Gratuitous Bailee for Perfection Clause Samples

Gratuitous Bailee for Perfection. Each Senior Representative acknowledges and agrees that if it shall at any time hold a Lien securing any Senior Obligations on any Shared Collateral that can be perfected by the possession or control of 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 such Senior Representative, or of agents or bailees of such person (such Shared Collateral being referred to herein as the “Pledged or Controlled Collateral”), the applicable Senior Representative shall also hold such Pledged or Controlled Collateral as sub-agent or gratuitous bailee for the relevant Second Priority Representatives, in each case solely for the purpose of perfecting the Liens granted under the relevant Second Priority Collateral Documents and subject to the terms and conditions of this Section 5.05.

Gratuitous Bailee for Perfection. (a) Each Senior Representative acknowledges and agrees that if it shall at any time hold a Lien securing any Senior Obligations on any Shared Collateral that can be perfected by the possession, control, or notation, of 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, or notation, in the name of, such Senior Representative, or of agents or bailees of such Person (such Shared Collateral being referred to herein as the “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, the applicable Senior Representative 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, as sub-agent or gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the relevant Second Priority Representatives, in each case solely for the purpose of perfecting the Liens granted under the relevant Second Priority Collateral Documents and subject to the terms and conditions of this Section 5.05. (b) In the event that any Senior Representative (or its agents or bailees) has Lien filings against Intellectual Property that is part of the Shared Collateral that are necessary for the perfection of Liens in such Shared Collateral, such Senior Representative agrees to hold such Liens as sub-agent and gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the relevant Second Priority Representatives and any assignee thereof, solely for the purpose of perfecting the security interest granted in such Liens pursuant to the relevant Second Priority Collateral Documents, subject to the terms and conditions of this Section 5.05. (c) Except as otherwise specifically provided herein, until the Discharge of Senior Obligations has occurred, the Senior Representatives and the Senior Secured Parties shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of the Senior Debt Documents as if the Liens under the Sec...

Gratuitous Bailee for Perfection. (a) Each First Lien Agent agrees to hold that part of the Shared 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 “Pledged Collateral”) as collateral agent for the First Lien Claimholders and as gratuitous bailee for the Second Lien Agents (such bailment being intended, among other things, to satisfy the requirements of Sections 8-l06(d)(3), 8-301(a)(2) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under the First Lien Loan Documents and the Second Lien Loan Documents, respectively, 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 Agents, each First Lien Agent agrees to also hold control over such deposit accounts as gratuitous agent for the Second Lien Agents, subject to the terms and conditions of this Section 5.4. (b) The First Lien Agents shall have no obligation whatsoever to the First Lien Claimholders, the Second Lien Agents or any Second Lien Claimholder to ensure that the Pledged Collateral is genuine or owned by the Company or any other grantor or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.4. The duties or responsibilities of the First Lien Agents under this Section 5.4 shall be limited solely to holding the Pledged Collateral as bailee (and with respect to deposit accounts, agent) in accordance with this Section 5.4 and delivering the Pledged Collateral upon a Discharge of First Lien Obligations as provided in paragraph (d) below. (c) The First Lien Agents shall not have by reason of the First Lien Collateral Documents, the Second Lien Collateral Documents, this Agreement or any other document a fiduciary relationship in respect of the First Lien Claimholders, the Second Lien Agents or any Second Lien Claimholder and the Second Lien Agents and the Second Lien Claimholders hereby waive and release the First Lien Agents from all claims and liabilities arising pursuant to the First Lien Agents’ roles under this Section 5.4 as gratuitous bailee and gratuitous agent with respect to the Shared Collateral. It is understood and agreed that the interests of the First Lien Agents and the Second Lien Agents may differ and the First...

Gratuitous Bailee for Perfection. (a) Each Senior Priority Representative acknowledges and agrees that if it shall at any time hold a Lien securing any Senior Priority Obligations on any Shared Collateral that can be perfected by the possession or control of 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 such Senior Priority Representative, or of agents or bailees of such Person (such Shared Collateral being referred to herein as the “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, the applicable Senior Priority Representative 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, as agent or gratuitous bailee for the relevant Second Priority Representatives, in each case solely for the purpose of perfecting the Liens granted under the relevant Second Priority Collateral Documents and subject to the terms and conditions of this Section 5.05.

Gratuitous Bailee for Perfection. In the event that any Senior Representative (or its agents or bailees) has Lien filings against Intellectual Property that is part of the Shared Collateral that are necessary for the perfection of Liens in such Shared Collateral, such Senior Representative agrees to hold such Liens as sub-agent and gratuitous bailee for and on behalf of the relevant Second Priority Representatives and any assignee thereof, solely for the purpose of perfecting the security interest granted in such Liens pursuant to the relevant Second Priority Collateral Documents, subject to the terms and conditions of this Section 5.05.

Gratuitous Bailee for Perfection. Each Credit Party shall deliver all Collateral that can be perfected by the possession or control of such Collateral or of any account in which such Collateral is held (collectively, “Pledged or Controlled Collateral”) when required to be delivered to the Collateral Documents to: (i) until the Discharge of Senior Obligations, the Designated Senior Representative and (ii) thereafter, the Designated Second Priority Representative.

Gratuitous Bailee for Perfection. (a) Senior 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 or other applicable Law (such Collateral being referred to as the “Pledged Collateral”), for the benefit of, and as gratuitous bailee and as a non-fiduciary representative (such bailment being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and 9-107 of the UCC) for Subordinated Agent, solely for the purpose of perfecting the Lien granted under the Subordinated Debt Documents, in each case subject to the terms and conditions of this Section 8. Unless and until the Payment In Full of the Senior Debt, Subordinated Agent agrees to promptly notify Senior Agent of any Pledged Collateral held by it or by any other Subordinated Creditor, and, immediately upon the request of Senior Agent at any time prior to the Payment In Full of the Senior Debt, Subordinated Agent agrees to deliver to Senior Agent any such Pledged Collateral held by it or by any other Subordinated Creditor, together with any necessary endorsements (or otherwise allow Senior Agent to obtain possession of such Pledged Collateral). The Senior Agent ▇▇▇▇▇▇ agrees that following the Payment In Full of the Senior Debt, upon the written request of the Subordinated Agent, to the extent that the applicable control agreement is in full force and effect and has not been terminated, the Senior Agent shall continue to act as such a gratuitous bailee and non-fiduciary representative for the Subordinated Agent (solely for the purpose of perfecting the security interest granted under the Subordinated Debt Documents and at the expense of the Subordinated Agent) with respect to the deposit account or securities account that is the subject of such control agreement and to which the Subordinated Agent is not a party, until the earlier to ​ occur of (i) 30 days after the date when the Payment In Full of the Senior Debt has occurred, and (ii) the date when a control agreement is executed in favor of the Subordinated Agent with respect to such deposit account or securities account. (b) Senior Agent shall have no obligation whatsoever to Subordinated Agent or any other Subordinated Creditor to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits o...

Gratuitous Bailee for Perfection. (a) Senior 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 or other applicable Law (such Collateral being referred to as the “Pledged Collateral”), for the benefit of, and as gratuitous bailee and as a non-fiduciary representative (such bailment being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and 9-107 of the UCC) for Subordinated Agent, solely for the purpose of perfecting the Lien granted under the Subordinated Debt Documents, in each case subject to the terms and conditions of this Section 8. Unless and until the Payment In Full of the Senior Debt, Subordinated Agent agrees to promptly notify Senior Agent of any Pledged Collateral held by it or by any other Subordinated Creditor, and, immediately upon the request of Senior Agent at any time prior to the Payment In Full of the Senior Debt, Subordinated Agent agrees to deliver to Senior Agent any such Pledged Collateral held by it or by any other Subordinated Creditor, together with any necessary endorsements (or otherwise allow Senior Agent to obtain possession of such Pledged Collateral). The Senior Agent ▇▇▇▇▇▇ agrees that following the Payment In Full of the Senior Debt, upon the written request of the Subordinated Agent, to the extent that the applicable control agreement is in full force and effect and has not been terminated, the Senior Agent shall continue to act as such a gratuitous bailee and non-fiduciary representative for the Subordinated Agent (solely for the purpose of perfecting the security interest granted under the Subordinated Debt Documents and at the expense of the Subordinated Agent) with respect to the deposit account or securities account that is the subject of such control agreement and to which the Subordinated Agent is not a party, until the earlier to ​ occur of (i) 30 days after the date when the Payment In Full of the Senior Debt has occurred, and (ii) the date when a control agreement is executed in favor of the Subordinated Agent with respect to such deposit account or securities account. (b) Senior Agent shall have no obligation whatsoever to Subordinated Agent or any other Subordinated Creditor to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits o...