lien Collateral Agent and the Collateral Trustee (without any representation, warranty or recourse) agrees to also hold control over such Deposit Accounts as gratuitous agent for the Collateral Trustee or the First Lien Collateral Agent, as applicable, subject to the terms and conditions of this Section 5.4.

Gratuitous Bailee for Perfection. (a) The First Lien Collateral Agent (without any representation, warranty or recourse) 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 being the “First Lien Pledged Collateral”) as gratuitous bailee for the Collateral Trustee and the Second Lien Claimholders (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the UCC), solely for the purpose of perfecting the security interest granted under the Second Lien Collateral Documents, subject to the terms and conditions of this Section 5.4. The Collateral Trustee (without any representation, warranty or recourse) 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 being the “Second Lien Pledged Collateral”) as gratuitous bailee for the First Lien Collateral Agent and the First Lien Claimholders (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the UCC), solely for the purpose of perfecting the security interest granted under the First Lien Collateral Documents, subject to the terms and conditions of this Section 5.4. Solely with respect to any Deposit Accounts under the control (within the meaning of Section 9-104 of the UCC) of the First Lien Collateral Agent or the Collateral Trustee, each of the First Lien Collateral Agent and the Collateral Trustee (without any representation, warranty or recourse) agrees to also hold control over such Deposit Accounts as gratuitous agent for the Collateral Trustee or the First Lien Collateral Agent, as applicable, subject to the terms and conditions of this Section 5.4.

Gratuitous Bailee for Perfection. (a) The First Lien Collateral Agent (without any representation, warranty or recourse) 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 being the “First Lien Pledged Collateral”) as gratuitous bailee for the Second Lien Collateral Trustee Agent and the Second Lien Claimholders (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) ), 9-313(c), 9-104, 9-105, 9-106 and 9-313(c) 107 of the UCC), solely for the purpose of perfecting the security interest granted under the Second Lien Collateral Documents, subject to the terms and conditions of this Section 5.4. The Second Lien Collateral Trustee Agent (without any representation, warranty or recourse) 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 being the “Second Lien Pledged Collateral”) as gratuitous bailee for the First Lien Collateral Agent and the First Lien Claimholders (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) ), 9-313(c), 9-104, 9-105, 9-106 and 9-313(c) 107 of the UCC), solely for the purpose of perfecting the security interest granted under the First Lien Collateral Documents, subject to the terms and conditions of this Section 5.4. Solely with respect to any Deposit Accounts under the control (within the meaning of Section 9-104 of the UCC) of the First Lien Collateral Agent or the Second Lien Collateral TrusteeAgent, each of the First Lien Collateral Agent and the Second Lien Collateral Trustee Agent (without any representation, warranty or recourse) agrees to also hold control over such Deposit Accounts as gratuitous agent for the Second Lien Collateral Trustee Agent or the First Lien Collateral Agent, as applicable, subject to the terms and conditions of this Section 5.4.

Gratuitous Bailee for Perfection. (a) The First Lien Collateral Agent (without any representation, warranty or recourse) agrees to hold that part Each of the Senior Lien Representative (for and on behalf of itself and the other Senior Lien Secured Parties) and the Junior Lien Representative (for and on behalf of itself and the other Junior Lien Secured Parties) acknowledges and agrees that if it shall at any time hold a Lien securing, in the case of the Senior Lien Representative, any Senior Lien Obligations, and, in the case of the Junior Lien Representative, any Junior Lien Obligations, in each case, on any Shared Collateral that is in its possession or control (or in can be perfected by the possession or control of its such Shared Collateral or of any account in which such Shared Collateral is held, and if such Shared Collateral or any such account is in fact in the possession or under the control of the Senior Lien Representative or the Junior Lien Representative, as applicable, or of agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC bailees of such Person (such Shared Collateral being referred to herein as the “First Pledged or Controlled Collateral”), or if it shall at any time obtain any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, or with respect to any Shared Collateral subject to any other arrangement set forth in Section 5.01(d), each of the Senior Lien Representative and the Junior Lien Representative, as applicable, shall also hold such Pledged or Controlled Collateral) , or take such actions with respect to such landlord waiver, bailee’s letter or similar agreement or arrangement, for the benefit of and on behalf of, and as sub-agent and gratuitous bailee for for, in the Collateral Trustee and case of the Second Senior Lien Claimholders Representative holding Pledged or Controlled Collateral, the Junior Lien Representative, and, in the case of the Junior Lien Representative holding Pledged or Controlled Collateral, the Senior Lien Representative (such bailment the foregoing being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-104(a)(5) and 9-313(c313(h) of the UCC), in each case solely for the purpose of perfecting the security interest Liens granted under the Second Junior Lien Collateral Documents or the Senior Lien Collateral Documents, as applicable, and, in each case, subject to the terms and conditions of this Section 5.4. The Collateral Trustee (without any representation, warranty or recourse) 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 being the “Second Lien Pledged Collateral”) as gratuitous bailee for the First Lien Collateral Agent and the First Lien Claimholders (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the UCC), solely for the purpose of perfecting the security interest granted under the First Lien Collateral Documents, subject to the terms and conditions of this Section 5.4. Solely with respect to any Deposit Accounts under the control (within the meaning of Section 9-104 of the UCC) of the First Lien Collateral Agent or the Collateral Trustee, each of the First Lien Collateral Agent and the Collateral Trustee (without any representation, warranty or recourse) agrees to also hold control over such Deposit Accounts as gratuitous agent for the Collateral Trustee or the First Lien Collateral Agent, as applicable, subject to the terms and conditions of this Section 5.45.05.

Gratuitous Bailee for Perfection. (a) The First Lien Collateral Agent (without any representation, warranty or recourse) agrees to hold that part Each of the Senior Lien Representative (for and on behalf of itself and the other Senior Lien Secured Parties) and the Junior Lien Lender acknowledges and agrees that if it shall at any time hold a Lien securing, in the case of the Senior Lien Representative, any Senior Lien Obligations, and, in the case of the Junior Lien Lender, any Junior Lien Obligations, in each case, on any Shared Collateral that is in its possession or control (or in can be perfected by the possession or control of its such Shared Collateral or of any account in which such Shared Collateral is held, and if such Shared Collateral or any such account is in fact in the possession or under the control of the Senior Lien Representative or the Junior Lien Lender, as applicable, or of agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC bailees of such Person (such Shared Collateral being referred to herein as the “First Pledged or Controlled Collateral”), each of the Senior Lien Representative and the Junior Lien Lender, as applicable, shall also hold such Pledged or Controlled Collateral) , for the benefit of and on behalf of, and as sub-agent and gratuitous bailee for for, in the Collateral Trustee and case of the Second Senior Lien Claimholders Representative holding Pledged or Controlled Collateral, the Junior Lien Lender, and, in the case of the Junior Lien Lender holding Pledged or Controlled Collateral, the Senior Lien Representative (such bailment the foregoing being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-104(a)(5) and 9-313(c313(h) of the UCC), in each case solely for the purpose of perfecting the security interest Liens granted under the Second Junior Lien Collateral Documents or the Senior Lien Collateral Documents, as applicable, and, in each case, subject to the terms and conditions of this Section 5.4. The Collateral Trustee (without any representation, warranty or recourse) 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 being the “Second Lien Pledged Collateral”) as gratuitous bailee for the First Lien Collateral Agent and the First Lien Claimholders (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the UCC), solely for the purpose of perfecting the security interest granted under the First Lien Collateral Documents, subject to the terms and conditions of this Section 5.4. Solely with respect to any Deposit Accounts under the control (within the meaning of Section 9-104 of the UCC) of the First Lien Collateral Agent or the Collateral Trustee, each of the First Lien Collateral Agent and the Collateral Trustee (without any representation, warranty or recourse) agrees to also hold control over such Deposit Accounts as gratuitous agent for the Collateral Trustee or the First Lien Collateral Agent, as applicable, subject to the terms and conditions of this Section 5.45.04.