Common use of Bailee for Perfection Clause in Contracts

Bailee for Perfection. (a) ABL Agent and Term Loan Agent each agree to hold that part of the Collateral that is in its possession (or in the possession of its agents or bailees), to the extent that possession is necessary to perfect a Lien thereon under the UCC or other applicable law (such possessory Collateral being referred to as the “Pledged Collateral”), as gratuitous bailee and as a non-fiduciary representative for Term Loan Agent or ABL Agent, as applicable, solely for the purpose of perfecting the security interest granted under the Term Loan Documents or the ABL Documents, as applicable, subject to the terms and conditions of this Section 5.4. Term Loan Agent hereby appoints ABL Agent as its gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which ABL Agent has a perfected security interest under the UCC. ABL Agent hereby appoints Term Loan Agent as its gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which Term Loan Agent has a perfected security interest under the UCC. Each of ABL Agent and Term Loan Agent hereby accept such appointments pursuant to this Section 5.4 Subject to Sections 2.1 and 4 and unless and until the Payment in Full of ABL Priority Debt, Term Loan Agent agrees to promptly notify ABL Agent of any Pledged Collateral constituting ABL Priority Collateral held by it or by any other Term Loan Claimholder, and, immediately upon the request of ABL Agent to deliver to ABL Agent any such Pledged Collateral, together with any necessary endorsements (or otherwise allow ABL Agent to obtain possession of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2 and 4. Subject to Sections 2.1 and 4 and unless and until the Payment in Full of Term Loan Priority Debt and payment in full in cash of all Excess Term Loan Debt, ABL Agent agrees to promptly notify Term Loan Agent of any Pledged Collateral constituting Term Loan Priority Collateral held by it or by any other ABL Claimholder, and, immediately upon the request of Term Loan Agent to deliver to Term Loan Agent any such Pledged Collateral held by it or by any other ABL Claimholder, together with any necessary endorsements (or otherwise allow Term Loan Agent to obtain possession of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2.1 and 4.

Bailee for Perfection. (ai) The ABL Collateral Agent and Term Loan Agent each agree agrees to hold that part of the ABL Priority 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 necessary taken to perfect a Lien thereon under the UCC or other applicable law (such possessory ABL Priority Collateral being referred to as the “Pledged ABL Priority Collateral”)) as collateral agent for the ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as gratuitous bailee agent for, the Term Collateral Agent (on behalf of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as a non-fiduciary representative for Term Loan Agent or such agent under all control agreements relating to the Pledged ABL AgentPriority Collateral, as applicable, in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Documents, the Term Loan Documents or and the ABL Notes Documents, as applicable, subject to the terms and conditions of this Section 5.43.4(f). Following the Discharge of ABL Obligations, the Term Loan Collateral Agent hereby appoints agrees to hold the Pledged ABL Agent Priority Collateral as its gratuitous bailee and non-fiduciary representative collateral agent for the purposes Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting their the security interest granted under the Term Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). As security for the payment and performance in full of all the Notes Obligations and Term Obligations each Grantor hereby grants to the ABL Collateral Agent for the benefit of the Notes Secured Parties and the Term Secured Parties a lien on and security interest in all Pledged Collateral of the right, title and interest of such Grantor, in which ABL Agent has a perfected security interest and to and under the UCCPledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. ABL Agent hereby appoints Term Loan Agent as its gratuitous bailee and non-fiduciary representative As security for the purposes payment and performance in full of perfecting their all the Notes Obligations, each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all Pledged Collateral of the right, title and interest of such Grantor, in which Term Loan Agent has a perfected security interest and to and under the UCC. Each of ABL Agent and Term Loan Agent hereby accept such appointments pursuant to this Section 5.4 Subject to Sections 2.1 and 4 and unless and until the Payment in Full of ABL Priority Debt, Term Loan Agent agrees to promptly notify ABL Agent of any Pledged Collateral constituting ABL Priority Collateral held by it wherever located and whether now existing or by any other Term Loan Claimholder, and, immediately upon the request of ABL Agent hereafter arising or acquired from time to deliver to ABL Agent any such Pledged Collateral, together with any necessary endorsements (or otherwise allow ABL Agent to obtain possession of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2 and 4. Subject to Sections 2.1 and 4 and unless and until the Payment in Full of Term Loan Priority Debt and payment in full in cash of all Excess Term Loan Debt, ABL Agent agrees to promptly notify Term Loan Agent of any Pledged Collateral constituting Term Loan Priority Collateral held by it or by any other ABL Claimholder, and, immediately upon the request of Term Loan Agent to deliver to Term Loan Agent any such Pledged Collateral held by it or by any other ABL Claimholder, together with any necessary endorsements (or otherwise allow Term Loan Agent to obtain possession of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2.1 and 4time.

Bailee for Perfection. (a) ABL The Revolving Collateral Agent and Term Loan the Notes Collateral Agent each agree to hold or control 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 necessary taken to perfect a Lien thereon under the UCC or other applicable law (such possessory Collateral being referred to as Collateral, the “Pledged Collateral”), as gratuitous bailee and as a non-fiduciary representative agent for Term Loan the benefit of and on behalf of the Notes Collateral Agent or ABL the Revolving Collateral Agent, as applicableapplicable (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-106, 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and 9-107 of the UCC), solely for the purpose of perfecting the security interest granted under the Term Loan Notes Documents or the ABL Revolving Loan Documents, as applicable, subject to the terms and conditions of this Section 5.4. Term Loan The Notes Collateral Agent and the Notes Claimholders hereby appoints ABL appoint the Revolving Collateral Agent as its their gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which ABL the Revolving Collateral Agent has a perfected security interest under the UCC. ABL The Revolving Collateral Agent and the Revolving Claimholders hereby appoints Term Loan appoint the Notes Collateral Agent as its their gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which Term Loan the Notes Collateral Agent has a perfected security interest under the UCC. Each of ABL the Revolving Collateral Agent and Term Loan the Notes Collateral Agent hereby accept accepts such appointments pursuant to this Section 5.4 Subject 5.4(a) and acknowledges and agrees that it shall act for the benefit of and on behalf of the other Claimholders with respect to Sections 2.1 any Pledged Collateral and 4 and unless that any Proceeds received by the Revolving Collateral Agent or the Notes Collateral Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Payment in Full Discharge of ABL Priority Debtthe Revolving Obligations occurs, Term Loan the Notes Collateral Agent agrees to promptly notify ABL the Revolving Collateral Agent of any Pledged Collateral constituting ABL Revolving Priority Collateral held by it or known by it to be held by any other Notes Claimholders, and, immediately upon the request of the Revolving Collateral Agent at any time prior to the Discharge of the Revolving Obligations, the Notes Collateral Agent agrees to deliver to the Revolving Collateral Agent any such Pledged Collateral constituting Revolving Priority Collateral held by it or by any other Term Loan Claimholder, and, immediately upon the request of ABL Agent to deliver to ABL Agent any such Pledged CollateralNotes Claimholders, together with any necessary endorsements (or otherwise allow ABL the Revolving Collateral Agent to obtain possession control of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2 and 4). Subject to Sections 2.1 and 4 and unless Unless and until the Payment in Full Discharge of Term Loan Priority Debt and payment in full in cash of all Excess Term Loan Debtthe Notes Obligations occurs, ABL the Revolving Collateral Agent agrees to promptly notify Term Loan the Notes Collateral Agent of any Pledged Collateral constituting Term Loan Notes Priority Collateral held by it or known by it to be held by any other Revolving Claimholders, and, immediately upon the request of the Notes Collateral Agent at any time prior to the Discharge of the Notes Obligations, the Revolving Collateral Agent agrees to deliver to the Notes Collateral Agent any such Pledged Collateral constituting Notes Priority Collateral held by it or by any other ABL Claimholder, and, immediately upon the request of Term Loan Agent to deliver to Term Loan Agent any such Pledged Collateral held by it or by any other ABL ClaimholderRevolving Claimholders, together with any necessary endorsements (or otherwise allow Term Loan the Notes Collateral Agent to obtain possession control of such Pledged Collateral). Until the Discharge of Revolving Obligations, the Revolving Collateral Agent will Control (as defined in Sections 8-106, 9-104 and 9-106 of the UCC, as applicable) any Collateral constituting deposit accounts, securities accounts or commodity accounts and controlled by the Revolving Collateral Agent as gratuitous bailee and as a non-fiduciary agent for Disposition the benefit of and distribution on behalf of Proceeds the Notes Collateral Agent as secured party solely for the purpose of perfecting the security interest granted under the Notes Documents and subject to the terms and conditions of this Section 5.4; provided, that upon the Discharge of Revolving Obligations, the Revolving Collateral Agent shall cooperate to have any control agreements with respect to such Collateral assigned to the Notes Collateral Agent and continue to hold such Collateral pursuant to this clause until the earlier of the date (i) on which the Notes Collateral Agent has obtained control thereof for the purpose of perfecting its security interest, and (ii) which is sixty (60) days (or such longer period agreed to by the Revolving Collateral Agent in accordance with Sections 2.1 and 4its sole discretion) after the Discharge of Revolving Obligations.

Bailee for Perfection. (a) ABL Agent and Term Loan Agent each agree to hold that part of the Collateral that is in its possession (or in the possession of its agents or bailees), to the extent that possession is necessary to perfect a Lien thereon under the UCC or other applicable law (such possessory Collateral being referred to as the “Pledged Collateral”), as gratuitous bailee and as a non-fiduciary representative for Term Loan Agent or ABL Agent, as applicable, solely for the purpose of perfecting the security interest granted under the Term Loan Documents or the ABL Documents, as applicable, subject to the terms and conditions of this Section 5.4. Term Loan Agent Each Creditor hereby appoints ABL Agent the other Creditor as its gratuitous bailee and non-fiduciary representative agent for the purposes of perfecting their security interest the other Creditor’s Liens in all Pledged and on any of the Collateral in which ABL Agent has a perfected security interest the possession or under the UCC. ABL control of such Creditor or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent hereby appoints Term Loan Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of any Collateral shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral and, except for gross negligence or willful misconduct as its gratuitous bailee and determined pursuant to a final non- appealable order of a court of competent jurisdiction, the non-fiduciary representative possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the purposes possessing or controlling Creditor as collateral for indebtedness of perfecting their security interest in all Pledged Collateral in others to the possessing or controlling Creditor. Prior to the date on which Term Loan Agent has a perfected security interest under the UCC. Each of ABL First Lien Agent and Term Loan Agent hereby accept such appointments pursuant to this Section 5.4 Subject to Sections 2.1 and 4 and unless and until the Payment in Full of ABL Priority Debt, Term Loan Agent agrees to promptly notify ABL Agent of any Pledged Collateral constituting ABL Priority Collateral held by it or by any other Term Loan Claimholder, and, immediately upon the request of ABL Agent to deliver to ABL Agent any such Pledged Collateral, together with any necessary endorsements (or otherwise allow ABL Agent to obtain possession of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2 and 4. Subject to Sections 2.1 and 4 and unless and until the Payment in Full of Term Loan Priority Debt and First Lien Lenders shall have received final payment in full in cash of all Excess Term of the First Lien Obligations and the First Lien Loan DebtAgreements have been terminated, ABL any Collateral in the possession or under the control of Second Lien Agent agrees or the Second Lien Creditor shall be forthwith delivered to promptly notify Term First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any Pledged Collateral constituting Term Loan Priority Collateral held in their possession to Second Lien Agent, except as may otherwise be required by it applicable law or court order and (ii) a written notice prepared by any other ABL Claimholder, and, immediately upon Second Lien Agent (at Borrower’ expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the request of Term Loan Agent to deliver to Term Loan Agent any rights and take the actions set forth in such Pledged Collateral held by it landlord’s waiver or by any other ABL Claimholder, together with any necessary endorsements (or otherwise allow Term Loan Agent to obtain possession of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2.1 and 4bailee waiver.

Bailee for Perfection. (a) ABL a. The Senior Agent and Term Loan the Subordinated Agent each agree to hold or control 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 necessary taken to perfect a Lien thereon under the UCC or other applicable law (such possessory Collateral being referred to as the “Pledged Collateral”), as gratuitous bailee and as a non-fiduciary representative agent for Term Loan the Subordinated Agent or ABL the Senior Agent, as applicableapplicable (such bailment and agency 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), solely for the purpose of perfecting the security interest granted under the Term Subordinated Loan Documents or the ABL Senior Loan Documents, as applicable, subject to the terms and conditions of this Section 5.43. Term Loan Agent hereby appoints ABL Agent as its gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which ABL Agent has a perfected security interest under the UCC. ABL Agent hereby appoints Term Loan Agent as its gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which Term Loan Agent has a perfected security interest under the UCC. Each of ABL Agent and Term Loan Agent hereby accept such appointments pursuant to this Section 5.4 Subject to Sections 2.1 and 4 and unless Unless and until the Payment in Full Discharge of ABL Priority DebtSenior Indebtedness, Term Loan the Subordinated Agent agrees to promptly notify ABL the Senior Agent of any Pledged Collateral constituting ABL Priority Collateral held by it or by any other Term Loan ClaimholderSubordinated Lender, and, immediately upon at any time prior to the request Discharge of ABL Senior Indebtedness, the Subordinated Agent to or such Subordinated Lender holding any Pledged Collateral shall promptly deliver to ABL the Senior Agent any such Pledged CollateralCollateral held by it, together with any necessary endorsements (or otherwise allow ABL the Senior Agent to obtain possession control of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2 and 4). Subject b. The Senior Agent shall have no obligation whatsoever to Sections 2.1 and 4 and unless and until the Payment in Full of Term Loan Priority Debt and payment in full in cash of all Excess Term Loan Debt, ABL Subordinated Agent agrees or any Subordinated Lender to promptly notify Term Loan Agent ensure that the Pledged Collateral is genuine or owned by any Obligor or to preserve rights or benefits of any Person except as expressly set forth in this Section 3. The Subordinated Agent shall have no obligation whatsoever to the Senior Agent or any Senior Lender to ensure that the Pledged Collateral constituting Term Loan Priority Collateral held by it is genuine or owned by any other ABL Claimholder, and, immediately upon Obligor or to preserve rights or benefits of any Person except as expressly set forth in this Section 3. The duties or responsibilities of the request of Term Loan Agent to deliver to Term Loan Agent any such Pledged Collateral held by it or by any other ABL Claimholder, together with any necessary endorsements (or otherwise allow Term Loan Agent to obtain possession of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2.1 and 4.Senior Agent

Bailee for Perfection. (a) ABL First Lien Agent and Term Loan Collateral Agent each agree to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees), including any custodian or services as to motor vehicle certificates of title) to the extent that possession or control thereof is necessary taken to perfect a Lien thereon under the UCC or other applicable law (such possessory Collateral being referred to as the “Pledged Collateral”), as gratuitous bailee and as a non-fiduciary representative agent for Term Loan Collateral Agent or ABL First Lien Agent, as applicableapplicable (such bailment and agency 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), solely for the purpose of perfecting the security interest granted under the Term Loan Second Lien Documents or the ABL First Lien Loan Documents, as applicable, subject to the terms and conditions of this Section 5.4. Term Loan First Lien Agent hereby appoints ABL and Collateral Agent agree to enter into any servicing agreements, collateral agency agreements or similar bailment agreements with third party agents or bailees as its gratuitous bailee First Lien Agent deems appropriate for the purpose of perfecting Liens in the Pledged Collateral, including, without limitation, as to any motor vehicle certificates of title; provided, however, that the form of such agreement shall be satisfactory to the Collateral Agent. To the extent in any jurisdiction only one lienholder may be noted on a certificate of title under applicable law, First Lien Agent shall be specified as the lienholder, and non-fiduciary representative for the purposes of perfecting their security interest the applicable State certificate of title laws, First Lien Agent shall act as agent for both the First Lien Secured Parties and the Second Lien Secured Parties in all Pledged Collateral in which ABL Agent has a perfected security interest under order to perfect and secure both the UCCFirst Lien Obligations and the Second Lien Obligations, provided, however, notwithstanding that there may be only one lienholder noted on such certificate of title for such purposes, the priorities as between the rights of First and Second Lien Creditors shall be as if there were two separate Liens, subject to the priorities and other terms of this Agreement. ABL Agent hereby appoints Term Loan Agent as its gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which Term Loan Agent has a perfected security interest under the UCC. Each of ABL Agent and Term Loan Agent hereby accept such appointments pursuant to this Section 5.4 Subject to Sections 2.1 and 4 and unless Unless and until the Payment in Full Discharge of ABL the First Lien Priority DebtObligations, Term Loan Collateral Agent agrees to promptly notify ABL First Lien Agent in writing of any Pledged Collateral constituting ABL Priority Collateral held by it or by any other Term Loan Claimholderit, and, immediately upon the written request of ABL First Lien Agent, Collateral Agent agrees to deliver to ABL First Lien Agent any such Pledged CollateralCollateral held by it, together with any necessary endorsements (or otherwise allow ABL First Lien Agent to obtain possession control of such Pledged Collateral). First Lien Agent hereby agrees that upon the Discharge of the First Lien Priority Obligations, upon the written request of Collateral Agent, to the extent that possession by First Lien Collateral Agent or the applicable control agreement is in full force and effect and has not been terminated, First Lien Agent shall continue to act as such a bailee and non-fiduciary agent for Collateral Agent (solely for the purpose of perfecting the security interest granted under the Second Lien Documents and at the expense of Collateral Agent) for Disposition and distribution with respect to the deposit account or securities account that is the subject of Proceeds in accordance with Sections 2 and 4. Subject to Sections 2.1 and 4 and unless and such control agreement, until the Payment earlier to occur of (x) 30 days after the date when the Discharge of the First Lien Priority Obligations has occurred, and (y) the date possession is delivered to Second Lien Collateral Agent by First Lien Agent or when a control agreement is executed in Full favor of Term Loan Priority Debt and payment in full in cash of all Excess Term Loan Debt, ABL Collateral Agent agrees with respect to promptly notify Term Loan Agent of any Pledged Collateral constituting Term Loan Priority Collateral held by it such deposit account or by any other ABL Claimholder, and, immediately upon the request of Term Loan Agent to deliver to Term Loan Agent any such Pledged Collateral held by it or by any other ABL Claimholder, together with any necessary endorsements (or otherwise allow Term Loan Agent to obtain possession of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2.1 and 4securities account.

Bailee for Perfection. (ai) ABL The Term Collateral Agent and Term Loan Agent each agree agrees to hold that part of the TL Priority 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 necessary taken to perfect a Lien thereon under the UCC or other applicable law (such possessory TL Priority Collateral being referred to as the “Pledged TL Priority Collateral”)) as collateral agent for the Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as gratuitous bailee agent for, the ABL Collateral Agent (on behalf of the ABL Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as a non-fiduciary representative for Term Loan Agent or ABL Agentsuch agent under all control agreements relating to the Pledged TL Priority Collateral, as applicable, in each case solely for the purpose of perfecting the security interest granted under the Term Loan Documents or Documents, the ABL Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 5.42.4(f). Following the Discharge of Term Loan Obligations, the ABL Collateral Agent hereby appoints ABL Agent agrees to hold the Pledged TL Priority Collateral as its gratuitous bailee and non-fiduciary representative collateral agent for the purposes ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be per- fected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting their the security interest granted under the ABL Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 2.4(f). As security for the payment and performance in full of all the Notes Obligations and ABL Obligations each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties and the ABL Secured Parties a lien on and security interest in all Pledged Collateral of the right, title and interest of such Grantor, in which ABL Agent has a perfected security interest and to and under the UCCPledged TL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. ABL Agent hereby appoints Term Loan Agent as its gratuitous bailee and non-fiduciary representative As security for the purposes payment and performance in full of perfecting their all the Notes Obligations, each Grantor hereby grants to the ABL Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all Pledged Collateral of the right, title and interest of such Grantor, in which Term Loan Agent has a perfected security interest and to and under the UCC. Each of ABL Agent and Term Loan Agent hereby accept such appointments pursuant to this Section 5.4 Subject to Sections 2.1 and 4 and unless and until the Payment in Full of ABL Priority Debt, Term Loan Agent agrees to promptly notify ABL Agent of any Pledged Collateral constituting ABL TL Priority Collateral held by it wherever located and whether now existing or by any other Term Loan Claimholder, and, immediately upon the request of ABL Agent hereafter arising or acquired from time to deliver to ABL Agent any such Pledged Collateral, together with any necessary endorsements (or otherwise allow ABL Agent to obtain possession of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2 and 4. Subject to Sections 2.1 and 4 and unless and until the Payment in Full of Term Loan Priority Debt and payment in full in cash of all Excess Term Loan Debt, ABL Agent agrees to promptly notify Term Loan Agent of any Pledged Collateral constituting Term Loan Priority Collateral held by it or by any other ABL Claimholder, and, immediately upon the request of Term Loan Agent to deliver to Term Loan Agent any such Pledged Collateral held by it or by any other ABL Claimholder, together with any necessary endorsements (or otherwise allow Term Loan Agent to obtain possession of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2.1 and 4time.

Bailee for Perfection. (a) ABL The Revolving Collateral Agent and the Term Loan Collateral Agent each agree to hold or control 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 is necessary to perfect a Lien thereon under the UCC or other applicable law ) (such possessory Collateral, which may include Collateral subject to deposit account control agreements or security account control agreements, being referred to as the “Pledged Collateral”), as gratuitous bailee for the benefit of and on behalf of and as a non-fiduciary representative agent for the Term Loan Collateral Agent or ABL the Revolving Collateral Agent, as applicableapplicable (such bailment and agency 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), solely for the purpose of perfecting the security interest granted under the Term Loan Documents or the ABL Revolving Loan Documents, as applicable, subject to the terms and conditions of this Section 5.4. The Term Loan Collateral Agent and the other Term Claimholders hereby appoints ABL appoint the Revolving Collateral Agent as its their gratuitous bailee (for the benefit of and on behalf of the Term Claimholders) and non-fiduciary representative agent for the purposes of perfecting their security interest in all Pledged Collateral in which ABL the Revolving Collateral Agent has a perfected security interest under the UCC. ABL The Revolving Collateral Agent and the other Revolving Claimholders hereby appoints appoint the Term Loan Collateral Agent as its their gratuitous bailee (for the benefit of and on behalf of the Revolving Claimholders) and non-fiduciary representative agent for the purposes of perfecting their security interest in all Pledged Collateral in which the Term Loan Collateral Agent has a perfected security interest under the UCC. Each of ABL the Revolving Collateral Agent and the Term Loan Collateral Agent hereby accept such appointments pursuant to this Section 5.4 Subject 5.4(a) and acknowledges and agrees that it shall act for the benefit of and on behalf of the Claimholders of the other Class with respect to Sections 2.1 any Pledged Collateral and 4 and unless that any proceeds received by the Revolving Collateral Agent or the Term Collateral Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Payment in Full Discharge of ABL Priority DebtRevolving Obligations has occurred, the Term Loan Collateral Agent agrees to promptly notify ABL the Revolving Collateral Agent of any Pledged Collateral constituting ABL Revolving Priority Collateral held or controlled by it (or its agents or bailees, other than the Revolving Collateral Agent) or actually known by a Responsible Officer (as defined in the Term Credit Agreement) of the Term Collateral Agent to be held or controlled by any other Term Loan ClaimholderClaimholders, andand at any time prior to the Discharge of Revolving Obligations, immediately upon the request of ABL Term Collateral Agent and each other Term Claimholder agrees to deliver to ABL the Revolving Collateral Agent any such Pledged CollateralCollateral held by it, together with any necessary endorsements (or otherwise allow ABL the Revolving Collateral Agent to obtain possession control of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2 and 4). Subject to Sections 2.1 and 4 and unless Unless and until the Payment in Full Discharge of Term Loan Priority Debt and payment in full in cash of all Excess Term Loan DebtObligations has occurred, ABL the Revolving Collateral Agent agrees to promptly notify the Term Loan Collateral Agent in writing of any Pledged Collateral constituting Term Loan Priority Collateral held or controlled by it (or its agents or bailees, other than the Term Collateral Agent) or actually known by it to be held by any other ABL ClaimholderRevolving Claimholders, and, immediately upon and at any time prior to the request Discharge of Term Loan Obligations, the Revolving Collateral Agent and each other Revolving Claimholder agrees to deliver to the Term Loan Collateral Agent any such Pledged Collateral held by it or by any other ABL Claimholderit, together with any necessary endorsements (or otherwise allow the Term Loan Collateral Agent to obtain possession control of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2.1 and 4).

Bailee for Perfection. (a) ABL Agent and Term Loan Agent each agree to hold that part of the Collateral that is in its possession (or in the possession of its agents or bailees), to the extent that possession is necessary to perfect a Lien thereon under the UCC or other applicable law (such possessory Collateral being referred to as the “Pledged Collateral”), as gratuitous bailee and as a non-fiduciary representative for Term Loan Agent or ABL Agent, as applicable, solely for the purpose of perfecting the security interest granted under the Term Loan Documents or the ABL Documents, as applicable, subject to the terms and conditions of this Section 5.4. Term Loan Agent Each Creditor hereby appoints ABL Agent the other Creditor as its gratuitous bailee and non-fiduciary representative agent for the purposes of perfecting their security interest the other Creditor’s Liens in all Pledged and on any of the Collateral in which ABL Agent has a perfected security interest the possession or under the UCC. ABL control of such Creditor or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent hereby appoints Term Loan Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of any Collateral shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral and, except for gross negligence or willful misconduct as its gratuitous bailee and determined pursuant to a final non-fiduciary representative appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the purposes possessing or controlling Creditor as collateral for indebtedness of perfecting their security interest in all Pledged Collateral in others to the possessing or controlling Creditor. Prior to the date on which Term Loan Agent has a perfected security interest under the UCC. Each of ABL First Lien Agent and Term Loan Agent hereby accept such appointments pursuant to this Section 5.4 Subject to Sections 2.1 and 4 and unless and until the Payment in Full of ABL Priority Debt, Term Loan Agent agrees to promptly notify ABL Agent of any Pledged Collateral constituting ABL Priority Collateral held by it or by any other Term Loan Claimholder, and, immediately upon the request of ABL Agent to deliver to ABL Agent any such Pledged Collateral, together with any necessary endorsements (or otherwise allow ABL Agent to obtain possession of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2 and 4. Subject to Sections 2.1 and 4 and unless and until the Payment in Full of Term Loan Priority Debt and First Lien Lenders shall have received final payment in full in cash of all Excess Term of the First Lien Obligations and the First Lien Loan DebtAgreements have been terminated, ABL any Collateral in the possession or under the control of Second Lien Agent agrees or the Second Lien Creditor shall be forthwith delivered to promptly notify Term First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any Pledged Collateral constituting Term Loan Priority Collateral held in their possession to Second Lien Agent, except as may otherwise be required by it applicable law or court order and (ii) a written notice prepared by any other ABL Claimholder, and, immediately upon Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the request of Term Loan Agent to deliver to Term Loan Agent any rights and take the actions set forth in such Pledged Collateral held by it landlord’s waiver or by any other ABL Claimholder, together with any necessary endorsements (or otherwise allow Term Loan Agent to obtain possession of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2.1 and 4bailee waiver.

Bailee for Perfection. (a) ABL Revolving Agent and Term Loan Agent each agree to hold or control 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 necessary taken to perfect a Lien thereon under the UCC or other applicable law (such possessory Collateral being referred to as Collateral, the “Pledged Collateral”), as gratuitous bailee and as a non-fiduciary representative agent for the benefit of and on behalf of Term Loan Agent or ABL Revolving Agent, as applicableapplicable (such bailment and agency 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), solely for the purpose of perfecting the security interest granted under the Term Loan Documents or the ABL Revolving Loan Documents, as applicable, subject to the terms and conditions of this Section 5.4. Term Loan Agent and the Term Loan Claimholders hereby appoints ABL appoint Revolving Agent as its their gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which ABL Revolving Agent has a perfected security interest under the UCC. ABL Revolving Agent and the Revolving Claimholders hereby appoints appoint Term Loan Agent as its their gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which Term Loan Agent has a perfected security interest under the UCC. Each of ABL Revolving Agent and Term Loan Agent hereby accept such appointments pursuant to this Section 5.4 Subject 5.4(a) and acknowledge and agree that it shall act for the benefit of and on behalf of the other Claimholders with respect to Sections 2.1 any Pledged Collateral and 4 and unless that any Proceeds received by Revolving Agent or Term Loan Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Payment in Full Discharge of ABL Priority DebtRevolving Obligations, Term Loan Agent agrees to promptly notify ABL Revolving Agent of any Pledged Collateral constituting ABL Revolving Priority Collateral held by it or known by it to be held by any other Term Loan ClaimholderClaimholders, and, immediately upon the request of ABL Revolving Agent at any time prior to the Discharge of Revolving Obligations, Term Loan Agent agrees to deliver to ABL Revolving Agent any such Pledged CollateralCollateral held by it or by any Term Loan Claimholders, together with any necessary endorsements (or otherwise allow ABL Revolving Agent to obtain possession control of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2 and 4). Subject to Sections 2.1 and 4 and unless Unless and until the Payment in Full Discharge of Term Loan Priority Debt and payment in full in cash of all Excess Term Loan DebtObligations, ABL Revolving Agent agrees to promptly notify Term Loan Agent of any Pledged Collateral constituting Term Loan Priority Collateral held by it or known by it to be held by any other ABL ClaimholderRevolving Claimholders, and, immediately upon the request of Term Loan Agent at any time prior to the Discharge of the Term Loan Obligations, Revolving Agent agrees to deliver to Term Loan Agent any such Pledged Collateral held by it or by any other ABL ClaimholderRevolving Claimholders, together with any necessary endorsements (or otherwise allow Term Loan Agent to obtain possession control of such Pledged Collateral). Until the Discharge of Revolving Obligations, Revolving Agent will Control (as defined in Sections 8-106, 9-104 and 9-106 of the UCC, as applicable) any Deposit Accounts, securities accounts or commodity accounts constituting Collateral and controlled by Revolving Agent as gratuitous bailee and as a non-fiduciary agent for Disposition the benefit of and distribution on behalf of Proceeds Term Loan Agent as secured party and Term Loan Claimholders solely for the purpose of perfecting the security interest granted under the Term Loan Documents and subject to the terms and conditions of this Section 5.4. In furtherance of the foregoing each Grantor hereby acknowledges that it has granted to Revolving Agent for the benefit of the Term Loan Claimholders a security interest in accordance all rights of such Grantors under the Deposit Accounts and Revolving Agent hereby agrees to act as a non-fiduciary agent for the benefit of Term Loan Agent and the Term Loan Claimholders under each control agreement entered into by it with Sections 2.1 and 4respect to any Deposit Account.

Bailee for Perfection. (a) ABL Agent and Term Loan Agent each agree to hold or control 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 necessary taken to perfect a Lien thereon under the UCC or other applicable law (such possessory Collateral being referred to as the “Pledged Collateral”), as gratuitous bailee and as a non-fiduciary representative for Term Loan Agent or ABL Agent, as applicableapplicable (such bailment and agency 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), solely for the purpose of perfecting the security interest granted under the Term Loan Documents or the ABL Documents, as applicable, subject to the terms and conditions of this Section 5.4. Term Loan Agent hereby appoints ABL Agent as its gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which ABL Agent has a perfected security interest under the UCC. ABL Agent hereby appoints Term Loan Agent as its gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which Term Loan Agent has a perfected security interest under the UCC. Each of ABL Agent and Term Loan Agent hereby accept such appointments pursuant to this Section 5.4 Subject and acknowledge and agree that it shall act for the benefit of and on behalf of the other Claimholders with respect to Sections 2.1 any Pledged Collateral and 4 and unless that any Proceeds received by ABL Agent or Term Loan Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Payment in Full of the ABL Priority Debt, Term Loan Agent agrees to promptly notify ABL Agent of any Pledged Collateral constituting ABL Priority Collateral held by it or by any other Term Loan Claimholder, and, immediately upon the request of ABL Agent at any time prior to the Payment in Full of the ABL Debt, Term Loan Agent agrees to deliver to ABL Agent any such Pledged CollateralCollateral held by it or by any other Term Loan Claimholder, together with any necessary endorsements (or otherwise allow ABL Agent to obtain possession control of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2 and 4). Subject to Sections 2.1 and 4 and unless Unless and until the Payment in Full of Term Loan Priority Debt and payment in full in cash of all Excess the Term Loan Debt, ABL Agent agrees to promptly notify Term Loan Agent of any Pledged Collateral constituting Term Loan Priority Collateral held by it or by any other ABL Claimholder, and, immediately upon the request of Term Loan Agent at any time prior to the Payment in Full of the Term Loan Debt, ABL Agent agrees to deliver to Term Loan Agent any such Pledged Collateral held by it or by any other ABL Claimholder, together with any necessary endorsements (or otherwise allow Term Loan Agent to obtain possession control of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2.1 and 4).

Bailee for Perfection. (a) ABL a. The Senior Agent and Term Loan each Subordinated Agent each agree to hold or control 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 necessary taken to perfect a Lien thereon under the UCC or other applicable law (such possessory Collateral being referred to as the “Pledged Collateral”), as gratuitous bailee and as a non-fiduciary representative agent for Term Loan Agent the Subordinated Agents or ABL the Senior Agent, as applicableapplicable (such bailment and agency 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), solely for the purpose of perfecting the security interest granted under the Term Subordinated Loan Documents or the ABL Senior Loan Documents, as applicable, subject to the terms and conditions of this Section 5.43. Term Loan Agent hereby appoints ABL Agent as its gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which ABL Agent has a perfected security interest under the UCC. ABL Agent hereby appoints Term Loan Agent as its gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which Term Loan Agent has a perfected security interest under the UCC. Each of ABL Agent and Term Loan Agent hereby accept such appointments pursuant to this Section 5.4 Subject to Sections 2.1 and 4 and unless Unless and until the Payment in Full Discharge of ABL Priority DebtSenior Indebtedness, Term Loan each Subordinated Agent agrees to promptly notify ABL the Senior Agent of any Pledged Collateral constituting ABL Priority Collateral held by it or by any other Term Loan ClaimholderSubordinated Xxxxxx, and, immediately upon at any time prior to the request Discharge of ABL Senior Indebtedness, any Subordinated Agent to or such Subordinated Lender holding any Pledged Collateral shall promptly deliver to ABL the Senior Agent any such Pledged CollateralCollateral held by it, together with any necessary endorsements (or otherwise allow ABL the Senior Agent to obtain possession control of such Pledged Collateral) for Disposition ). b. The Senior Agent shall have no obligation whatsoever to any Subordinated Agent or any Subordinated Lender to ensure that the Pledged Collateral is genuine or owned by any Obligor or to preserve rights or benefits of any Person except as expressly set forth in this Section 3. No Subordinated Agent shall have any obligation whatsoever to the Senior Agent or any Senior Lender to ensure that the Pledged Collateral is genuine or owned by any Obligor or to preserve rights or benefits of any Person except as expressly set forth in this Section 3. The duties or responsibilities of the Senior Agent under this Section 3 shall be limited solely to holding or controlling the Pledged Collateral as bailee and distribution of Proceeds agent in accordance with Sections 2 this Section 3 and 4. Subject to Sections 2.1 and 4 and unless and until delivering the Payment in Full of Term Loan Priority Debt and payment in full in cash of all Excess Term Loan Debt, ABL Agent agrees to promptly notify Term Loan Agent of any Pledged Collateral constituting Term Loan Priority Collateral held by it upon a Discharge of Senior Indebtedness as provided in clause (d) of this Section 3. The duties or by any other ABL Claimholder, and, immediately upon responsibilities of each Subordinated Agent under this Section 3 shall be limited solely to holding or controlling the request of Term Loan Agent to deliver to Term Loan Agent any such Pledged Collateral held by it or by any other ABL Claimholder, together with any necessary endorsements (or otherwise allow Term Loan Agent to obtain possession of such Pledged Collateral) for Disposition as bailee and distribution of Proceeds agent in accordance with Sections 2.1 this Section 3 and 4delivering the Pledged Collateral to the Senior Agent as provided in clause (a) of this Section 3. c. The Senior Agent acting pursuant to this Section 3 shall not have by reason of the Senior Loan Documents, the Subordinated Loan Documents, or this Subordination Agreement a fiduciary relationship in respect of any Subordinated Agent or any Subordinated Lender. No Subordinated Agent acting pursuant to this Section 3 shall have by reason of the Senior Loan Documents, the Subordinated Loan Documents, or this Subordination Agreement a fiduciary relationship in respect of the Senior Agent or any Senior Lender or any other Subordinated Agent, or (x) in the case of the Second Lien Agent, any Third Xxxx Xxxxxx, or (y) in the case of the Third Lien Agent, any Second Lien Lender.

Bailee for Perfection. (ai) ABL Each Pari Passu Collateral Agent and Term Loan Agent each agree agrees to hold that part of the Notes 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 necessary taken to perfect a Lien thereon under the UCC or other applicable law (such possessory Notes Collateral being referred to as the “Pledged Notes Collateral”)) first as collateral agent for the Pari Passu Secured Parties and second as bailee for and, with respect to any collateral that cannot be perfected in such manner, as gratuitous bailee agent for, the ABL Facility Agent (on behalf of the ABL Secured Parties) and any assignee thereof and act as a non-fiduciary representative for Term Loan Agent or ABL Agentsuch agent under all control agreements relating to the Pledged Notes Collateral, as applicable, in each case solely for the purpose of perfecting the security interest granted under the Term Loan Pari Passu Documents or and the ABL Documents, as applicable, subject to the terms and conditions of this Section 5.42.4(f). Term Loan Following the Discharge of Pari Passu Lien Obligations, the ABL Facility Agent hereby appoints ABL Agent agrees to hold the Pledged Notes Collateral as its gratuitous bailee and non-fiduciary representative collateral agent for the purposes ABL Secured Parties, subject to the terms and conditions of perfecting their this Section 2.4(f). As security for the payment and performance in full of all the ABL Obligations each Grantor hereby grants to the Pari Passu Collateral Agents for the benefit of the ABL Secured Parties a Lien on and security interest in all Pledged Collateral of the right, title and interest of such Grantor, in which ABL Agent has a perfected security interest and to and under the UCC. ABL Agent hereby appoints Term Loan Agent as its gratuitous bailee Pledged Notes Collateral wherever located and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which Term Loan Agent has a perfected security interest under the UCC. Each of ABL Agent and Term Loan Agent hereby accept such appointments pursuant whether now existing or hereafter arising or acquired from time to this Section 5.4 Subject to Sections 2.1 and 4 and unless and until the Payment in Full of ABL Priority Debt, Term Loan Agent agrees to promptly notify ABL Agent of any Pledged Collateral constituting ABL Priority Collateral held by it or by any other Term Loan Claimholder, and, immediately upon the request of ABL Agent to deliver to ABL Agent any such Pledged Collateral, together with any necessary endorsements (or otherwise allow ABL Agent to obtain possession of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2 and 4. Subject to Sections 2.1 and 4 and unless and until the Payment in Full of Term Loan Priority Debt and payment in full in cash of all Excess Term Loan Debt, ABL Agent agrees to promptly notify Term Loan Agent of any Pledged Collateral constituting Term Loan Priority Collateral held by it or by any other ABL Claimholder, and, immediately upon the request of Term Loan Agent to deliver to Term Loan Agent any such Pledged Collateral held by it or by any other ABL Claimholder, together with any necessary endorsements (or otherwise allow Term Loan Agent to obtain possession of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2.1 and 4time.

Bailee for Perfection. (a) The ABL Agent and the Term Loan Agent each agree to hold or control 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 is necessary or control thereof may be taken to perfect a Lien thereon under the UCC or other applicable law law, including any account (including deposit accounts) in which Collateral is held and over which the ABL Agent or the Term Agent has control (such possessory Collateral being referred to as the “Pledged Collateral”), as gratuitous bailee and as a non-fiduciary representative for the Term Loan Agent or the ABL Agent, as applicableapplicable (such bailment and agency 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), solely for the purpose of perfecting the security interest granted under the Term Loan Documents or the ABL Documents, as applicable, subject to the terms and conditions of this Section 5.4. Each Term Loan Agent hereby appoints the ABL Agent as its gratuitous bailee and non-fiduciary representative for the purposes of perfecting their its security interest in all Pledged Collateral in which the ABL Agent has a perfected security interest under the UCC. The ABL Agent hereby appoints the Term Loan Agent as its gratuitous bailee and non-fiduciary representative for the purposes of perfecting their its security interest in all Pledged Collateral in which the Term Loan Agent has a perfected security interest under the UCC. Each of the ABL Agent and the Term Loan Agent hereby accept accepts such appointments appointment pursuant to this Section 5.4 Subject and acknowledges and agrees that it shall hold possession or have control for the benefit of and on behalf of the other Claimholders with respect to Sections 2.1 any Pledged Collateral and 4 and unless that any Proceeds received by the ABL Agent or the Term Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Payment in Full of ABL Priority DebtDebt has occurred, the Term Loan Agent agrees to promptly (upon its actual knowledge thereof) notify the ABL Agent of any Pledged Collateral constituting ABL Priority Collateral held by it or by any other Term Loan Claimholder, and, immediately promptly upon the request of the ABL Agent at any time prior to the Payment in Full of ABL Priority Debt, the Term Agent agrees to deliver to the ABL Agent Agent, upon its request, any such Pledged CollateralCollateral held by it or by any other Term Claimholder, together with any necessary endorsements (or otherwise allow the ABL Agent to obtain possession control of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2 and 4). Subject to Sections 2.1 and 4 and unless Unless and until the Payment in Full of Term Loan Priority Debt and payment in full in cash of all Excess Term Loan Debthas occurred, the ABL Agent agrees to promptly (upon its actual knowledge thereof) notify the Term Loan Agent of any Pledged Collateral constituting Term Loan Priority Collateral held by it or by any other ABL Claimholder, and, immediately promptly upon the request of the Term Loan Agent at any time prior to the Payment in Full of Term Priority Debt, the ABL Agent agrees to deliver to the Term Loan Agent any such Pledged Collateral held by it or by any other ABL Claimholder, together with any necessary endorsements (or otherwise allow the Term Loan Agent to obtain possession control of such Pledged Collateral). (b) for Disposition Without limiting or qualifying the provisions of Section 3.3 hereof, the ABL Agent shall have no obligation whatsoever to any of the Term Claimholders to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any person except as expressly set forth in this Section 5.4. Without limiting or qualifying the provisions of Section 3.3 hereof, the Term Agent shall have no obligation whatsoever to any of the ABL Claimholders to ensure that the Pledged Collateral is genuine or owned by any of the Grantors 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 ABL Agent under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as gratuitous bailee and distribution of Proceeds non-fiduciary representative in accordance with Sections 2.1 this Section 5.4 and 4.delivering any Pledged Collateral in its possession or control (or in the possession or control of its agents or bailees) upon a Payment in Full of ABL Priority Debt as provided in Section 5.6. The duties or responsibilities of the Term Agent under this Section 5.4 shall be limited solely to holding or controlling the Pledged

Bailee for Perfection. (ai) ABL The Controlling Term Debt Agent and Term Loan Agent each agree agrees to hold that part of the Pari Term Debt Priority 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 necessary taken to perfect a Lien thereon under the UCC or other applicable law (such possessory Pari Term Debt Priority Collateral being referred to as the “Pledged Pari Term Debt Priority Collateral”)) as collateral agent for the Pari Term Debt Secured Parties and as bailee for the benefit and on behalf of and, with respect to any collateral that cannot be perfected in such manner, as gratuitous bailee agent for the benefit and on behalf of, the ABL Collateral Agent (on behalf of the ABL Secured Parties) and any assignee thereof and act as a non-fiduciary representative for such agent under all control agreements relating to the Pledged Pari Term Loan Agent or ABL AgentDebt Priority Collateral, as applicable, in each case solely for the purpose of perfecting the security interest granted under the Pari Term Loan Debt Documents or and the ABL Documents, as applicable, subject to the terms and conditions of this Section 5.42.4(f). Following the Discharge of Term Loan Obligations and Discharge of the Additional Pari Term Debt Obligations, the ABL Collateral Agent hereby appoints ABL Agent agrees to hold the Pledged Pari Term Debt Priority Collateral as its gratuitous bailee and non-fiduciary representative collateral agent for the purposes ABL Secured Parties solely for the purpose of perfecting their the security interest granted under the ABL Documents, as applicable, subject to the terms and conditions of this Section 2.4(f). As security for the payment and performance in full of all the ABL Obligations each Grantor hereby grants to the Controlling Term Debt Agent, for itself and behalf of the Pari Term Debt Secured Parties for the benefit of the ABL Secured Parties a lien on and security interest in all Pledged Collateral of the right, title and interest of such Grantor, in which ABL Agent has a perfected security interest and to and under the UCC. ABL Agent hereby appoints Pledged Pari Term Loan Agent as its gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which Term Loan Agent has a perfected security interest under the UCC. Each of ABL Agent and Term Loan Agent hereby accept such appointments pursuant to this Section 5.4 Subject to Sections 2.1 and 4 and unless and until the Payment in Full of ABL Priority Debt, Term Loan Agent agrees to promptly notify ABL Agent of any Pledged Collateral constituting ABL Debt Priority Collateral held by it wherever located and whether now existing or by any other Term Loan Claimholder, and, immediately upon the request of ABL Agent hereafter arising or acquired from time to deliver to ABL Agent any such Pledged Collateral, together with any necessary endorsements (or otherwise allow ABL Agent to obtain possession of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2 and 4. Subject to Sections 2.1 and 4 and unless and until the Payment in Full of Term Loan Priority Debt and payment in full in cash of all Excess Term Loan Debt, ABL Agent agrees to promptly notify Term Loan Agent of any Pledged Collateral constituting Term Loan Priority Collateral held by it or by any other ABL Claimholder, and, immediately upon the request of Term Loan Agent to deliver to Term Loan Agent any such Pledged Collateral held by it or by any other ABL Claimholder, together with any necessary endorsements (or otherwise allow Term Loan Agent to obtain possession of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2.1 and 4time.

Bailee for Perfection. (a) ABL The Term Collateral Agent and Term Loan Agent each agree agrees to hold that part of the TL Priority 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 necessary taken to perfect a Lien thereon under the UCC or other applicable law (such possessory TL Priority Collateral being referred to as the “Pledged TL Priority Collateral”)) as collateral agent for the Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as gratuitous bailee agent for, the ABL Collateral Agent (on behalf of the ABL Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as a non-fiduciary representative for Term Loan Agent or ABL Agentsuch agent under all control agreements relating to the Pledged TL Priority Collateral, as applicable, in each case solely for the purpose of perfecting the security interest granted under the Term Loan Documents or Documents, the ABL Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 5.42.4(f). Following the Discharge of Term Loan Obligations, the ABL Collateral Agent hereby appoints ABL Agent agrees to hold the Pledged TL Priority Collateral as its gratuitous bailee and non-fiduciary representative collateral agent for the purposes ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting their the security interest granted under the ABL Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 2.4(f). As security for the payment and performance in full of all the Notes Obligations and ABL Obligations each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties and the ABL Secured Parties a lien on and security interest in all Pledged Collateral of the right, title and interest of such Grantor, in which ABL Agent has a perfected security interest and to and under the UCCPledged TL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. ABL Agent hereby appoints Term Loan Agent as its gratuitous bailee and non-fiduciary representative As security for the purposes payment and performance in full of perfecting their all the Notes Obligations, each Grantor hereby grants to the ABL Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged TL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. Subject to the terms of this Agreement, (x) until the Discharge of Term Obligations has occurred, the Term Collateral Agent shall be entitled to deal with the Pledged TL Priority Collateral in which accordance with the terms of the Term Loan Documents as if the Liens of the ABL Collateral Agent has a perfected security interest under the UCC. Each ABL Security Documents and the Liens of the Notes Collateral Agent under the Notes Security Documents did not exist and (y) following the Discharge of Term Obligations and until the Discharge of ABL Obligations has occurred, the ABL Collateral Agent shall be entitled to deal with the Pledged TL Priority Collateral in accordance with the terms of the ABL Documents as if the Liens of the Notes Collateral Agent under the Notes Security Documents did not exist. The rights of the ABL Collateral Agent and the Notes Collateral Agent shall at all times be subject to the terms of this Agreement and to the Term Loan Collateral Agent’s rights under the Term Documents. The Term Collateral Agent hereby accept such appointments shall have no obligation whatsoever to any Term Secured Party, the ABL Collateral Agent, any ABL Secured Party, the Notes Collateral Agent or any Notes Secured Party to ensure that the Pledged TL Priority Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 2.4(f). The duties or responsibilities of the Term Collateral Agent under this Section 2.4(f) shall be limited solely to holding the Pledged TL Priority Collateral as bailee or agent in accordance with this Section 2.4(f). The ABL Collateral Agent shall have no obligation whatsoever to any ABL Secured Party, the Notes Collateral Agent or any Notes Secured Party to ensure that the Pledged TL Priority Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 2.4(f). The duties or responsibilities of the ABL Collateral Agent under this Section 2.4(f) shall be limited solely to holding the Pledged TL Priority Collateral as bailee or agent in accordance with this Section 2.4(f). The Term Collateral Agent acting pursuant to this Section 5.4 Subject to Sections 2.1 and 4 and unless and until 2.4(f) shall not have by reason of the Payment Term Security Documents, the ABL Security Documents, the Notes Security Documents, this Agreement or any other document a fiduciary relationship in Full of ABL Priority Debt, Term Loan Agent agrees to promptly notify ABL Agent respect of any Term Secured Party, the ABL Collateral Agent, any ABL Secured Party, the Notes Collateral Agent or any Notes Secured Party. The ABL Collateral Agent acting pursuant to this Section 2.4(f) shall not have by reason of the ABL Security Documents, the Notes Security Documents, this Agreement or any other document a fiduciary relationship in respect of any ABL Secured Party, the Notes Collateral Agent or any Notes Secured Party. Upon the Discharge of Term Obligations under the Term Documents to which the Term Collateral Agent is a party, the Term Collateral Agent shall deliver or cause to be delivered the remaining Pledged Collateral constituting ABL TL Priority Collateral held by it (if any) in its possession or by any other Term Loan Claimholder, and, immediately upon in the request possession of ABL Agent to deliver to ABL Agent any such Pledged Collateralits agents or bailees, together with any necessary endorsements (or otherwise allow endorsements, first, to the ABL Collateral Agent to the extent ABL Obligations remain outstanding, second, to the Notes Collateral Agent to the extent Notes Obligations remain outstanding and third, to the applicable Grantor to the extent no Term Obligations, ABL Obligations or Notes Obligations remain outstanding (in each case, so as to allow such Person to obtain possession control of such Pledged TL Priority Collateral) for Disposition and distribution will cooperate with the ABL Collateral Agent or Notes Collateral Agent, as applicable, in assigning (without recourse to or warranty by the Term Collateral Agent or any Term Secured Party or agent or bailee thereof) control over any other Pledged TL Priority Collateral under its control. The Term Collateral Agent further agrees to take all other action reasonably requested by such Person in connection with such Person obtaining a first priority interest in the Pledged TL Priority Collateral or as a court of Proceeds in accordance with Sections 2 and 4competent jurisdiction may otherwise direct. Subject to Sections 2.1 and 4 and unless and until Following the Payment in Full Discharge of Term Loan Priority Debt Obligations and payment in full in cash upon the Discharge of all Excess Term Loan DebtABL Obligations under the ABL Documents to which the ABL Collateral Agent is a party, the ABL Collateral Agent agrees shall deliver or cause to promptly notify Term Loan Agent of any be delivered the remaining Pledged Collateral constituting Term Loan TL Priority Collateral held by it (if any) in its possession or by any other ABL Claimholder, and, immediately upon in the request possession of Term Loan Agent to deliver to Term Loan Agent any such Pledged Collateral held by it its agents or by any other ABL Claimholderbailees, together with any necessary endorsements (or otherwise allow Term Loan endorsements, first, to the Notes Collateral Agent to the extent Notes Obligations remain outstanding, and second, to the applicable Grantor to the extent no ABL Obligations or Notes Obligations remain outstanding (in each case, so as to allow such Person to obtain possession control of such Pledged TL Priority Collateral) and will cooperate with the Notes Collateral Agent in assigning (without recourse to or warranty by the ABL Collateral Agent or any ABL Secured Party or agent or bailee thereof) control over any other Pledged TL Priority Collateral under its control. The ABL Collateral Agent further agrees to take all other action reasonably requested by such Person in connection with such Person obtaining a first priority interest in the Pledged TL Priority Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary herein, if, for Disposition any reason, any ABL Obligations remain outstanding upon the Discharge of Term Obligations, all rights of the Term Collateral Agent hereunder and distribution under the Term Security Documents, the ABL Security Documents or the Notes Security Documents (1) with respect to the delivery and control of Proceeds any part of the TL Priority Collateral, and (2) to direct, instruct, vote upon or otherwise influence the maintenance or disposition of such TL Priority Collateral, shall immediately, and (to the extent permitted by law) without further action on the part of either of the Notes Collateral Agent, the ABL Collateral Agent or the Term Collateral Agent, pass to the ABL Collateral Agent, who shall thereafter hold such rights for the benefit of the ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in accordance such manner, as agent for, the Notes Secured Parties. Each of the Term Collateral Agent and the Grantors agrees that it will, if any ABL Obligations or Notes Obligations remain outstanding upon the Discharge of Term Obligations, take any other action required by any law or reasonably requested by the ABL Collateral Agent or the Notes Collateral Agent, in connection with Sections 2.1 the ABL Collateral Agent’s establishment and 4perfection of a First Priority security interest in the TL Priority Collateral and the Notes Collateral Agent’s establishment and perfection of a Second Priority security interest in the TL Priority Collateral. Notwithstanding anything to the contrary contained herein, if for any reason, prior to the Discharge of the ABL Obligations, the Term Collateral Agent or the Notes Collateral Agent acquires possession of any Pledged ABL Priority Collateral, the Term Collateral Agent or the Notes Collateral Agent shall hold same as bailee and/or agent to the same extent as is provided in preceding clause (i) with respect to Pledged TL Priority Collateral, provided that as soon as is practicable the Term Collateral Agent or the Notes Collateral Agent shall deliver or cause to be delivered such Pledged ABL Priority Collateral to the ABL Collateral Agent in a manner otherwise consistent with the requirements of preceding clause (v).

Bailee for Perfection. (a) ABL Agent and Term Loan Notes Agent each agree to hold or control 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 necessary taken to perfect a Lien thereon under the UCC or other applicable law (such possessory Collateral being referred to as the “Pledged Collateral”), as gratuitous bailee and as a non-fiduciary representative agent for Term Loan the benefit of and on behalf of Notes Agent or ABL Agent, as applicableapplicable (such bailment and agency being intended, among other things, to satisfy the requirements of possession or control under Sections 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and 9-107 of the UCC), solely for the purpose of perfecting the security interest granted under the Term Loan Notes Documents or the ABL Loan Documents, as applicable, subject to the terms and conditions of this Section 5.4. Term Loan Notes Agent and the other Notes Claimholders hereby appoints appoint ABL Agent as its their gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which ABL Agent has a perfected security interest under the UCC. ABL Agent and the other ABL Claimholders hereby appoints Term Loan appoint Notes Agent as its their gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which Term Loan Notes Agent has a perfected security interest under the UCC. Each of ABL Agent and Term Loan Notes Agent hereby accept such appointments pursuant to this Section 5.4 Subject 5.4(a) and acknowledge and agree that it shall act for the benefit of and on behalf of the other Agent and the applicable other Claimholders with respect to Sections 2.1 any Pledged Collateral and 4 and unless that any proceeds received by ABL Agent or Notes Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Payment Discharge of Notes Obligations, ABL Agent agrees to promptly notify Notes Agent of any Pledged Collateral constituting Notes Priority Collateral held by it or known by it to be held by any other ABL Claimholders, and, immediately upon the request of Notes Agent in Full writing at any time prior to the Discharge of Notes Obligations, ABL Agent agrees to deliver to Notes Agent any such Pledged Collateral held by it or by any other ABL Claimholders, together with any necessary endorsements (or otherwise allow Notes Agent to obtain control of such Pledged Collateral). Unless and until the Discharge of ABL Priority DebtObligations, Term Loan Notes Agent agrees to promptly notify ABL Agent of any Pledged Collateral constituting ABL Priority Collateral held by it or known by it to be held by any other Term Loan ClaimholderNotes Claimholders, and, immediately upon the request of ABL Agent in writing at any time prior to the Discharge of ABL Obligations, Notes Agent agrees to deliver to ABL Agent any such Pledged CollateralCollateral held by it or by any other Notes Claimholders, together with any necessary endorsements (or otherwise allow ABL Agent to obtain possession control of such Pledged Collateral) for Disposition and distribution ). ABL Agent hereby agrees that upon the Discharge of Proceeds in accordance with Sections 2 and 4. Subject ABL Obligations, upon the written request of Notes Agent, to Sections 2.1 and 4 and unless and until the Payment in Full of Term Loan Priority Debt and payment extent that the applicable control agreement is in full in cash of all Excess Term Loan Debtforce and effect and has not been terminated, ABL Agent agrees shall continue to promptly notify Term Loan act as such a gratuitous bailee and non-fiduciary agent for Notes Agent (solely for the purpose of any Pledged Collateral constituting Term Loan Priority Collateral held by it perfecting the security interest granted under the Notes Documents and at the expense of Grantors) with respect to the deposit account or by any other ABL Claimholder, and, immediately upon securities account that is the request of Term Loan Agent to deliver to Term Loan Agent any such Pledged Collateral held by it or by any other ABL Claimholder, together with any necessary endorsements (or otherwise allow Term Loan Agent to obtain possession subject of such Pledged Collateralcontrol agreement, until the earlier to occur of (x) for Disposition 30 days after the date when the Discharge of ABL Obligations has occurred, and distribution (y) the date when a control agreement is executed in favor of Proceeds in accordance Notes Agent with Sections 2.1 and 4respect to such deposit account or securities account.

Bailee for Perfection. (a) ABL First Lien Agent and Term Loan Agent Second Lien Trustee each agree to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees), including any custodian or services as to motor vehicle certificates of title) to the extent that possession or control thereof is necessary taken to perfect a Lien thereon under the UCC or other applicable law (such possessory Collateral being referred to as the “Pledged Collateral”), as gratuitous bailee and as a non-fiduciary representative agent for Term Loan Agent Second Lien Trustee or ABL First Lien Agent, as applicableapplicable (such bailment and agency 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), solely for the purpose of perfecting the security interest granted under the Term Loan Second Lien Documents or the ABL First Lien Loan Documents, as applicable, subject to the terms and conditions of this Section 5.4. Term Loan First Lien Agent hereby appoints ABL and Second Lien Trustee agree to enter into any servicing agreements, collateral agency agreements or similar bailment agreements with third party agents or bailees as First Lien Agent deems appropriate for the purpose of perfecting Liens in the Pledged Collateral, including, without limitation, as its gratuitous bailee to any motor vehicle certificates of title; provided, however, that the form of such agreement and non-fiduciary representative such arrangements shall be satisfactory to the First Lien Agent and the Second Lien Trustee. For the avoidance of doubt, the Second Lien Trustee shall not act as lienholder with respect to motor vehicle certificates of title. To the extent in any jurisdiction only one lienholder may be noted on a certificate of title under applicable law, First Lien Agent shall be specified as the lienholder, and for the purposes of perfecting their security interest the applicable State certificate of title laws, First Lien Agent shall act as agent for both the First Lien Secured Parties and the Second Lien Secured Parties in all Pledged Collateral in which ABL Agent has a perfected security interest under order to perfect and secure both the UCC. ABL Agent hereby appoints Term Loan Agent as its gratuitous bailee First Lien Obligations and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which Term Loan Agent has a perfected security interest under Second Lien Obligations pursuant to an agreement reasonably satisfactory to the UCC. Each of ABL First Lien Agent and Term Loan Agent hereby accept the Second Lien Trustee; provided that, notwithstanding that there may be only one lienholder noted on such appointments pursuant certificate of title for such purposes, the priorities as between the rights of First and Second Lien Claimholders shall be as if there were two separate Liens, subject to the priorities and other terms of this Section 5.4 Subject to Sections 2.1 and 4 and unless Agreement. Unless and until the Payment in Full Discharge of ABL the First Lien Priority DebtObligations, Term Loan Agent Second Lien Trustee agrees to promptly notify ABL First Lien Agent of any Pledged Collateral constituting ABL Priority Collateral held by it or by any other Term Loan ClaimholderSecond Lien Claimholders, and, immediately upon the request of ABL First Lien Agent at any time prior to the Discharge of the First Lien Priority Obligations, Second Lien Trustee agrees to deliver to ABL Agent any such Pledged Collateral, together with any necessary endorsements (or otherwise allow ABL Agent to obtain possession of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2 and 4. Subject to Sections 2.1 and 4 and unless and until the Payment in Full of Term Loan Priority Debt and payment in full in cash of all Excess Term Loan Debt, ABL Agent agrees to promptly notify Term Loan Agent of any Pledged Collateral constituting Term Loan Priority Collateral held by it or by any other ABL Claimholder, and, immediately upon the request of Term Loan Agent to deliver to Term Loan First Lien Agent any such Pledged Collateral held by it or by any other ABL ClaimholderSecond Lien Claimholders, together with any necessary endorsements (or otherwise allow Term Loan First Lien Agent to obtain possession control of such Pledged Collateral). First Lien Agent hereby agrees that upon the Discharge of the First Lien Priority Obligations, upon the written request of Second Lien Trustee, to the extent that the applicable control agreement is in full force and effect and has not been terminated, First Lien Agent shall continue to act as such a bailee and non-fiduciary agent for Second Lien Trustee (solely for the purpose of perfecting the security interest granted under the Second Lien Documents and at the expense of Second Lien Trustee) for Disposition with respect to the deposit account or securities account that is the subject of such control agreement, until the earlier to occur of (x) 30 days after the date when the Discharge of the First Lien Priority Obligations has occurred, and distribution (y) the date when a control agreement is executed in favor of Proceeds in accordance Second Lien Trustee with Sections 2.1 and 4respect to such deposit account or securities account.

Bailee for Perfection. (a) ABL Agent and Term Loan Notes Agent each agree to hold or control 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 necessary taken to perfect a Lien thereon under the UCC or other applicable law (such possessory Collateral being referred to as the “Pledged Collateral”), as gratuitous bailee and as a non-fiduciary representative agent for Term Loan the benefit of and on behalf of Notes Agent or ABL Agent, as applicableapplicable (such bailment and agency being intended, among other things, to satisfy the requirements of possession or control under Sections 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and 9-107 of the UCC), solely for the purpose of perfecting the security interest granted under the Term Loan Notes Collateral Documents or the ABL Loan Documents, as applicable, subject to the terms and conditions of this Section 5.4. Term Loan Notes Agent and the other Notes Claimholders hereby appoints appoint ABL Agent as its their gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which ABL Agent has a perfected security interest under the UCC. ABL Agent and the other ABL Claimholders hereby appoints Term Loan appoint Notes Agent as its their gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which Term Loan Notes Agent has a perfected security interest under the UCC. Each of ABL Agent and Term Loan Notes Agent hereby accept such appointments appointmentsappointment pursuant to this Section 5.4 Subject 5.4(a) and acknowledge and agree that it shall act for the benefit of and on behalf of the other Agent and the applicable other Claimholders with respect to Sections 2.1 any Pledged Collateral and 4 and unless that any proceeds received by ABL Agent or Notes Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Payment Discharge of Notes Obligations, ABL Agent agrees to promptly notify Notes Agent of any Pledged Collateral constituting Notes Priority Collateral held by it or known by it to be held by any other ABL Claimholders, and, immediatelypromptly upon the request of Notes Agent in Full writing at any time prior to the Discharge of Notes Obligations, ABL Agent agrees to deliver to Notes Agent any such Pledged Collateral held by it or by any other ABL Claimholders, together with any necessary endorsements (or otherwise allow Notes Agent to obtain control of such Pledged Collateral). Unless and until the Discharge of ABL Priority DebtObligations, Term Loan Notes Agent agrees to promptly notify ABL Agent of any Pledged Collateral constituting ABL Priority Collateral held by it or known by it to be held by any other Term Loan ClaimholderNotes Claimholders, and, immediately immediatelypromptly upon the request of ABL Agent in writing at any time prior to the Discharge of ABL Obligations, Notes Agent agrees to deliver to ABL Agent any such Pledged CollateralCollateral held by it or by any other Notes Claimholders, together with any necessary endorsements (or otherwise allow ABL Agent to obtain possession control of such Pledged Collateral) for Disposition and distribution ). ABL Agent hereby agrees that upon the Discharge of Proceeds in accordance with Sections 2 and 4. Subject ABL Obligations, upon the written request of Notes Agent, to Sections 2.1 and 4 and unless and until the Payment in Full of Term Loan Priority Debt and payment extent that the applicable control agreement is in full in cash of all Excess Term Loan Debtforce and effect and has not been terminated, ABL Agent agrees shall continue to promptly notify Term Loan act as such a gratuitous bailee and non-fiduciary agent for Notes Agent (solely for the purpose of any Pledged perfecting the security interest granted under the Notes Collateral constituting Term Loan Priority Collateral held by it Documents and at the expense of Grantors) with respect to the deposit account or by any other ABL Claimholder, and, immediately upon securities account that is the request of Term Loan Agent to deliver to Term Loan Agent any such Pledged Collateral held by it or by any other ABL Claimholder, together with any necessary endorsements (or otherwise allow Term Loan Agent to obtain possession subject of such Pledged Collateralcontrol agreement, until the earlier to occur of (x) for Disposition 30 days after the date when the Discharge of ABL Obligations has occurred, and distribution (y) the date when a control agreement is executed in favor of Proceeds in accordance Notes Agent with Sections 2.1 and 4respect to such deposit account or securities account.

Bailee for Perfection. (a) The ABL Collateral Agent and the Term Loan Collateral Agent each agree to hold or control 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 is necessary to perfect a Lien thereon under the UCC or other applicable law ) (such possessory Collateral, which shall include Collateral subject to deposit account control agreements or security account control agreements, being referred to as the “Pledged Collateral”), as gratuitous bailee and as a non-fiduciary representative agent for the Term Loan Collateral Agent or the ABL Collateral Agent, as applicableapplicable (such bailment and agency 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), solely for the purpose of perfecting the security interest granted under the Term Loan Documents or the ABL Loan Documents, as applicable, subject to the terms and conditions of this Section 5.4. The Term Loan Collateral Agent and the other Term Claimholders hereby appoints appoint the ABL Collateral Agent as its their gratuitous bailee and non-fiduciary representative agent solely for the purposes of perfecting their security interest in all Pledged Collateral in which the ABL Collateral Agent has a perfected security interest under the UCC. The ABL Collateral Agent and the other ABL Claimholders hereby appoints appoint the Term Loan Collateral Agent as its their gratuitous bailee and non-fiduciary representative agent solely for the purposes of perfecting their security interest in all Pledged Collateral in which the Term Loan Collateral Agent has a perfected security interest under the UCC. Each of the ABL Collateral Agent and the Term Loan Collateral Agent hereby accept accepts such appointments appointment pursuant to this Section 5.4 Subject 5.4(a) and acknowledges and agrees that it shall act for the benefit of the Claimholders of the other Class with respect to Sections 2.1 any Pledged Collateral and 4 and unless that any proceeds received by the ABL Collateral Agent or the Term Collateral Agent, as the case may be, in respect of any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Payment in Full Discharge of ABL Priority DebtObligations has occurred, the Term Loan Collateral Agent agrees to promptly notify the ABL Collateral Agent of any Pledged Collateral constituting ABL Priority Collateral held or controlled by it (or its agents or bailees, other than the ABL Collateral Agent) or actually known by it to be held or controlled by any other Term Loan ClaimholderClaimholders, and, immediately upon and at any time prior to the request Discharge of ABL Obligations, the Term Collateral Agent and each other Term Claimholder agrees to deliver to the ABL Collateral Agent any such Pledged CollateralCollateral held by it, together with any necessary endorsements (or otherwise allow the ABL Collateral Agent to obtain possession control of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2 and 4). Subject to Sections 2.1 Section 3.9(b) and 4 and except as otherwise provided in Section 4.2 in respect of Proceeds of Term Priority Collateral, unless and until the Payment in Full Discharge of Term Loan Priority Debt and payment in full in cash of all Excess Term Loan DebtObligations has occurred, the ABL Collateral Agent agrees to promptly notify the Term Loan Collateral Agent in writing of any Pledged Collateral constituting Term Loan Priority Collateral held or controlled by it (or its agents or bailees, other than the Term Collateral Agent) or actually known by it to be held by any other ABL ClaimholderClaimholders, and, immediately upon and at any time prior to the request Discharge of Term Loan Obligations, the ABL Collateral Agent and each other ABL Claimholder agrees to deliver to the Term Loan Collateral Agent any such Pledged Collateral held by it or by any other ABL Claimholderit, together with any necessary endorsements (or otherwise allow the Term Loan Collateral Agent to obtain possession control of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2.1 and 4).

Bailee for Perfection. (a) ABL The Senior Lien Claimholders and the Second Lien Claimholders, each hereby appoint U.S. Bank National Association as its control agent (in such capacity, together with any successor in such capacity appointed by the Senior Lien Claimholders, the “Control Agent”) for the limited purpose of acting as the agent on behalf of the Senior Lien Claimholders and the Second Lien Claimholders with respect to the Control Collateral for purposes of perfecting the Liens of such parties on the Control Collateral. The Control Agent accepts such appointment and Term Loan Agent each agree agrees to hold that part of the Control Collateral that is in its possession or control (or in the possession or control of its agents or bailees), to ) as Control Agent for the extent that possession is necessary to perfect a benefit of the Senior Lien thereon under Claimholders and the UCC or other applicable law (such possessory Collateral being referred to as the “Pledged Collateral”)Second Lien Claimholders and any permitted assignee of any thereof, as gratuitous bailee and as a non-fiduciary representative for Term Loan Agent or ABL Agent, as applicabletheir respective interests appear, solely for the purpose of perfecting the security interest granted under the Term Loan Documents or the ABL Documents, as applicableto such parties in such Control Collateral, subject to the terms and conditions of this Section 5.4Agreement. Term Loan The Senior Lien Claimholders and the Second Lien Claimholders hereby acknowledge that the Control Agent hereby appoints ABL Agent will obtain "control" under the UCC over each Controlled Account as its gratuitous bailee and non-fiduciary representative contemplated by the Senior Lien Collateral Documents for the benefit of both the Senior Lien Claimholders and the Second Lien Claimholders, as their respective interests appear, pursuant to the control agreements relating to each respective Controlled Account. The Control Agent, each of the Senior Lien Claimholders and each of the Second Lien Claimholders, hereby agrees that the Senior Lien Collateral Agent shall have the sole and exclusive right and authority to give instructions to, and otherwise direct, the Control Agent in respect of the Control Collateral or any control agreement with respect to any Control Collateral until the Discharge of Senior Lien Obligations shall have occurred and no Second Lien Claimholder will impede, hinder, delay or interfere with the exercise of such rights by the Senior Lien Collateral Agent in any respect. The Grantors hereby jointly and severally agree to pay, reimburse, indemnify and hold harmless the Control Agent to the same extent and on the same terms that the Grantors are required to do so for the Senior Lien Collateral Agent in accordance with the Senior Lien Note Agreements. The Senior Lien Claimholders and the Second Lien Claimholders hereby severally and not jointly agree to pay, reimburse, indemnify and hold harmless the Control Agent to the same extent and on the same terms that the same are required to do so for the Senior Lien Collateral Agent in accordance with Section 8.9 of this Agreement. Except as set forth below, the Control Agent shall have no obligation whatsoever to any Second Lien Claimholder including, without limitation, any obligation to assure that the Control Collateral is genuine or owned by any Grantor or one of their respective Subsidiaries or to preserve rights or benefits of any Person except as expressly set forth in this Section. In acting on behalf of the Second Lien Claimholders and the Senior Lien Claimholders, the duties or responsibilities of the Control Agent under this Section shall be limited solely (i) to physically holding any Control Collateral delivered to the Control Agent by any Grantor as agent for the Senior Lien Collateral Agent (on behalf of itself and the Senior Lien Claimholders) and the Second Lien Claimholders for purposes of perfecting their security interest the Lien held by the Senior Lien Collateral Agent and the Second Lien Claimholders and (ii) delivering such Collateral as set forth in this Section. The rights of the Second Lien Claimholders in the Control Collateral shall at all Pledged times be subject to the terms of this Agreement and to the Senior Lien Collateral in which ABL Agent has a perfected security interest Agent’s rights under the UCCSenior Lien Note Documents. ABL Neither the Control Agent hereby appoints Term Loan nor the Senior Lien Collateral Agent as its gratuitous bailee and non-shall have by reason of the Second Lien Credit Documents or this Agreement or any other document a fiduciary representative for the purposes of perfecting their security interest relationship in all Pledged Collateral in which Term Loan Agent has a perfected security interest under the UCC. Each of ABL Agent and Term Loan Agent hereby accept such appointments pursuant to this Section 5.4 Subject to Sections 2.1 and 4 and unless and until the Payment in Full of ABL Priority Debt, Term Loan Agent agrees to promptly notify ABL Agent respect of any Pledged Collateral constituting ABL Priority Collateral held by it or by any Second Lien Claimholder. Upon the Discharge of Senior Lien Obligations (other Term Loan Claimholderthan in connection with a Refinancing of the Senior Lien Obligations), and, immediately upon the request of ABL Control Agent to shall deliver to ABL Agent any such Pledged Collateral, the Second Lien Claimholders or their designee the Control Collateral together with any necessary endorsements (or otherwise allow ABL Agent the Second Lien Claimholders to obtain possession control of such Pledged Control Collateral) or as a court of competent jurisdiction may otherwise direct and the Second Lien Claimholders or their designee shall accept and succeed to the role of the Control Agent as the agent for Disposition and distribution of Proceeds in accordance with Sections 2 and 4. Subject to Sections 2.1 and 4 and unless and until perfection on the Payment in Full of Term Loan Priority Debt and payment in full in cash of all Excess Term Loan Debt, ABL Agent agrees to promptly notify Term Loan Agent of any Pledged Collateral constituting Term Loan Priority Collateral held by it or by any other ABL Claimholder, and, immediately upon the request of Term Loan Agent to deliver to Term Loan Agent any such Pledged Collateral held by it or by any other ABL Claimholder, together with any necessary endorsements (or otherwise allow Term Loan Agent to obtain possession of such Pledged Control Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2.1 and 4.

Bailee for Perfection. (a) ABL The Revolving Collateral Agent and Term Loan the Notes Collateral Agent each agree to hold or control 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 necessary taken to perfect a Lien thereon under the UCC or other applicable law (such possessory Collateral Collateral, which shall include, without limitation, deposit account control agreements, being referred to as the “Pledged Collateral”), as gratuitous bailee and as a non-fiduciary representative agent for Term Loan the Notes Collateral Agent or ABL the Revolving Collateral Agent, as applicableapplicable (such bailment and agency 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), solely for the purpose of perfecting the security interest granted under the Term Loan Notes Documents or the ABL Revolving Loan Documents, as applicable, subject to the terms and conditions of this Section 5.4. Term Loan The Notes Collateral Agent and the Notes Claimholders hereby appoints ABL appoint the Revolving Collateral Agent as its their gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which ABL the Revolving Collateral Agent has a perfected security interest under the UCC. ABL The Revolving Collateral Agent and the Revolving Claimholders hereby appoints Term Loan appoint the Notes Collateral Agent as its their gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which Term Loan the Notes Collateral Agent has a perfected security interest under the UCC. Each of ABL the Revolving Collateral Agent and Term Loan the Notes Collateral Agent hereby accept such appointments pursuant to this Section 5.4 Subject 5.4(a) and acknowledge and agree that it shall act for the benefit of the other Claimholders with respect to Sections 2.1 any Pledged Collateral and 4 that any proceeds received by the Revolving Collateral Agent or the Notes Collateral Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. In furtherance of the foregoing, each Grantor hereby grants a security interest in the Pledged Collateral to (x) the Revolving Collateral Agent for the benefit of the Revolving Claimholders and unless the Notes Claimholders and (y) the Notes Collateral Agent for the benefit of the Revolving Claimholders and the Notes Claimholders. Unless and until the Payment in Full Discharge of ABL Priority DebtRevolving Obligations, Term Loan the Notes Collateral Agent agrees to promptly notify ABL the Revolving Collateral Agent of any Pledged Collateral constituting ABL Revolving Priority Collateral held by it or actually known by it to be held by any other Term Loan ClaimholderNotes Claimholders, and, immediately upon the request of ABL the Revolving Collateral Agent at any time prior to the Discharge of Revolving Obligations, the Notes Collateral Agent agrees to deliver to ABL Agent any such Pledged Collateral, together with any necessary endorsements (or otherwise allow ABL Agent to obtain possession of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2 and 4. Subject to Sections 2.1 and 4 and unless and until the Payment in Full of Term Loan Priority Debt and payment in full in cash of all Excess Term Loan Debt, ABL Agent agrees to promptly notify Term Loan Agent of any Pledged Revolving Collateral constituting Term Loan Priority Collateral held by it or by any other ABL Claimholder, and, immediately upon the request of Term Loan Agent to deliver to Term Loan Agent any such Pledged Collateral held by it or by any other ABL ClaimholderNotes Claimholders, together with any necessary endorsements (or otherwise allow Term Loan the Revolving Collateral Agent to obtain possession control of such Pledged Collateral). Unless and until the Discharge of Notes Obligations, the Revolving Collateral Agent agrees to promptly notify the Notes Collateral Agent of any Pledged Collateral constituting Notes Priority Collateral held by it or actually known by it to be held by any other Revolving Claimholders, and, immediately upon the request of the Notes Collateral Agent at any time prior to the Discharge of Notes Obligations, the Revolving Collateral Agent agrees to deliver to the Notes Collateral Agent any such Pledged Collateral held by it or by any Revolving Claimholders, together with any necessary endorsements (or otherwise allow the Notes Collateral Agent to obtain control of such Pledged Collateral). The Revolving Collateral Agent hereby agrees that upon the Discharge of Revolving Obligations, upon the written request of the Notes Collateral Agent, to the extent that the applicable control agreement is in full force and effect and has not been terminated, the Revolving Collateral Agent shall continue to act as such a bailee and non-fiduciary agent for the Notes Collateral Agent (solely for the purpose of perfecting the security interest granted under the Notes Documents and at the expense of the Notes Collateral Agent (as such expenses will be reimbursed pursuant to the provisions of the Indenture)) for Disposition with respect to the deposit account or securities account that is the subject of such control agreement, until the earlier to occur of (x) 60 days after the date when the Discharge of Revolving Obligations has occurred, and distribution (y) the date when a control agreement is executed in favor of Proceeds in accordance the Notes Collateral Agent with Sections 2.1 and 4respect to such deposit account or securities account.

Bailee for Perfection. (a) ABL First Lien Agent and Term Loan Second Lien Agent each agree to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees), including any custodian or services as to motor vehicle certificates of title) to the extent that possession or control thereof is necessary taken to perfect a Lien thereon under the UCC or other applicable law (such possessory Collateral being referred to as the “Pledged Collateral”), as gratuitous bailee and as a non-fiduciary representative agent for Term Loan Second Lien Agent or ABL First Lien Agent, as applicableapplicable (such bailment and agency 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), solely for the purpose of perfecting the security interest granted under the Term Loan Second Lien Documents or the ABL First Lien Loan Documents, as applicable, subject to the terms and conditions of this Section 5.4. Term Loan First Lien Agent hereby appoints ABL and Second Lien Agent agree to enter into any servicing agreements, collateral agency agreements or similar bailment agreements with third-party agents or bailees as its gratuitous bailee and non-fiduciary representative First Lien Agent deems appropriate for the purposes purpose of perfecting their security interest Liens in all the Pledged Collateral in which ABL Agent has a perfected security interest under Collateral; provided, however, that the UCCform of such agreement shall be reasonably satisfactory to the Second Lien Agent. ABL Agent hereby appoints Term Loan Agent as its gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which Term Loan Agent has a perfected security interest under the UCC. Each of ABL Agent and Term Loan Agent hereby accept such appointments pursuant to this Section 5.4 Subject to Sections 2.1 and 4 and unless Unless and until the Payment in Full Discharge of ABL Priority Debtthe First Lien Obligations, Term Loan Second Lien Agent agrees to promptly notify ABL First Lien Agent of any Pledged Collateral constituting ABL Priority Collateral held by it or by any other Term Loan ClaimholderSecond Lien Claimholders, and, immediately upon the request of ABL First Lien Agent at any time prior to the Discharge of the First Lien Obligations, Second Lien Agent agrees to deliver to ABL Agent any such Pledged Collateral, together with any necessary endorsements (or otherwise allow ABL Agent to obtain possession of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2 and 4. Subject to Sections 2.1 and 4 and unless and until the Payment in Full of Term Loan Priority Debt and payment in full in cash of all Excess Term Loan Debt, ABL Agent agrees to promptly notify Term Loan Agent of any Pledged Collateral constituting Term Loan Priority Collateral held by it or by any other ABL Claimholder, and, immediately upon the request of Term Loan Agent to deliver to Term Loan First Lien Agent any such Pledged Collateral held by it or by any other ABL ClaimholderSecond Lien Claimholders, together with any necessary endorsements (or otherwise allow Term Loan First Lien Agent to obtain possession control of such Pledged Collateral). First Lien Agent hereby agrees that upon the Discharge of the First Lien Obligations, and notwithstanding any termination of the remainder of this Agreement in connection therewith, to the extent that any applicable control agreement is in full force and effect and has not been terminated, First Lien Agent shall continue to act as such a bailee and non-fiduciary agent for Second Lien Agent (solely for the purpose of perfecting the security interest granted under the Second Lien Documents and at the expense of the Borrower and the estate established by the Second Lien Loan Agreement, and not at the expense of Second Lien Agent acting as Lender of such estate) for Disposition with respect to the deposit account or securities account that is the subject of such control agreement, until the earlier to occur of (x) 30 days after the date when the Discharge of the First Lien Obligations has occurred, and distribution (y) the date when a control agreement is executed in favor of Proceeds in accordance Second Lien Agent with Sections 2.1 and 4respect to such deposit account or securities account.

Bailee for Perfection. (a) The ABL Collateral Agent and Term Loan Agent each agree agrees to hold that part of the ABL Priority 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 necessary taken to perfect a Lien thereon under the UCC or other applicable law (such possessory ABL Priority Collateral being referred to as the “Pledged ABL Priority Collateral”)) as collateral agent for the ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as gratuitous bailee agent for, the Term Collateral Agent (on behalf of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as a non-fiduciary representative for Term Loan Agent or such agent under all control agreements relating to the Pledged ABL AgentPriority Collateral, as applicable, in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Documents, the Term Loan Documents or and the ABL Notes Documents, as applicable, subject to the terms and conditions of this Section 5.43.4(f). Following the Discharge of ABL Obligations, the Term Loan Collateral Agent hereby appoints agrees to hold the Pledged ABL Agent Priority Collateral as its gratuitous bailee and non-fiduciary representative collateral agent for the purposes Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting their the security interest granted under the Term Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). As security for the payment and performance in full of all the Notes Obligations and Term Obligations each Grantor hereby grants to the ABL Collateral Agent for the benefit of the Notes Secured Parties and the Term Secured Parties a lien on and security interest in all Pledged Collateral of the right, title and interest of such Grantor, in which ABL Agent has a perfected security interest and to and under the UCCPledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. ABL Agent hereby appoints Term Loan Agent as its gratuitous bailee and non-fiduciary representative As security for the purposes payment and performance in full of perfecting their all the Notes Obligations, each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. Subject to the terms of this Agreement, (x) until the Discharge of ABL Obligations has occurred, the ABL Collateral Agent shall be entitled to deal with the Pledged ABL Priority Collateral in which accordance with the terms of the ABL Documents as if the Liens of the Term Loan Collateral Agent has a perfected security interest under the UCC. Each Term Security Documents and the Liens of the Notes Collateral Agent under the Notes Security Documents did not exist and (y) following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, the Term Collateral Agent shall be entitled to deal with the Pledged ABL Priority Collateral in accordance with the terms of the Term Documents as if the Liens of the Notes Collateral Agent under the Notes Security Documents did not exist. The rights of the Term Collateral Agent and the Notes Collateral Agent shall at all times be subject to the terms of this Agreement and to the ABL Collateral Agent’s rights under the ABL Documents. The ABL Collateral Agent shall have no obligation whatsoever to any ABL Secured Party, the Term Loan Collateral Agent, any Term Secured Party, the Notes Collateral Agent hereby accept such appointments or any Notes Secured Party to ensure that the Pledged ABL Priority Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 3.4(f). The duties or responsibilities of the ABL Collateral Agent under this Section 3.4(f) shall be limited solely to holding the Pledged ABL Priority Collateral as bailee or agent in accordance with this Section 3.4(f). The Term Collateral Agent shall have no obligation whatsoever to any Term Secured Party, the Notes Collateral Agent or any Notes Secured Party to ensure that the Pledged ABL Priority Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 3.4(f). The duties or responsibilities of the Term Collateral Agent under this Section 3.4(f) shall be limited solely to holding the Pledged ABL Priority Collateral as bailee or agent in accordance with this Section 3.4(f). The ABL Collateral Agent acting pursuant to this Section 5.4 Subject 3.4(f) shall not have by reason of the ABL Security Documents, the Term Security Documents, the Notes Security Documents, this Agreement or any other document a fiduciary relationship in respect of any ABL Secured Party, the Term Collateral Agent, any Term Secured Party, the Notes Collateral Agent or any Notes Secured Party. The Term Collateral Agent acting pursuant to Sections 2.1 and 4 and unless and until this Section 3.4(f) shall not have by reason of the Payment Term Security Documents, the Notes Security Documents, this Agreement or any other document a fiduciary relationship in Full respect of any Term Secured Party, the Notes Collateral Agent or any Notes Secured Party. Upon the Discharge of ABL Priority DebtObligations under the ABL Documents to which the ABL Collateral Agent is a party, Term Loan the ABL Collateral Agent agrees shall deliver or cause to promptly notify ABL Agent of any be delivered the remaining Pledged Collateral constituting ABL Priority Collateral held by it (if any) in its possession or by any other Term Loan Claimholder, and, immediately upon in the request possession of ABL Agent to deliver to ABL Agent any such Pledged Collateralits agents or bailees, together with any necessary endorsements (or otherwise allow ABL endorsements, first, to the Term Collateral Agent to the extent Term Obligations remain outstanding, second, to the Notes Collateral Agent to the extent Notes Obligations remain outstanding, and third, to the applicable Grantor to the extent no ABL Obligations, Term Obligations or Notes Obligations remain outstanding (in each case, so as to allow such Person to obtain possession control of such Pledged ABL Priority Collateral) for Disposition and distribution will cooperate with the Term Collateral Agent or Notes Collateral Agent, as applicable, in assigning (without recourse to or warranty by the ABL Collateral Agent or any ABL Secured Party or agent or bailee thereof) control over any other Pledged ABL Priority Collateral under its control. The ABL Collateral Agent further agrees to take all other action reasonably requested by such Person in connection with such Person obtaining a first priority interest in the Pledged ABL Priority Collateral or as a court of Proceeds in accordance with Sections 2 competent jurisdiction may otherwise direct. Following the Discharge of ABL Obligations and 4. Subject to Sections 2.1 and 4 and unless and until upon the Payment in Full Discharge of Term Loan Priority Debt and payment in full in cash of all Excess Obligations under the Term Loan DebtDocuments to which the Term Collateral Agent is a party, the Term Collateral Agent shall deliver or cause to be delivered the remaining Pledged ABL Agent agrees to promptly notify Term Loan Agent of any Pledged Collateral constituting Term Loan Priority Collateral held by it (if any) in its possession or by any other ABL Claimholder, and, immediately upon in the request possession of Term Loan Agent to deliver to Term Loan Agent any such Pledged Collateral held by it its agents or by any other ABL Claimholderbailees, together with any necessary endorsements (or otherwise allow Term Loan endorsements, first, to the Notes Collateral Agent to the extent Notes Obligations remain outstanding, and second, to the applicable Grantor to the extent no Term Obligations or Notes Obligations remain outstanding (in each case, so as to allow such Person to obtain possession control of such Pledged ABL Priority Collateral) and will cooperate with the Notes Collateral Agent in assigning (without recourse to or warranty by the Term Collateral Agent or any Term Secured Party or agent or bailee thereof) control over any other Pledged ABL Priority Collateral under its control. The Term Collateral Agent further agrees to take all other action reasonably requested by such Person in connection with such Person obtaining a first priority interest in the Pledged ABL Priority Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary herein, if, for Disposition any reason, any Term Obligations remain outstanding upon the Discharge of ABL Obligations, all rights of the ABL Collateral Agent hereunder and distribution under the Term Security Documents, the ABL Security Documents or the Notes Security Documents (1) with respect to the delivery and control of Proceeds any part of the ABL Priority Collateral, and (2) to direct, instruct, vote upon or otherwise influence the maintenance or disposition of such ABL Priority Collateral, shall immediately, and (to the extent permitted by law) without further action on the part of either of the Term Collateral Agent, the ABL Collateral Agent or the Notes Collateral Agent, pass to the Term Collateral Agent, who shall thereafter hold such rights for the benefit of the Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in accordance such manner, as agent for, the Notes Secured Parties. Each of the ABL Collateral Agent and the Grantors agrees that it will, if any Term Obligations or Notes Obligations remain outstanding upon the Discharge of ABL Obligations, take any other action required by any law or reasonably requested by the Term Collateral Agent or the Notes Collateral Agent, in connection with Sections 2.1 the Term Collateral Agent’s establishment and 4perfection of a First Priority security interest in the ABL Priority Collateral and the Notes Collateral Agent’s establishment and perfection of a Second Priority security interest in the ABL Priority Collateral. Notwithstanding anything to the contrary contained herein, if for any reason, prior to the Discharge of Term Obligations, the ABL Collateral Agent or the Notes Collateral Agent acquires possession of any Pledged Term Priority Collateral, the ABL Collateral Agent or the Notes Collateral Agent shall hold same as bailee and/or agent to the same extent as is provided in preceding clause (i) with respect to Pledged ABL Priority Collateral, provided that as soon as is practicable the ABL Collateral Agent or the Notes Collateral Agent shall deliver or cause to be delivered such Pledged Term Priority Collateral to the Term Collateral Agent in a manner otherwise consistent with the requirements of preceding clause (v).

Bailee for Perfection. (a) ABL Agent and Term Loan Notes Agent each agree to hold or control 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 necessary taken to perfect a Lien thereon under the UCC or other applicable law (such possessory Collateral being referred to as the “Pledged Collateral”), as gratuitous bailee and as a non-fiduciary representative agent for Term Loan the benefit of and on behalf of Notes Agent or ABL Agent, as applicableapplicable (such bailment and agency being intended, among other things, to satisfy the requirements of possession or control under Sections 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and 9-107 of the UCC), solely for the purpose of perfecting the security interest granted under the Term Loan Notes Collateral Documents or the ABL Loan Documents, as applicable, subject to the terms and conditions of this Section 5.4. Term Loan Notes Agent and the other Notes Claimholders hereby appoints appoint ABL Agent as its their gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which ABL Agent has a perfected security interest under the UCC. ABL Agent and the other ABL Claimholders hereby appoints Term Loan appoint Notes Agent as its their gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which Term Loan Notes Agent has a perfected security interest under the UCC. Each of ABL Agent and Term Loan Notes Agent hereby accept such appointments appointment pursuant to this Section 5.4 Subject 5.4(a) and acknowledge and agree that it shall act for the benefit of and on behalf of the other Agent and the applicable other Claimholders with respect to Sections 2.1 any Pledged Collateral and 4 and unless that any proceeds received by ABL Agent or Notes Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Payment Discharge of Notes Obligations, ABL Agent agrees to promptly notify Notes Agent of any Pledged Collateral constituting Notes Priority Collateral held by it or known by it to be held by any other ABL Claimholders, and, promptly upon the request of Notes Agent in Full writing at any time prior to the Discharge of Notes Obligations, ABL Agent agrees to deliver to Notes Agent any such Pledged Collateral held by it or by any other ABL Claimholders, together with any necessary endorsements (or otherwise allow Notes Agent to obtain control of such Pledged Collateral). Unless and until the Discharge of ABL Priority DebtObligations, Term Loan Notes Agent agrees to promptly notify ABL Agent of any Pledged Collateral constituting ABL Priority Collateral held by it or known by it to be held by any other Term Loan ClaimholderNotes Claimholders, and, immediately promptly upon the request of ABL Agent in writing at any time prior to the Discharge of ABL Obligations, Notes Agent agrees to deliver to ABL Agent any such Pledged CollateralCollateral held by it or by any other Notes Claimholders, together with any necessary endorsements (or otherwise allow ABL Agent to obtain possession control of such Pledged Collateral) for Disposition and distribution ). ABL Agent hereby agrees that upon the Discharge of Proceeds in accordance with Sections 2 and 4. Subject ABL Obligations, to Sections 2.1 and 4 and unless and until the Payment in Full of Term Loan Priority Debt and payment extent that the applicable control agreement is in full in cash of all Excess Term Loan Debtforce and effect and has not been terminated, ABL Agent agrees shall continue to promptly notify Term Loan act as such a gratuitous bailee and non-fiduciary agent for Notes Agent (solely for the purpose of any Pledged perfecting the security interest granted under the Notes Collateral constituting Term Loan Priority Collateral held by it Documents and at the expense of Grantors) with respect to the deposit account or by any other ABL Claimholder, and, immediately upon securities account that is the request of Term Loan Agent to deliver to Term Loan Agent any such Pledged Collateral held by it or by any other ABL Claimholder, together with any necessary endorsements (or otherwise allow Term Loan Agent to obtain possession subject of such Pledged Collateralcontrol agreement, until the earlier to occur of (x) for Disposition 30 days after the date when the Discharge of ABL Obligations has occurred, and distribution (y) the date when a control agreement is executed in favor of Proceeds in accordance Notes Agent with Sections 2.1 and 4respect to such deposit account or securities account.

Bailee for Perfection. (a) The ABL Agent and the Term Loan Agent each agree to hold or control 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 is necessary or control thereof may be taken to perfect a Lien thereon under the UCC or other applicable law law, including any account (including deposit accounts) in which Collateral is held and over which the ABL Agent or the Term Agent has control (such possessory Collateral being referred to as the “Pledged Collateral”), as gratuitous bailee and as a non-fiduciary representative for the Term Loan Agent or the ABL Agent, as applicableapplicable (such bailment and agency 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), solely for the purpose of perfecting the security interest granted under the Term Loan Documents or the ABL Documents, as applicable, subject to the terms and conditions of this Section 5.4. The Term Loan Agent hereby appoints the ABL Agent as its gratuitous bailee and non-fiduciary representative for the purposes of perfecting their its security interest in all Pledged Collateral in which the ABL Agent has a perfected security interest under the UCC. The ABL Agent hereby appoints the Term Loan Agent as its gratuitous bailee and non-fiduciary representative for the purposes of perfecting their its security interest in all Pledged Collateral in which the Term Loan Agent has a perfected security interest under the UCC. Each of the ABL Agent and the Term Loan Agent hereby accept accepts such appointments appointment pursuant to this Section 5.4 Subject and acknowledges and agrees that it shall hold possession or have control for the benefit of and on behalf of the other Claimholders with respect to Sections 2.1 any Pledged Collateral and 4 and unless that any Proceeds received by the ABL Agent or the Term Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Payment in Full of ABL Priority DebtDebt has occurred, the Term Loan Agent agrees to promptly (upon its actual knowledge thereof) notify the ABL Agent of any Pledged Collateral constituting ABL Priority Collateral held by it or by any other Term Loan Claimholder, and, immediately promptly upon the request of the ABL Agent at any time prior to the Payment in Full of ABL Priority Debt, the Term Agent agrees to deliver to the ABL Agent any such Pledged CollateralCollateral held by it or by any other Term Claimholder, together with any necessary endorsements (or otherwise allow the ABL Agent to obtain possession control of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2 and 4). Subject to Sections 2.1 and 4 and unless Unless and until the Payment in Full of Term Loan Priority Debt and payment in full in cash of all Excess Term Loan Debthas occurred, the ABL Agent agrees to promptly (upon its actual knowledge thereof) notify the Term Loan Agent of any Pledged Collateral constituting Term Loan Priority Collateral held by it or by any other ABL Claimholder, and, immediately promptly upon the request of the Term Loan Agent at any time prior to the Payment in Full of Term Priority Debt, the ABL Agent agrees to deliver to the Term Loan Agent any such Pledged Collateral held by it or by any other ABL - 44 - WEIL:\96331350\2\35899.0561 Claimholder, together with any necessary endorsements (or otherwise allow the Term Loan Agent to obtain possession control of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2.1 and 4).

Bailee for Perfection. (ai) ABL The Term Collateral Agent and Term Loan Agent each agree agrees to hold that part of the TL Priority 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 necessary taken to perfect a Lien thereon under the UCC or other applicable law (such possessory TL Priority Collateral being referred to as the “Pledged TL Priority Collateral”)) as collateral agent for the Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as gratuitous bailee agent for, the ABL Collateral Agent (on behalf of the ABL Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as a non-fiduciary representative for Term Loan Agent or ABL Agentsuch agent under all control agreements relating to the Pledged TL Priority Collateral, as applicable, in each case solely for the purpose of perfecting the security interest granted under the Term Loan Documents or Documents, the ABL Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 5.42.4(f). Following the Discharge of Term Loan Obligations, the ABL Collateral Agent hereby appoints ABL Agent agrees to hold the Pledged TL Priority Collateral as its gratuitous bailee and non-fiduciary representative collateral agent for the purposes ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting their the security interest granted under the ABL Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 2.4(f). As security for the payment and performance in full of all the Notes Obligations and ABL Obligations each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties and the ABL Secured Parties a lien on and security interest in all Pledged Collateral of the right, title and interest of such Grantor, in which ABL Agent has a perfected security interest and to and under the UCCPledged TL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. ABL Agent hereby appoints Term Loan Agent as its gratuitous bailee and non-fiduciary representative As security for the purposes payment and performance in full of perfecting their all the Notes Obligations, each Grantor hereby grants to the ABL Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all Pledged Collateral of the right, title and interest of such Grantor, in which Term Loan Agent has a perfected security interest and to and under the UCC. Each of ABL Agent and Term Loan Agent hereby accept such appointments pursuant to this Section 5.4 Subject to Sections 2.1 and 4 and unless and until the Payment in Full of ABL Priority Debt, Term Loan Agent agrees to promptly notify ABL Agent of any Pledged Collateral constituting ABL TL Priority Collateral held by it wherever located and whether now existing or by any other Term Loan Claimholder, and, immediately upon the request of ABL Agent hereafter arising or acquired from time to deliver to ABL Agent any such Pledged Collateral, together with any necessary endorsements (or otherwise allow ABL Agent to obtain possession of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2 and 4. Subject to Sections 2.1 and 4 and unless and until the Payment in Full of Term Loan Priority Debt and payment in full in cash of all Excess Term Loan Debt, ABL Agent agrees to promptly notify Term Loan Agent of any Pledged Collateral constituting Term Loan Priority Collateral held by it or by any other ABL Claimholder, and, immediately upon the request of Term Loan Agent to deliver to Term Loan Agent any such Pledged Collateral held by it or by any other ABL Claimholder, together with any necessary endorsements (or otherwise allow Term Loan Agent to obtain possession of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2.1 and 4time.

Bailee for Perfection. (a) ABL The Revolving Administrative Agent and Term Loan each Fixed Asset Collateral Agent each agree to hold or control 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 is necessary to perfect a Lien thereon under the UCC or other applicable law ) (such possessory Collateral, which shall include Collateral subject to deposit account control agreements or security account control agreements, being referred to as the “Pledged Collateral”), as gratuitous bailee and as a non-fiduciary representative agent for Term Loan Agent the Fixed Asset Collateral Agents or ABL the Revolving Administrative Agent, as applicableapplicable (such bailment and agency 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), solely for the purpose of perfecting the security interest granted under the Term Loan Fixed Asset Documents or the ABL Revolving Loan Documents, as applicable, subject to the terms and conditions of this Section 5.4. Term Loan Each Fixed Asset Collateral Agent and the other Fixed Asset Claimholders hereby appoints ABL appoint the Revolving Administrative Agent as its their gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which ABL the Revolving Administrative Agent has a perfected security interest under the UCC. ABL The Revolving Administrative Agent and the other Revolving Claimholders hereby appoints Term Loan appoint each Fixed Asset Collateral Agent as its their gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which Term Loan such Fixed Asset Collateral Agent has a perfected security interest under the UCC. Each of ABL the Revolving Administrative Agent and Term Loan each Fixed Asset Collateral Agent hereby accept such appointments pursuant to this Section 5.4 Subject 5.4(a) and acknowledges and agrees that it shall act for the benefit of the Claimholders of the other Class with respect to Sections 2.1 any Pledged Collateral and 4 and unless that any proceeds received by the Revolving Administrative Agent or such Fixed Asset Collateral Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Payment in Full Discharge of ABL Priority DebtRevolving Obligations has occurred, Term Loan each Fixed Asset Collateral Agent agrees to promptly notify ABL the Revolving Administrative Agent of any Pledged Collateral constituting ABL Revolving Priority Collateral held or controlled by it (or its agents or bailees, other than the Revolving Administrative Agent) or actually known by a Responsible Officer (as defined in the applicable Fixed Asset Debt Document) of such Fixed Asset Collateral Agent to be held or controlled by any other Term Loan ClaimholderFixed Asset Claimholders represented by it, andand at any time prior to the Discharge of Revolving Obligations, immediately upon the request of ABL each Fixed Asset Collateral Agent and each other Fixed Asset Claimholder agrees to deliver to ABL the Revolving Administrative Agent any such Pledged CollateralCollateral held by it, together with any necessary endorsements (or otherwise allow ABL the Revolving Administrative Agent to obtain possession control of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2 and 4). Subject to Sections 2.1 and 4 and unless Unless and until the Payment in Full Discharge of Term Loan Priority Debt and payment in full in cash of all Excess Term Loan DebtFixed Asset Obligations has occurred, ABL the Revolving Administrative Agent agrees to promptly notify Term Loan the Designated Fixed Asset Collateral Agent in writing of any Pledged Collateral constituting Term Loan Fixed Asset Priority Collateral held or controlled by it (or its agents or bailees, other than the Designated Fixed Asset Collateral Agent) or actually known by it to be held by any other ABL ClaimholderRevolving Claimholders, andand at any time prior to the Discharge of Fixed Asset Obligations, immediately upon the request of Term Loan Revolving Administrative Agent and each other Revolving Claimholder agrees to deliver to Term Loan the Designated Fixed Asset Collateral Agent any such Pledged Collateral held by it or by any other ABL Claimholderit, together with any necessary endorsements (or otherwise allow Term Loan the Designated Fixed Asset Collateral Agent to obtain possession control of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2.1 and 4).

Bailee for Perfection. (a) ABL Revolving Collateral Agent and Term Loan Notes Collateral Agent each agree to hold or control 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 necessary taken to perfect a Lien thereon under the UCC or other applicable law (such possessory Collateral being referred to as Collateral, the “Pledged Collateral”), as gratuitous bailee and as a non-fiduciary representative agent for Term Loan the benefit of and on behalf of the Notes Collateral Agent or ABL Revolving Collateral Agent, as applicableapplicable (such bailment and agency 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), solely for the purpose of perfecting the security interest granted under the Term Loan Notes Documents or the ABL Revolving Loan Documents, as applicable, subject to the terms and conditions of this Section 5.4. Term Loan The Notes Collateral Agent and the Notes Claimholders hereby appoints ABL appoint the Revolving Collateral Agent as its their gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which ABL the Revolving Collateral Agent has a perfected security interest under the UCC. ABL The Revolving Collateral Agent and the Revolving Claimholders hereby appoints Term Loan appoint the Notes Collateral Agent as its their gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which Term Loan the Notes Collateral Agent has a perfected security interest under the UCC. Each of ABL the Revolving Collateral Agent and Term Loan Notes Collateral Agent hereby accept such appointments pursuant to this Section 5.4 Subject 5.4(a) and acknowledge and agree that it shall act for the benefit of and on behalf of the other Claimholders with respect to Sections 2.1 any Pledged Collateral and 4 and unless that any Proceeds received by the Revolving Collateral Agent or Notes Collateral Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Payment in Full Discharge of ABL Priority Debtthe Revolving Obligations, Term Loan Notes Collateral Agent agrees to promptly notify ABL Revolving Collateral Agent of any Pledged Collateral constituting ABL Revolving Priority Collateral held by it or known by it to be held by any other Term Loan ClaimholderNotes Claimholders, and, immediately upon the request of ABL Revolving Collateral Agent at any time prior to the Discharge of the Revolving Obligations, Notes Collateral Agent agrees to deliver to ABL Agent any such Pledged Collateral, together with any necessary endorsements (or otherwise allow ABL Agent to obtain possession of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2 and 4. Subject to Sections 2.1 and 4 and unless and until the Payment in Full of Term Loan Priority Debt and payment in full in cash of all Excess Term Loan Debt, ABL Agent agrees to promptly notify Term Loan Agent of any Pledged Revolving Collateral constituting Term Loan Priority Collateral held by it or by any other ABL Claimholder, and, immediately upon the request of Term Loan Agent to deliver to Term Loan Agent any such Pledged Collateral held by it or by any other ABL ClaimholderNotes Claimholders, together with any necessary endorsements (or otherwise allow Term Loan Revolving Collateral Agent to obtain possession control of such Pledged Collateral). Until the Discharge of Revolving Obligations, the Revolving Collateral Agent will Control (as defined in Sections 8-106, 9-104 and 9-106 of the UCC, as applicable) any Collateral constituting Deposit Accounts, Securities Accounts or Commodity Accounts and Controlled by the Revolving Collateral Agent as gratuitous bailee and as a non-fiduciary agent for Disposition the benefit of and distribution on behalf of Proceeds in accordance the Notes Collateral Agent as secured party and Notes Claimholders solely for the purpose of perfecting the security interest granted under the Notes Documents and subject to the terms and conditions of this Section 5.4; provided, that upon the Discharge of Revolving Obligations, the Revolving Collateral Agent shall cooperate to have any control agreements with Sections 2.1 respect to such Collateral assigned to the Notes Collateral Agent and 4continue to hold such Collateral pursuant to this clause until the earlier of the date (i) on which the Notes Collateral Agent has obtained control thereof for the purpose of perfecting its security interest, and (ii) which is sixty (60) days after the Discharge of Revolving Obligations.

Bailee for Perfection. (a) ABL Agent First Lien Lender and Term Loan Agent Second Lien Trustee each agree to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees), including any custodian or services as to motor vehicle certificates of title) to the extent that possession or control thereof is necessary taken to perfect a Lien thereon under the UCC or other applicable law (such possessory Collateral being referred to as the “Pledged Collateral”), as gratuitous bailee and as a non-fiduciary representative agent for Term Loan Agent Second Lien Trustee or ABL AgentFirst Lien Lender, as applicableapplicable (such bailment and agency 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), solely for the purpose of perfecting the security interest granted under the Term Loan Second Lien Documents or the ABL First Lien Loan Documents, as applicable, subject to the terms and conditions of this Section 5.4. Term Loan Agent hereby appoints ABL Agent First Lien Lender and Second Lien Trustee agree to enter into any servicing agreements, collateral agency agreements or similar bailment agreements with third party agents or bailees as its gratuitous bailee First Lien Lender deems appropriate for the purpose of perfecting Liens in the Pledged Collateral, including, without limitation, as to any motor vehicle certificates of title; provided, however, that the form of such agreement shall be satisfactory to the Second Lien Trustee. To the extent in any jurisdiction only one lienholder may be noted on a certificate of title under applicable law, First Lien Lender shall be specified as the lienholder, and non-fiduciary representative for the purposes of perfecting their security interest the applicable State certificate of title laws, First Lien Lender shall act as agent for both the First Lien Secured Parties and the Second Lien Secured Parties in all Pledged Collateral in which ABL Agent has a perfected security interest under order to perfect and secure both the UCCFirst Lien Obligations and the Second Lien Obligations, provided that, notwithstanding that there may be only one lienholder noted on such certificate of title for such purposes, the priorities as between the rights of First and Second Lien Claimholders shall be as if there were two separate Liens, subject to the priorities and other terms of this Agreement. ABL Agent hereby appoints Term Loan Agent as its gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which Term Loan Agent has a perfected security interest under the UCC. Each of ABL Agent and Term Loan Agent hereby accept such appointments pursuant to this Section 5.4 Subject to Sections 2.1 and 4 and unless Unless and until the Payment in Full Discharge of ABL the First Lien Priority DebtObligations, Term Loan Agent Second Lien Trustee agrees to promptly notify ABL Agent First Lien Lender of any Pledged Collateral constituting ABL Priority Collateral held by it or by any other Term Loan ClaimholderSecond Lien Claimholders, and, immediately upon the request of ABL Agent First Lien Lender at any time prior to the Discharge of the First Lien Priority Obligations, Second Lien Trustee agrees to deliver to ABL Agent First Lien Lender any such Pledged CollateralCollateral held by it or by any Second Lien Claimholders, together with any necessary endorsements (or otherwise allow ABL Agent First Lien Lender to obtain possession control of such Pledged Collateral). First Lien Lender hereby agrees that upon the Discharge of the First Lien Priority Obligations, upon the written request of Second Lien Trustee, to the extent that the applicable control agreement is in full force and effect and has not been terminated, First Lien Lender shall continue to act as such a bailee and non-fiduciary agent for Second Lien Trustee (solely for the purpose of perfecting the security interest granted under the Second Lien Documents and at the expense of Second Lien Trustee) for Disposition and distribution with respect to the deposit account or securities account that is the subject of Proceeds in accordance with Sections 2 and 4. Subject to Sections 2.1 and 4 and unless and such control agreement, until the Payment earlier to occur of (x) 30 days after the date when the Discharge of the First Lien Priority Obligations has occurred, and (y) the date when a control agreement is executed in Full favor of Term Loan Priority Debt and payment in full in cash of all Excess Term Loan Debt, ABL Agent agrees Second Lien Trustee with respect to promptly notify Term Loan Agent of any Pledged Collateral constituting Term Loan Priority Collateral held by it such deposit account or by any other ABL Claimholder, and, immediately upon the request of Term Loan Agent to deliver to Term Loan Agent any such Pledged Collateral held by it or by any other ABL Claimholder, together with any necessary endorsements (or otherwise allow Term Loan Agent to obtain possession of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2.1 and 4securities account.

Bailee for Perfection. (a) ABL First Lien Agent and Term Loan Agent Second Lien Trustee each agree to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees), including any custodian or services as to motor vehicle certificates of title) to the extent that possession or control thereof is necessary taken to perfect a Lien thereon under the UCC or other applicable law (such possessory Collateral being referred to as the “Pledged Collateral”), as gratuitous bailee and as a non-fiduciary representative agent for Term Loan Agent Second Lien Trustee or ABL First Lien Agent, as applicableapplicable (such bailment and agency 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), solely for the purpose of perfecting the security interest granted under the Term Loan Second Lien Documents or the ABL First Lien Loan Documents, as applicable, subject to the terms and conditions of this Section 5.4. Term Loan First Lien Agent hereby appoints ABL and Second Lien Trustee agree to enter into any servicing agreements, collateral agency agreements or similar bailment agreements with third party agents or bailees as First Lien Agent deems appropriate for the purpose of perfecting Liens in the Pledged Collateral, including, without limitation, as its gratuitous bailee to any motor vehicle certificates of title; provided, however, that the form of such agreement and non-fiduciary representative such arrangements shall be satisfactory to the First Lien Agent and the Second Lien Trustee. For the avoidance of doubt, the Second Lien Trustee shall not act as lienholder with respect to motor vehicle certificates of title. To the extent in any jurisdiction only one lienholder may be noted on a certificate of title under applicable law, First Lien Agent shall be specified as the lienholder, and for the purposes of perfecting their security interest the applicable State certificate of title laws, First Lien Agent shall act as agent for both the First Lien Secured Parties and the Second Lien Secured Parties in all Pledged Collateral in which ABL Agent has a perfected security interest under order to perfect and secure both the UCC. ABL Agent hereby appoints Term Loan Agent as its gratuitous bailee First Lien Obligations and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which Term Loan Agent has a perfected security interest under Second Lien Obligations pursuant to an agreement reasonably satisfactory to the UCC. Each of ABL First Lien Agent and Term Loan Agent hereby accept the Second Lien Trustee; provided that, notwithstanding that there may be only one lienholder noted on such appointments pursuant certificate of title for such purposes, the priorities as between the rights of First and Second Lien Claimholders shall be as if there were two separate Liens, subject to the priorities and other terms of this Section 5.4 Subject to Sections 2.1 and 4 and unless Agreement. Unless and until the Payment in Full Discharge of ABL the First Lien Priority DebtObligations, Term Loan Agent Second Lien Trustee agrees to promptly notify ABL First Lien Agent of any Pledged Collateral constituting ABL Priority Collateral held by it or by any other Term Loan ClaimholderSecond Lien Claimholders, and, immediately upon the request of ABL First Lien Agent at any time prior to the Discharge of the First Lien Priority Obligations, Second Lien Trustee agrees to deliver to ABL Agent any such Pledged Collateral, together with any necessary endorsements (or otherwise allow ABL Agent to obtain possession of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2 and 4. Subject to Sections 2.1 and 4 and unless and until the Payment in Full of Term Loan Priority Debt and payment in full in cash of all Excess Term Loan Debt, ABL Agent agrees to promptly notify Term Loan Agent of any Pledged Collateral constituting Term Loan Priority Collateral held by it or by any other ABL Claimholder, and, immediately upon the request of Term Loan Agent to deliver to Term Loan First Lien Agent any such Pledged Collateral held by it or by any other ABL ClaimholderSecond Lien Claimholders, together with any necessary endorsements (or otherwise allow Term Loan First Lien Agent to obtain possession control of such Pledged Collateral). First Lien Agent xxxxxx agrees that upon the Discharge of the First Lien Priority Obligations, upon the written request of Second Lien Trustee, to the extent that the applicable control agreement is in full force and effect and has not been terminated, First Lien Agent shall continue to act as such a bailee and non-fiduciary agent for Second Lien Trustee (solely for the purpose of perfecting the security interest granted under the Second Lien Documents and at the expense of Second Lien Trustee) for Disposition with respect to the deposit account or securities account that is the subject of such control agreement, until the earlier to occur of (x) 30 days after the date when the Discharge of the First Lien Priority Obligations has occurred, and distribution (y) the date when a control agreement is executed in favor of Proceeds in accordance Second Lien Trustee with Sections 2.1 and 4respect to such deposit account or securities account.

Bailee for Perfection. (ai) The ABL Facility Agent and Term Loan Agent each agree agrees to hold that part of the ABL 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 necessary taken to perfect a Lien thereon under the UCC or other applicable law (such possessory ABL Collateral being referred to as the “Pledged ABL Collateral”)) as collateral agent for the ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as gratuitous bailee agent for, the Pari Passu Collateral Agents (on behalf of the respective Pari Passu Secured Parties) and any assignee thereof and act as a non-fiduciary representative for Term Loan Agent or such agent under all control agreements relating to the Pledged ABL AgentCollateral, as applicable, in each case solely for the purpose of perfecting the security interest granted under the Term Loan ABL Documents or and the ABL Pari Passu Documents, as applicable, subject to the terms and conditions of this Section 5.43.4(f). Term Loan Agent For the avoidance of doubt, the Pari Passu Collateral Agents hereby appoints appoint the ABL Facility Agent as its gratuitous bailee their agent solely for perfection of the Pari Passu Collateral Agents’ Liens in such deposit accounts, and non-fiduciary representative the Pari Passu Collateral Agent accepts such appointment. As security for the purposes payment and performance in full of perfecting their all the Pari Passu Lien Obligations, each Grantor hereby grants to the ABL Facility Agent for the benefit of the Pari Passu Secured Parties a lien on and security interest in all Pledged Collateral of the right, title and interest of such Grantor, in which ABL Agent has a perfected security interest and to and under the UCC. Pledged ABL Agent hereby appoints Term Loan Agent as its gratuitous bailee Collateral wherever located and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which Term Loan Agent has a perfected security interest under the UCC. Each of ABL Agent and Term Loan Agent hereby accept such appointments pursuant whether now existing or hereafter arising or acquired from time to this Section 5.4 Subject to Sections 2.1 and 4 and unless and until the Payment in Full of ABL Priority Debt, Term Loan Agent agrees to promptly notify ABL Agent of any Pledged Collateral constituting ABL Priority Collateral held by it or by any other Term Loan Claimholder, and, immediately upon the request of ABL Agent to deliver to ABL Agent any such Pledged Collateral, together with any necessary endorsements (or otherwise allow ABL Agent to obtain possession of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2 and 4. Subject to Sections 2.1 and 4 and unless and until the Payment in Full of Term Loan Priority Debt and payment in full in cash of all Excess Term Loan Debt, ABL Agent agrees to promptly notify Term Loan Agent of any Pledged Collateral constituting Term Loan Priority Collateral held by it or by any other ABL Claimholder, and, immediately upon the request of Term Loan Agent to deliver to Term Loan Agent any such Pledged Collateral held by it or by any other ABL Claimholder, together with any necessary endorsements (or otherwise allow Term Loan Agent to obtain possession of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2.1 and 4time.

Bailee for Perfection. The Senior Lien Claimholders and the Second Lien Claimholders, each hereby appoint U.S. Bank National Association as its control agent (ain such capacity, together with any successor in such capacity appointed by the Senior Lien Claimholders, the “Control Agent”) ABL for the limited purpose of acting as the agent on behalf of the Senior Lien Claimholders and the Second Lien Claimholders with respect to the Control Collateral for purposes of perfecting the Liens of such parties on the Control Collateral. The Control Agent accepts such appointment and Term Loan Agent each agree agrees to hold that part of the Control Collateral that is in its possession or control (or in the possession or control of its agents or bailees), to ) as Control Agent for the extent that possession is necessary to perfect a benefit of the Senior Lien thereon under Claimholders and the UCC or other applicable law (such possessory Collateral being referred to as the “Pledged Collateral”)Second Lien Claimholders and any permitted assignee of any thereof, as gratuitous bailee and as a non-fiduciary representative for Term Loan Agent or ABL Agent, as applicabletheir respective interests appear, solely for the purpose of perfecting the security interest granted under the Term Loan Documents or the ABL Documents, as applicableto such parties in such Control Collateral, subject to the terms and conditions of this Section 5.4Agreement. Term Loan The Senior Lien Claimholders and the Second Lien Claimholders hereby acknowledge that the Control Agent hereby appoints ABL Agent will obtain "control" under the UCC over each Controlled Account as its gratuitous bailee and non-fiduciary representative contemplated by the Senior Lien Collateral Documents for the benefit of both the Senior Lien Claimholders and the Second Lien Claimholders, as their respective interests appear, pursuant to the control agreements relating to each respective Controlled Account. The Control Agent, each of the Senior Lien Claimholders and each of the Second Lien Claimholders, hereby agrees that the Senior Lien Collateral Agent shall have the sole and exclusive right and authority to give instructions to, and otherwise direct, the Control Agent in respect of the Control Collateral or any control agreement with respect to any Control Collateral until the Discharge of Senior Lien Obligations shall have occurred and no Second Lien Claimholder will impede, hinder, delay or interfere with the exercise of such rights by the Senior Lien Collateral Agent in any respect. The Grantors hereby jointly and severally agree to pay, reimburse, indemnify and hold harmless the Control Agent to the same extent and on the same terms that the Grantors are required to do so for the Senior Lien Collateral Agent in accordance with the Senior Lien Note Agreements. The Senior Lien Claimholders and the Second Lien Claimholders hereby severally and not jointly agree to pay, reimburse, indemnify and hold harmless the Control Agent to the same extent and on the same terms that the same are required to do so for the Senior Lien Collateral Agent in accordance with Section 8.9 of this Agreement. Except as set forth below, the Control Agent shall have no obligation whatsoever to any Second Lien Claimholder including, without limitation, any obligation to assure that the Control Collateral is genuine or owned by any Grantor or one of their respective Subsidiaries or to preserve rights or benefits of any Person except as expressly set forth in this Section. In acting on behalf of the Second Lien Claimholders and the Senior Lien Claimholders, the duties or responsibilities of the Control Agent under this Section shall be limited solely (i) to physically holding any Control Collateral delivered to the Control Agent by any Grantor as agent for the Senior Lien Collateral Agent (on behalf of itself and the Senior Lien Claimholders) and the Second Lien Claimholders for purposes of perfecting their security interest the Lien held by the Senior Lien Collateral Agent and the Second Lien Claimholders and (ii) delivering such Collateral as set forth in this Section. The rights of the Second Lien Claimholders in the Control Collateral shall at all Pledged times be subject to the terms of this Agreement and to the Senior Lien Collateral in which ABL Agent has a perfected security interest Agent’s rights under the UCCSenior Lien Note Documents. ABL Neither the Control Agent hereby appoints Term Loan nor the Senior Lien Collateral Agent as its gratuitous bailee and non-shall have by reason of the Second Lien Credit Documents or this Agreement or any other document a fiduciary representative for the purposes of perfecting their security interest relationship in all Pledged Collateral in which Term Loan Agent has a perfected security interest under the UCC. Each of ABL Agent and Term Loan Agent hereby accept such appointments pursuant to this Section 5.4 Subject to Sections 2.1 and 4 and unless and until the Payment in Full of ABL Priority Debt, Term Loan Agent agrees to promptly notify ABL Agent respect of any Pledged Collateral constituting ABL Priority Collateral held by it or by any Second Lien Claimholder. Upon the Discharge of Senior Lien Obligations (other Term Loan Claimholderthan in connection with a Refinancing of the Senior Lien Obligations), and, immediately upon the request of ABL Control Agent to shall deliver to ABL Agent any such Pledged Collateral, the Second Lien Claimholders or their designee the Control Collateral together with any necessary endorsements (or otherwise allow ABL Agent the Second Lien Claimholders to obtain possession control of such Pledged Control Collateral) or as a court of competent jurisdiction may otherwise direct and the Second Lien Claimholders or their designee shall accept and succeed to the role of the Control Agent as the agent for Disposition and distribution of Proceeds in accordance with Sections 2 and 4. Subject to Sections 2.1 and 4 and unless and until perfection on the Payment in Full of Term Loan Priority Debt and payment in full in cash of all Excess Term Loan Debt, ABL Agent agrees to promptly notify Term Loan Agent of any Pledged Collateral constituting Term Loan Priority Collateral held by it or by any other ABL Claimholder, and, immediately upon the request of Term Loan Agent to deliver to Term Loan Agent any such Pledged Collateral held by it or by any other ABL Claimholder, together with any necessary endorsements (or otherwise allow Term Loan Agent to obtain possession of such Pledged Control Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2.1 and 4.

Bailee for Perfection. (a) ABL Agent The Revolving Collateral AgentLender and Term Loan the Notes Collateral Agent each agree to hold or control 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 necessary taken to perfect a Lien thereon under the UCC or other applicable law (such possessory Collateral being referred to as Collateral, the “Pledged Collateral”), as gratuitous bailee and as a non-fiduciary representative agent for Term Loan the benefit of and on behalf of the Notes Collateral Agent or ABL Agentthe Revolving Collateral AgentLender, as applicableapplicable (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-106, 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and 9-107 of the UCC), solely for the purpose of perfecting the security interest granted under the Term Loan Notes Documents or the ABL Revolving Loan Documents, as applicable, subject to the terms and conditions of this Section 5.4. Term Loan The Notes Collateral Agent and the Notes Claimholders hereby appoints ABL Agent appoint the Revolving Collateral AgentLender as its their gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which ABL Agent the Revolving Collateral AgentLender has a perfected security interest under the UCC. ABL Agent The Revolving Collateral AgentLender and the Revolving Claimholders hereby appoints Term Loan appoint the Notes Collateral Agent as its their gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which Term Loan the Notes Collateral Agent has a perfected security interest under the UCC. Each of ABL Agent the Revolving Collateral AgentLender and Term Loan the Notes Collateral Agent hereby accept accepts such appointments pursuant to this Section 5.4 Subject 5.4(a) and acknowledges and agrees that it shall act for the benefit of and on behalf of the other Claimholders with respect to Sections 2.1 any Pledged Collateral and 4 and unless that any Proceeds received by the Revolving Collateral AgentLender or the Notes Collateral Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Payment in Full Discharge of ABL Priority Debtthe Revolving Obligations occurs, Term Loan the Notes Collateral Agent agrees to promptly notify ABL Agent the Revolving Collateral AgentLender of any Pledged Collateral constituting ABL Revolving Priority Collateral held by it or known by it to be held by any other Notes Claimholders, and, immediately upon the request of the Revolving Collateral AgentLender at any time prior to the Discharge of the Revolving Obligations, the Notes Collateral Agent agrees to deliver to the Revolving Collateral AgentLender any such Pledged Collateral constituting Revolving Priority Collateral held by it or by any other Term Loan Claimholder, and, immediately upon the request of ABL Agent to deliver to ABL Agent any such Pledged CollateralNotes Claimholders, together with any necessary endorsements (or otherwise allow ABL Agent the Revolving Collateral AgentLender to obtain possession control of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2 and 4). Subject to Sections 2.1 and 4 and unless Unless and until the Payment in Full Discharge of Term Loan Priority Debt and payment in full in cash of all Excess Term Loan Debtthe Notes Obligations occurs, ABL Agent the Revolving Collateral AgentLender agrees to promptly notify Term Loan the Notes Collateral Agent of any Pledged Collateral constituting Term Loan Notes Priority Collateral held by it or known by it to be held by any other Revolving Claimholders, and, immediately upon the request of the Notes Collateral Agent at any time prior to the Discharge of the Notes Obligations, the Revolving Collateral AgentLender agrees to deliver to the Notes Collateral Agent any such Pledged Collateral constituting Notes Priority Collateral held by it or by any other ABL Claimholder, and, immediately upon the request of Term Loan Agent to deliver to Term Loan Agent any such Pledged Collateral held by it or by any other ABL ClaimholderRevolving Claimholders, together with any necessary endorsements (or otherwise allow Term Loan the Notes Collateral Agent to obtain possession control of such Pledged Collateral). Until the Discharge of Revolving Obligations, the Revolving Collateral AgentLender will Control (as defined in Sections 8-106, 9-104 and 9-106 of the UCC, as applicable) any Collateral constituting deposit accounts, securities accounts or commodity accounts and controlled by the Revolving Collateral AgentLender as gratuitous bailee and as a non-fiduciary agent for Disposition the benefit of and distribution on behalf of Proceeds the Notes Collateral Agent as secured party solely for the purpose of perfecting the security interest granted under the Notes Documents and subject to the terms and conditions of this Section 5.4; provided, that upon the Discharge of Revolving Obligations, the Revolving Collateral AgentLender shall cooperate to have any control agreements with respect to such Collateral assigned to the Notes Collateral Agent and continue to hold such Collateral pursuant to this clause until the earlier of the date (i) on which the Notes Collateral Agent has obtained control thereof for the purpose of perfecting its security interest, and (ii) which is sixty (60) days (or such longer period agreed to by the Revolving Collateral AgentLender in accordance with Sections 2.1 and 4its sole discretion) after the Discharge of Revolving Obligations.

Bailee for Perfection. 5.1 Each Lender as Bailee. (a) Each of the ABL Agent and Term Loan Collateral Agent each agree (each, for purposes of this Section 5, an “Agent”) agrees to hold that part of the any ABL Collateral that can be perfected or the priority of which can be enhanced by the possession or control of such ABL Collateral or of any account in which such ABL Collateral is held, and if such ABL Collateral or any such account is in its possession (or fact in the possession or under the control of its an Agent, or of agents or bailees), to the extent that possession is necessary to perfect a Lien thereon under the UCC or other applicable law bailees of such Agent (such possessory ABL Collateral being referred to herein as the “Pledged ABL Collateral”), as gratuitous bailee and as a non-fiduciary representative agent for Term Loan and on behalf of the other Agent or ABL Agent, as applicable, solely for the purpose of perfecting the security interest Lien granted under to the Term Loan other Agent in such Pledged ABL Collateral or enhancing the priority of such Lien (including, but not limited to, any securities or any deposit accounts or securities accounts, if any) pursuant to the ABL Documents or the ABL Noteholder Documents, as applicable, subject to the terms and conditions of this Section 5.45. Term Loan Agent hereby appoints (b) Until the Discharge of Priority Debt has occurred, the ABL Agent as its gratuitous bailee and non-fiduciary representative for shall be entitled to deal with the purposes of perfecting their security interest in all Pledged ABL Collateral in which accordance with the terms of the ABL Documents subject to the terms of this Intercreditor Agreement and to the Borrowers’ rights under the ABL Documents. (c) Each of the ABL Agent has a perfected security interest under and Collateral Agent shall have no obligation whatsoever to the UCCother Agent or any other Secured Party to assure that the Pledged ABL Collateral is genuine or owned by any of the Borrowers or to preserve rights or benefits of any Person except as expressly set forth in this Section 5. ABL Agent hereby appoints Term Loan Agent as its gratuitous bailee and non-fiduciary representative for the purposes The duties or responsibilities of perfecting their security interest in all Pledged Collateral in which Term Loan Agent has a perfected security interest under the UCC. Each each of ABL Agent and Term Loan Collateral Agent hereby accept such appointments pursuant to under this Section 5.4 Subject 5 shall be limited solely to Sections 2.1 holding the Pledged ABL Collateral as bailee and 4 agent for and unless and until on behalf of the Payment in Full other Agent for purposes of ABL Priority Debt, Term Loan Agent agrees to promptly notify perfecting or enhancing the priority of the Lien held by the other Agent. (d) Each of the ABL Agent and Collateral Agent shall not have by reason of any Pledged Collateral constituting the ABL Priority Collateral held by it Documents, the Noteholder Documents or by this Intercreditor Agreement or any other Term Loan Claimholder, and, immediately upon document a fiduciary relationship in respect of the request other Agent or any of the other Secured Parties and shall not have any liability to the other Agent or any other Secured Party in connection with its holding the Pledged ABL Agent to deliver to ABL Agent any such Pledged Collateral, together with any necessary endorsements (other than for its gross negligence or otherwise allow ABL Agent to obtain possession willful misconduct as determined by a final, non-appealable order of such Pledged Collateral) for Disposition and distribution a court of Proceeds in accordance with Sections 2 and 4competent jurisdiction. Subject to Sections 2.1 and 4 and unless and until the Payment in Full of Term Loan Priority Debt and payment in full in cash of all Excess Term Loan Debt, ABL Agent agrees to promptly notify Term Loan Agent of any Pledged Collateral constituting Term Loan Priority Collateral held by it or by any other ABL Claimholder, and, immediately upon the request of Term Loan Agent to deliver to Term Loan Agent any such Pledged Collateral held by it or by any other ABL Claimholder, together with any necessary endorsements (or otherwise allow Term Loan Agent to obtain possession of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2.1 and 4.5.2

Bailee for Perfection. (a) The ABL Revolving Collateral Agent and each Term Loan Agent each agree to hold or control 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 necessary taken to perfect a Lien thereon under the UCC UCC, the PPSA or other applicable law (such possessory Collateral Collateral, which shall include, without limitation, de- posit accounts subject to deposit account control agreements, being referred to as the “Pledged CollateralCollat- eral”), as gratuitous bailee and as a non-fiduciary representative nonfiduciary agent for the benefit and on behalf of each Term Loan Agent or the ABL Revolving Collateral Agent, as applicableapplicable (such bailment and agency 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 and applicable provisions of the PPSA), solely for the purpose of perfecting the security interest in- terest granted under the Term Loan Documents or the ABL Revolving Loan Documents, as applicable, subject to the terms and conditions of this Section 5.4. Each Term Loan Agent and the Term Claimholders hereby appoints ap- point the ABL Revolving Collateral Agent as its their gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which the ABL Revolving Collateral Agent has a perfected security interest under the PPSA or the UCC. The ABL Revolving Collateral Agent and the ABL Re- volving Claimholders hereby appoints appoint the Term Loan Agent Agents as its their gratuitous bailee and non-fiduciary representative for the purposes of perfecting per- fecting their security interest in all Pledged Collateral in which the Term Loan Agent has Agents have a perfected security interest under the PPSA or the UCC. Each of the ABL Revolving Collateral Agent and each Term Loan Agent hereby accept such appointments pursuant to this Section 5.4 Subject 5.4(a) and acknowledge and agree that it shall act for the benefit of and on behalf of the other Agents with respect to Sections 2.1 any Pledged Collateral and 4 and unless that any proceeds received by the ABL Revolving Collateral Agent or any Term Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Payment in Full Discharge of ABL Priority DebtRevolving Obligations as notified to each Term Agent in writing, each Term Loan Agent agrees to promptly notify the ABL Revolving Collateral Agent of any Pledged Collateral constituting ABL Revolv- ing Priority Collateral held by it or actually known by it to be held by any other Term Loan ClaimholderClaimholders, and, immediately upon the request of the ABL Revolving Collateral Agent at any time prior to the Discharge of ABL Revolving Obligations, each Term Agent agrees to deliver to the ABL Agent any such Pledged Collateral, together with any necessary endorsements (or otherwise allow ABL Agent to obtain possession of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2 and 4. Subject to Sections 2.1 and 4 and unless and until the Payment in Full of Term Loan Priority Debt and payment in full in cash of all Excess Term Loan Debt, ABL Agent agrees to promptly notify Term Loan Agent of any Pledged Revolving Collateral constituting Term Loan Priority Collateral held by it or by any other ABL Claimholder, and, immediately upon the request of Term Loan Agent to deliver to Term Loan Agent any such Pledged Collateral held by it or by any other ABL ClaimholderTerm Claimholders, together with any necessary endorsements (or otherwise allow Term Loan the ABL Revolving Collateral Agent to obtain possession control of such Pledged Collateral) for Disposition ). Unless and distribution until the Discharge of Proceeds in accordance Term Obligations, the ABL Revolving Collateral Agent agrees to promptly notify each Term Agent of any Pledged Collateral constituting Notes Priority Collat- eral held by it or actually known by it to be held by any other ABL Revolving Claimholders, and, imme- diately upon the request of any Term Agent at any time prior to the Discharge of Term Obligations, the ABL Revolving Collateral Agent agrees to deliver to the Term Agents any such Pledged Collateral held by it or by any ABL Revolving Claimholders, together with Sections 2.1 and 4any necessary endorsements (or otherwise allow the Term Agents to obtain control of such Pledged Collateral).

Bailee for Perfection. (a) ABL Revolving Agent and Term Loan Notes Collateral Agent each agree to hold or control 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 necessary taken to perfect a Lien thereon under the UCC or other applicable law (such possessory Collateral Collateral, which shall include, without limitation, deposit account control agreements, being referred to as the “Pledged Collateral”), as gratuitous bailee and as a non-fiduciary representative agent for Term Loan Notes Collateral Agent or ABL Revolving Agent, as applicableapplicable (such bailment and agency 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), solely for the purpose of perfecting the security interest granted under the Term Loan Notes Documents or the ABL Revolving Documents, as applicable, subject to the terms and conditions of this Section 5.4. Term Loan The Notes Collateral Agent and the Notes Claimholders hereby appoints ABL appoint the Revolving Agent as its their gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which ABL the Revolving Agent has a perfected security interest under the UCC. ABL The Revolving Agent and the Revolving Claimholders hereby appoints Term Loan appoint the Notes Collateral Agent as its their gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which Term Loan the Notes Collateral Agent has a perfected security interest under the UCC. Each of ABL the Revolving Agent and Term Loan Notes Collateral Agent hereby accept such appointments pursuant to this Section 5.4 Subject 5.4(a) and acknowledge and agree that it shall act for the benefit of the other Claimholders with respect to Sections 2.1 any Pledged Collateral and 4 that any Proceeds received by the Revolving Agent or Notes Collateral Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. In furtherance of the foregoing, each Grantor hereby grants a security interest in the Pledged Collateral to (x) the Revolving Agent for the benefit of the Revolving Claimholders and unless the Notes Claimholders and (y) the Notes Collateral Agent for the benefit of the Revolving Claimholders and the Notes Claimholders. Unless and until the Payment in Full Discharge of ABL Priority Debtthe Revolving Obligations, Term Loan Notes Collateral Agent agrees to promptly notify ABL Revolving Agent of any Pledged Collateral constituting ABL Revolving Priority Collateral held by it or known by it to be held by any other Term Loan ClaimholderNotes Claimholders, and, immediately upon the request of ABL Revolving Agent at any time prior to the Discharge of the Revolving Obligations, Notes Collateral Agent agrees to deliver to ABL Agent any such Pledged Collateral, together with any necessary endorsements (or otherwise allow ABL Agent to obtain possession of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2 and 4. Subject to Sections 2.1 and 4 and unless and until the Payment in Full of Term Loan Priority Debt and payment in full in cash of all Excess Term Loan Debt, ABL Agent agrees to promptly notify Term Loan Agent of any Pledged Collateral constituting Term Loan Priority Collateral held by it or by any other ABL Claimholder, and, immediately upon the request of Term Loan Agent to deliver to Term Loan Revolving Agent any such Pledged Collateral held by it or by any other ABL ClaimholderNotes Claimholders, together with any necessary endorsements (or otherwise allow Term Loan Revolving Agent to obtain possession control of such Pledged Collateral). Revolving Agent hereby agrees that upon the Discharge of the Revolving Obligations, upon the written request of Notes Collateral Agent, to the extent that the applicable control agreement is in full force and effect and has not been terminated, Revolving Agent shall continue to act as such a bailee and non-fiduciary agent for Notes Collateral Agent (solely for the purpose of perfecting the security interest granted under the Notes Documents and at the expense of Notes Collateral Agent) for Disposition with respect to the deposit account or securities account that is the subject of such control agreement, until the earlier to occur of (x) 60 days after the date when the Discharge of the Revolving Obligations has occurred, and distribution (y) the date when a control agreement is executed in favor of Proceeds in accordance Notes Collateral Agent with Sections 2.1 and 4respect to such deposit account or securities account.

Bailee for Perfection. (a) The ABL Collateral Agent and the Term Loan Collateral Agent each agree to hold or control 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 is necessary to perfect a Lien thereon under the UCC or other applicable law ) (such possessory Collateral, which shall include Collateral subject to deposit account control agreements or security account control agreements, being referred to as the “Pledged Collateral”), as gratuitous bailee and as a non-fiduciary representative agent for the Term Loan Collateral Agent or the ABL Collateral Agent, as applicableapplicable (such bailment and agency 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), solely for the purpose of perfecting the security interest granted under the Term Loan Documents or the ABL Loan Documents, as applicable, subject to the terms and conditions of this Section 5.4. The Term Loan Collateral Agent and the other Term Claimholders hereby appoints appoint the ABL Collateral Agent as its their gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which the ABL Collateral Agent has a perfected security interest under the UCC. The ABL Collateral Agent and the other ABL Claimholders hereby appoints appoint the Term Loan Collateral Agent as its their gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which the Term Loan Collateral Agent has a perfected security interest under the UCC. Each of the ABL Collateral Agent and the Term Loan Collateral Agent hereby accept such appointments pursuant to this Section 5.4 Subject 5.4(a) and acknowledges and agrees that it shall act for the benefit of the Claimholders of the other Class with respect to Sections 2.1 any Pledged Collateral and 4 and unless that any proceeds received by the ABL Collateral Agent or the Term Collateral Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Payment in Full Discharge of ABL Priority DebtObligations has occurred, the Term Loan Collateral Agent agrees to promptly notify the ABL Collateral Agent of any Pledged Collateral constituting ABL Priority Collateral held or controlled by it (or its agents or bailees, other than the ABL Collateral Agent) or actually known by it to be held or controlled by any other Term Loan ClaimholderClaimholders, and, immediately upon and at any time prior to the request Discharge of ABL Obligations, the Term Collateral Agent and each other Term Claimholder agrees to deliver to the ABL Collateral Agent any such Pledged CollateralCollateral held by it, together with any necessary endorsements (or otherwise allow the ABL Collateral Agent to obtain possession control of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2 and 4). Subject to Sections 2.1 Section 3.9(b) and 4 and except as otherwise provided in Section 4.2 in respect of Proceeds of Term Priority Collateral, unless and until the Payment in Full Discharge of Term Loan Priority Debt and payment in full in cash of all Excess Term Loan DebtObligations has occurred, the ABL Collateral Agent agrees to promptly notify the Term Loan Collateral Agent in writing of any Pledged Collateral constituting Term Loan Priority Collateral held or controlled by it (or its agents or bailees, other than the Term Collateral Agent) or actually known by it to be held by any other ABL ClaimholderClaimholders, and, immediately upon and at any time prior to the request Discharge of Term Loan Obligations, the ABL Collateral Agent and each other ABL Claimholder agrees to deliver to the Term Loan Collateral Agent any such Pledged Collateral held by it or by any other ABL Claimholderit, together with any necessary endorsements (or otherwise allow the Term Loan Collateral Agent to obtain possession control of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2.1 and 4).