Common use of Bailee for Perfection Clause in Contracts

Bailee for Perfection. (a) The Credit Agent agrees to hold the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurred, the Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this Agreement. (d) The Credit Agent shall have no obligation whatsoever to the Trustee or any Noteholder to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Credit Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee for purposes of perfecting the Lien held by the Trustee. (e) The Credit Agent shall not have by reason of the Noteholder Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of the Trustee or any Noteholder and the Trustee and the Noteholders hereby waive and release the Credit Agent from all claims and liabilities arising pursuant to the Credit Agent's role under this Section 5.5, as agent and bailee with respect to the Common Collateral.

Bailee for Perfection. (ai) The Credit Term Collateral Agent agrees to hold that part of the Pledged TL Priority Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such TL Priority Collateral being 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 agent for, the Trustee 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 such agent under all control agreements relating to the Pledged TL Priority Collateral, in each case solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to under the Noteholder Security AgreementTerm Documents, the ABL Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 5.5. (b) The Credit 2.4(f). Following the Discharge of Term Obligations, the ABL Collateral Agent agrees to hold the Deposit Account Pledged TL Priority Collateral as collateral agent for the ABL Secured Parties and as bailee for and, with respect to any collateral that is part cannot be per- fected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Common Collateral and controlled by the Credit Agent for the Trustee Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to under the Noteholder Security AgreementABL Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 5.52.4(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 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. As security for the payment and performance in full of 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. (cii) Except as otherwise specifically provided herein Subject to the terms of this Agreement, (including, without limitation, Sections 3.1 and 4.1), x) until the Discharge of Senior Lender Claims Term Obligations has occurred, the Credit Term Collateral Agent shall be entitled to deal with the Pledged TL Priority Collateral in accordance with the terms of the Senior Lender Term Documents as if the Liens of the ABL Collateral Agent under the Noteholder 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 Trustee ABL Collateral Agent and the Noteholders with respect to such Pledged Notes Collateral Agent shall at all times be subject to the terms of this AgreementAgreement and to the Term Collateral Agent’s rights under the Term Documents. (diii) The Credit Term Collateral Agent shall have no obligation whatsoever to any Term Secured Party, the Trustee ABL Collateral Agent, any ABL Secured Party, the Notes Collateral Agent or any Noteholder Notes Secured Party to assure ensure that the Pledged TL Priority Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.52.4(f). The duties or responsibilities of the Credit Term Collateral Agent under this Section 5.5 2.4(f) shall be limited solely to holding the Pledged TL Priority Collateral as bailee for 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 Trustee for purposes Notes Collateral Agent or any Notes Secured Party to ensure that the Pledged TL Priority Collateral is genuine or owned by any of perfecting the Lien held by 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 TrusteeABL 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). (eiv) The Credit Term Collateral Agent acting pursuant to this Section 2.4(f) shall not have by reason of the Noteholder Collateral Documents or Term Security Documents, the ABL Security Documents, the Notes Security Documents, this Agreement or any other document a fiduciary relationship in respect of any Term Secured Party, the Trustee ABL Collateral Agent, any ABL Secured Party, the Notes Collateral Agent or any Noteholder and the Trustee and the Noteholders hereby waive and release the Credit Notes Secured Party. The ABL Collateral Agent from all claims and liabilities arising acting pursuant to the Credit Agent's role under this Section 5.52.4(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. (v) 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 TL Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary 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 control of such Pledged TL Priority Collateral) and 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 competent jurisdiction may otherwise direct. Following the Discharge of Term Obligations and upon the Discharge of ABL Obligations under the ABL Documents to which the ABL Collateral Agent is a party, the ABL Collateral Agent shall deliver or cause to be delivered the remaining Pledged TL Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary 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 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. (vi) Notwithstanding anything to the contrary herein, if, for any reason, any ABL Obligations remain outstanding upon the Discharge of Term Obligations, all rights of the Term Collateral Agent hereunder and under the Term Security Documents, the ABL Security Documents or the Notes Security Documents (1) with respect to the Common delivery and control of 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 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 the ABL Collateral Agent’s establishment and perfection 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. (vii) 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 the 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 the preceding clause (v).

Bailee for Perfection. (a) The Credit Agent agrees to hold Each Creditor hereby appoints the Pledged Collateral that is part other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any of the Common Collateral in its the possession or under the 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 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 its agents or bailees) as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurred, the Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this Agreement. (d) The Credit Agent shall not have no obligation whatsoever to the Trustee any duty or any Noteholder to assure that the Pledged Collateral is genuine or owned by any of the Grantors or liability to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities any of the Credit Agent under this Section 5.5 shall be limited solely Collateral and, except for gross negligence or willful misconduct as determined pursuant to holding a final non-appealable order of a court of competent jurisdiction, the Pledged Collateral as bailee for non-possessing or non-controlling Creditor hereby waives and releases the Trustee for purposes of perfecting the Lien held by the Trustee. (e) The Credit Agent shall not have by reason of the Noteholder Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of the Trustee or any Noteholder and the Trustee and the Noteholders hereby waive and release the Credit Agent from Creditor from, all claims and liabilities arising pursuant to the Credit Agent's possessing or controlling Creditor’s role under this Section 5.5, as agent and bailee with respect to the Common 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 possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which 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 First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to 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 in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by 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 rights and take the actions set forth in such landlord’s waiver or bailee waiver.

Bailee for Perfection. (a) The Credit Second Lien Agent hereby appoints the First Lien Agent to hold, and the First Lien Agent accepts such appointment and agrees to hold the Pledged Collateral that is part hold, all of the Common Collateral in its the First Lien Agent’s possession or control (or in the possession or control of its agents or bailees) as bailee and agent for the Trustee benefit and any assignee on behalf of the Second Lien Agent and Noteholders, solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security AgreementCollateral Documents, subject to the terms and conditions of this Section 5.5. (b) The Credit Agent agrees to hold Until the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior First Lien Lender Claims has occurredTermination Date, the Credit First Lien Agent shall be entitled to deal with the Pledged Collateral in their possession or control in accordance with the terms of the Senior First Lien Lender Documents as if the Liens under the Noteholder Collateral Documents did not existDocuments. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral Second Lien Agent shall at all times be subject to the terms of this AgreementAgreement and to the First Lien Agent’s rights under the First Lien Lender Documents. (dc) The Credit First Lien Agent shall have no obligation whatsoever to the Trustee Second Lien Agent or any other Noteholder to assure that the Pledged Collateral in the First Lien Agent’s possession or control is genuine or owned by any of the Grantors Obligor or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Credit First Lien Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral in its possession or control as bailee for the Trustee Second Lien Agent for purposes of perfecting the Lien held by the TrusteeSecond Lien Agent and to using the same degree of care with respect to such Collateral as the First Lien Agent uses for similar property pledged to it as collateral for indebtedness generally. (ed) The Credit First Lien Agent shall not have by reason of the Noteholder Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of the Trustee Second Lien Agent or any Noteholder and other Noteholder. (e) Upon the Trustee and First Lien Lender Termination Date, the Noteholders hereby waive and release the Credit First Lien Agent from all claims and liabilities arising pursuant shall deliver to the Credit Agent's role under this Section 5.5Second Lien Agent the Collateral in its possession or control (or in the possession or control of its agents or bailees) together with any necessary endorsements (or otherwise allow the Second Lien Agent to obtain control of such Collateral), or as agent and bailee with respect to the Common Collaterala court of competent jurisdiction may otherwise direct.

Bailee for Perfection. (a) The Credit Agent agrees to hold Each Creditor hereby appoints the Pledged Collateral that is part other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any of the Common Collateral in its the possession or under the 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 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 its agents or bailees) as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurred, the Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this Agreement. (d) The Credit Agent shall not have no obligation whatsoever to the Trustee any duty or any Noteholder to assure that the Pledged Collateral is genuine or owned by any of the Grantors or liability to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities any of the Credit Agent under this Section 5.5 shall be limited solely Collateral and, except for gross negligence or willful misconduct as determined pursuant to holding a final non- appealable order of a court of competent jurisdiction, the Pledged Collateral as bailee for non-possessing or non-controlling Creditor hereby waives and releases the Trustee for purposes of perfecting the Lien held by the Trustee. (e) The Credit Agent shall not have by reason of the Noteholder Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of the Trustee or any Noteholder and the Trustee and the Noteholders hereby waive and release the Credit Agent from Creditor from, all claims and liabilities arising pursuant to the Credit Agent's possessing or controlling Creditor’s role under this Section 5.5, as agent and bailee with respect to the Common 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 possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which 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 First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to 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 in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by 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 rights and take the actions set forth in such landlord’s waiver or bailee waiver.

Bailee for Perfection. (a) The Credit Agent Each Secured Creditor agrees to hold the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as bailee for the Trustee other Secured Creditors and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Agreementapplicable Secured Loan Documents, subject to the terms and conditions of this Section 5.5Section. (b) The Credit Agent agrees to hold Until Payment in Full of their Secured Obligations, only the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurred, the Credit Agent Priority Secured Creditors shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender their Secured Loan Documents as if the Liens Lien of the Junior Secured Creditors under the Noteholder Collateral their Secured Loan Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral Junior Secured Creditors shall at all times be subject to the terms of this Agreement. (dc) The Credit Agent No Secured Creditor shall have no any obligation whatsoever to the Trustee or any Noteholder other Secured Creditor to assure that the Pledged Collateral is genuine or owned by the Company or any of the Grantors its Subsidiaries or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5Section. The duties or responsibilities of the Credit Agent any Secured Creditor under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee other Secured Creditors for purposes of perfecting the Lien held by the Trusteeother Secured Creditors. (ed) The Credit Agent No Secured Creditor shall not have by reason of the Noteholder Collateral Documents or this Agreement or any other document a any fiduciary relationship in respect of any other Secured Creditor. (e) Once Payment in Full of the Trustee or any Noteholder and First Secured Obligations has occurred, the Trustee and the Noteholders hereby waive and release the Credit First Lien Agent from all claims and liabilities arising pursuant shall deliver to the Credit Agent's role under this Section 5.5Second Lien Agent the Pledged Collateral held by it together with any necessary endorsements (without recourse or warranty) or as a court of competent jurisdiction may otherwise direct. Once Payment in Full of the Second Secured Obligations has occurred, as agent and bailee with respect the Second Lien Agent shall deliver to the Common CollateralCMP the Pledged Collateral held by it together with any necessary endorsements (without recourse or warranty) or as a court of competent jurisdiction may otherwise direct. Once Payment in Full of the Third Secured Obligations has occurred, CMP shall deliver to CSCL the Pledged Collateral held by it together with any necessary endorsements (without recourse or warranty) or as a court of competent jurisdiction may otherwise direct.

Bailee for Perfection. (a) The Credit Controlling Collateral Agent agrees to hold the Pledged Collateral that is part all of the Common Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as agent for perfection and bailee for the Trustee benefit of and any assignee on behalf of the Working Capital Facility Collateral Agent, the Notes Collateral Agent and the Pari Passu Collateral Agent solely for the purpose of perfecting the security interest granted in such Pledged Shared Collateral pursuant to the Noteholder Security AgreementWorking Capital Facility Collateral Documents, Notes Collateral Documents and the Pari Passu Collateral Documents (such provision being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the UCC), subject to the terms and conditions of this Section 5.5. (b) The Credit Agent agrees to hold the Deposit Account Controlling Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurred, the Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this Agreement. (d) The Credit Agent shall have no any obligation whatsoever to the Trustee or any Noteholder Junior Secured Party to assure that the Pledged Shared Collateral in the Controlling Collateral Agent’s possession or control is genuine or owned by any of the Grantors Obligor or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Credit Controlling Collateral Agent under this Section 5.5 shall be limited solely to holding the Pledged Shared Collateral in its possession or control as agent for perfection and bailee for the Trustee Existing Notes Collateral Agent and the Interim Notes Collateral Agent and the Pari Passu Collateral Agent, as applicable, for purposes of perfecting the Lien held by the TrusteeExisting Notes Collateral Agent and the Interim Notes Collateral Agent and the Pari Passu Collateral Agent, as applicable, and to using the same degree of care with respect to such Shared Collateral as the Controlling Collateral Agent uses for similar property pledged to it as collateral for indebtedness generally. The Controlling Collateral Agent shall not be liable to any Junior Secured Party for any action taken or omitted by it hereunder or in connection herewith, except to the extent of the Controlling Collateral Agent’s own gross negligence or willful misconduct as determined by a final non-appealable order of a court of competent jurisdiction. (ec) The Credit Controlling Collateral Agent shall not have have, by reason of the Noteholder Collateral Documents or this Agreement or any other document document, a fiduciary relationship in respect of any Junior Secured Party. (d) If (i) the Trustee or Controlling Collateral Agent is the Working Capital Facility Collateral Agent, and if any Noteholder and Notes Obligations remain outstanding upon the Trustee and Discharge of Working Capital Facility Obligations, the Noteholders hereby waive and release the Credit Working Capital Facility Collateral Agent from all claims and liabilities arising pursuant shall deliver to the Credit Primary Notes Collateral Agent as successor Controlling Collateral Agent the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) together with any necessary or reasonably requested endorsements (or otherwise allow the Primary Notes Collateral Agent to obtain control of such Shared Collateral), or as a court of competent jurisdiction may otherwise direct, or (ii) the Controlling Collateral Agent is the Primary Notes Collateral Agent's role under this Section 5.5, and if any Pari Passu Indebtedness remains outstanding upon the Discharge of Interim Notes Obligations, the Primary Notes Collateral Agent shall deliver to Pari Passu Collateral Agent the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) together with any necessary or reasonably requested endorsements (or otherwise allow the Pari Passu Collateral Agent to obtain control of such Shared Collateral), or as agent a court of competent jurisdiction may otherwise direct. The successor Controlling Collateral Agent agrees to hold any Shared Collateral so received from the former Controlling Collateral Agent in its possession or control as bailee for the remaining Authorized Representatives, and bailee to use the same degree of care with respect to such Shared Collateral as the Common Collateralsuccessor Controlling Collateral Agent uses for similar property pledged to it as collateral for indebtedness generally.

Bailee for Perfection. (a) The Credit Agent First Lien Claimholder Representative agrees to hold the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as bailee for the First Lien Claimholders and the Second Lien Collateral Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security First Lien Collateral Documents and the Second Lien Pledge Agreement, subject to the terms and conditions of this Section 5.54.5. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until Until the Discharge of Senior Lender Claims First Lien Obligations has occurred, the Credit Agent First Lien Claimholder Representative shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender First Lien Credit Documents as if the Liens of the Second Lien Collateral Trustee under the Noteholder Second Lien Collateral Documents did not exist. The rights of the Second Lien Collateral Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this AgreementAgreement and to the First Lien Claimholder Representative's rights under the First Lien Credit Documents. (dc) The Credit Agent First Lien Claimholder Representative shall have no obligation whatsoever to the First Lien Claimholders and the Second Lien Collateral Trustee or any Noteholder Second Lien Claimholder to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.54.5. The duties or responsibilities of the Credit Agent First Lien Collateral Representative under this Section 5.5 4.5 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee for purposes of perfecting the Lien held by the Trusteein accordance with this Section 4.5. (ed) The Credit Agent First Lien Collateral Representative acting pursuant to this Section 4.5 shall not have by reason of the Noteholder First Lien Collateral Documents and the Second Lien Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of the Trustee First Lien Claimholders, the Second Lien Collateral Trustee, any Second Lien Claimholder or any Noteholder and other First Lien Claimholder Representative. (e) Upon the Trustee and Discharge of the Noteholders hereby waive and release First Lien Obligations under the First Lien Credit Agent from all claims and liabilities arising pursuant Documents to which the First Lien Collateral Representative is a party, such First Lien Collateral Representative shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to any other First Lien Collateral Representative to the Credit Agent's role under this Section 5.5extent First Lien Obligations remain outstanding, as agent and bailee with respect second, to the Second Lien Collateral Trustee to the extent Second Lien Obligations remain outstanding, and third, to Parent to the extent no First Lien Obligations or Second Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged Collateral). Such First Lien Collateral Representative further agrees to take all other action reasonably requested by such Person in connection with the such Person obtaining a first-priority interest in the Common CollateralCollateral or as a court of competent jurisdiction may otherwise direct.

Bailee for Perfection. (a) The Credit Solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Collateral Documents, and subject to the terms and conditions of this Section 5.5, the Administrative Agent agrees agrees: (i) to hold the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as bailee for the Trustee and any assignee, (ii) with respect to any securities accounts included in the Collateral, it has "control" within the meaning of Section 8-106(d)(3) of such securities accounts on behalf of the Trustee and any assignee solely and (iii) with respect to any deposit accounts included in the Collateral, it is acting as agent for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Agreement, subject to the terms Trustee and conditions of this Section 5.5any assignee. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurred, the Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this AgreementAgreement and to the Administrative Agent's rights under the Loan Documents. (dc) The Credit Administrative Agent shall have no obligation whatsoever to the Trustee or any Noteholder to assure that the Pledged Collateral is genuine or owned by any of the Grantors Obligor or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Credit Administrative Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee for purposes of perfecting the Lien held by the Trustee. (ed) The Credit Administrative Agent shall not have by reason of the Noteholder Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of the Trustee or any Noteholder Noteholder. (e) Upon the Discharge of Lender Claims, the Administrative Agent shall deliver to the Trustee, at the sole cost and expense of the Borrower, the Pledged Collateral in its possession together with any necessary endorsements (or otherwise allow the Trustee and the Noteholders hereby waive and release the Credit Agent from all claims and liabilities arising pursuant to obtain control of such Pledged Collateral) to the Credit Agent's role under this Section 5.5, extent required by the Noteholder Documents or as agent and bailee with respect to the Common Collaterala court of competent jurisdiction may otherwise direct.

Bailee for Perfection. (a) The Credit First Lien Agent agrees to hold that part of the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees), to the extent that possession thereof is taken to perfect a Lien thereon under the Uniform Commercial Code (such Collateral being the "PLEDGED COLLATERAL") as bailee for the Trustee benefit of and on behalf of the First Lien Secured Parties, the Second Lien Agent and the Second Lien Secured Parties and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to under the Noteholder Security AgreementFirst Lien Loan Documents and the Second Lien Loan Documents, subject to the terms and conditions of this Section 5.5. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject Subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1)Agreement, until the Discharge of Senior Lender Claims First Lien Obligations has occurred, the Credit First Lien Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender First Lien Loan Documents as if the Liens of the Second Lien Agent under the Noteholder Collateral Second Lien Security Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral Second Lien Agent shall at all times be subject to the terms of this AgreementAgreement and to the First Lien Agent's rights under the First Lien Loan Documents. (dc) The Credit First Lien Agent shall have no obligation whatsoever to the Trustee First Lien Secured Parties and the Second Lien Agent or any Noteholder Second Lien Secured Party to assure ensure that the Pledged Collateral is genuine or owned by any of the Grantors Loan Parties or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Credit First Lien Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee for purposes benefit of perfecting and on behalf of the First Lien held by Secured Parties and the TrusteeSecond Lien Agent and any permitted assignee in accordance with this Section 5.5. (ed) The Credit First Lien Agent acting pursuant to this Section 5.5 shall not have by reason of the Noteholder Collateral Documents or First Lien Security Documents, the Second Lien Security Documents, this Agreement or any other document or theory a fiduciary relationship in respect of the Trustee First Lien Secured Parties, the Second Lien Agent or any Noteholder and Second Lien Secured Party. (e) Upon the Trustee and Discharge of First Lien Obligations under the Noteholders hereby waive and release First Lien Loan Documents to which the Credit First Lien Agent from all claims and liabilities arising pursuant is a party, the First Lien Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the Credit Second Lien Agent to the extent Second Lien Obligations remain outstanding, and second, to the Borrower to the extent no First Lien Obligations (other than contingent indemnification obligations as to which no claim has been asserted) or Second Lien Obligations (other than contingent indemnification obligations as to which no claim has been asserted) remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged Collateral). The First Lien Agent further agrees to take all other action reasonably requested by such Person in connection with such Person obtaining, as applicable, a first-priority security interest in, ownership or release of the Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding the first in time filing of the First Lien Agent's role Liens upon the Pledged Collateral and notwithstanding anything in Section 7.3 to the contrary, after the Discharge of First Lien Obligations the First Lien Agent agrees that the Second Lien Agent's Liens upon the Pledged Collateral shall rank pari passu with the First Lien Agent's Liens on the Pledged Collateral to the extent the First Lien Agent's Liens remain in effect to secure any First Lien Obligations (such as Hedging Agreements) still in effect after the Discharge of First Lien Obligations. After the Discharge of First Lien Obligations, subject to Section 5.6, any remaining First Lien Obligations (such as Hedging Agreements) shall not be entitled to any benefits under this Section 5.5, as agent and bailee Agreement other than the right to be secured on a pari passu basis with respect to the Common CollateralSecond Lien Obligations on terms no less advantageous than those of any other Second Lien Obligations.

Bailee for Perfection. (a) The Credit First Lien Administrative Agent agrees to hold that part of the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees), to the extent that possession thereof is taken to perfect a Lien thereon under the Uniform Commercial Code (such Collateral being the “Pledged Collateral”) as bailee for the Trustee benefit of and on behalf of the First Lien Secured Parties, the Second Lien Administrative Agent and the Second Lien Secured Parties and any assignee solely for the purpose of perfecting the security interest granted in such Pledged under the First Lien Collateral pursuant to Documents and the Noteholder Security AgreementSecond Lien Collateral Documents, subject to the terms and conditions of this Section 5.5. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject Subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1)Agreement, until the Discharge of Senior Lender Claims First Lien Obligations has occurred, the Credit First Lien Administrative Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender First Lien Loan Documents as if the Liens of the Second Lien Administrative Agent under the Noteholder Second Lien Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral Second Lien Administrative Agent shall at all times be subject to the terms of this AgreementAgreement and to the First Lien Administrative Agent’s rights under the First Lien Loan Documents. (dc) The Credit First Lien Administrative Agent shall have no obligation whatsoever to the Trustee First Lien Secured Parties and the Second Lien Administrative Agent or any Noteholder Second Lien Secured Party to assure ensure that the Pledged Collateral is genuine or owned by any of the Grantors Credit Parties or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Credit First Lien Administrative Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee for purposes benefit of perfecting and on behalf of the First Lien held by Secured Parties and the TrusteeSecond Lien Administrative Agent and any permitted assignee in accordance with this Section 5.5. (ed) The Credit First Lien Administrative Agent acting pursuant to this Section 5.5 shall not have by reason of the Noteholder First Lien Collateral Documents or Documents, the Second Lien Collateral Documents, this Agreement or any other document or theory a fiduciary relationship in respect of the Trustee First Lien Secured Parties, the Second Lien Administrative Agent or any Noteholder and Second Lien Secured Party. (e) Upon the Trustee and Discharge of First Lien Obligations under the Noteholders hereby waive and release First Lien Loan Documents to which the Credit First Lien Administrative Agent from all claims and liabilities arising pursuant is a party, the First Lien Administrative Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, (i) to the Credit Second Lien Administrative Agent if Second Lien Obligations remain outstanding, and (ii) to the Borrower (or the applicable pledgor) if no First Lien Obligations or Second Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged Collateral). The First Lien Administrative 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 Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding (x) the “first in time” filing of the First Lien Administrative Agent's role ’s Liens upon the Pledged Collateral and (y) anything in Section 7.3 to the contrary, after the Discharge of First Lien Obligations, the First Lien Administrative Agent agrees that the Second Lien Administrative Agent’s Liens upon the Pledged Collateral shall rank pari passu with the First Lien Administrative Agent’s Liens on the Pledged Collateral to the extent the First Lien Administrative Agent’s Liens remain in effect to secure any First Lien Obligations (such as Specified Hedge Agreements) still in effect after the Discharge of First Lien Obligations. After the Discharge of First Lien Obligations, subject to Section 5.6, any remaining First Lien Obligations (such as Specified Hedge Agreements) shall not be entitled to any benefits under this Section 5.5, as agent and bailee Agreement other than the right to be secured on a pari passu basis with respect to the Common CollateralSecond Lien Obligations on terms no more disadvantageous than those of any other Second Lien Obligations.

Bailee for Perfection. 5.1 Revolving Loan Lender as Bailee. (a) The Credit Agent agrees to hold the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until Until the Discharge of Senior Lender Claims Revolving Loan Debt has occurred, the Credit Agent Revolving Loan Lender shall be entitled to deal with that portion of the Pledged Collateral constituting Revolving Loan Priority Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not existRevolving Loan Documents. The rights of the Trustee and the Noteholders with respect Merger Loan Agent to such Pledged Collateral shall at all times be subject to the terms of this AgreementAgreement and to Revolving Loan Lender’s rights under the Revolving Loan Documents. As to that portion of the Pledged Collateral that constitutes Merger Loan Priority Collateral (including, without limitation, proceeds from the sale of equipment, inventory, general intangibles etc.), the rights of the Revolving Loan Lender shall at all times be subject to the terms of this Agreement and the Merger Loan Agent’s rights under the Merger Loan Documents. (db) The Credit Agent Revolving Loan Lender shall have no obligation whatsoever to the Trustee Merger Loan Agent or any Noteholder other Merger Loan Secured Party to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.55. The duties or responsibilities of the Credit Agent Revolving Loan Lender under this Section 5.5 5 shall be limited solely to holding the Pledged Collateral as bailee and agent for the Trustee and on behalf of Merger Loan Agent for purposes of perfecting the Lien held by the TrusteeMerger Loan Agent. (ec) The Credit Agent Revolving Loan Lender shall not have by reason of the Noteholder Collateral Revolving Loan Documents, the Merger Loan Documents or this Agreement or any other document a fiduciary relationship in respect of the Trustee Merger Loan Agent or any Noteholder of the other Merger Loan Secured Parties and shall not have any liability to Merger Loan Agent or any other Merger Loan Secured Party in connection with its holding the Trustee Pledged Collateral, other than as expressly provided for herein and the Noteholders hereby waive and release the Credit Agent from all claims and liabilities arising pursuant to the Credit Agent's role under this Section 5.5other than for its gross negligence or willful misconduct as determined by a final, as agent and bailee with respect to the Common Collateralnon-appealable order of a court of competent jurisdiction.

Bailee for Perfection. (a) The Credit Lender Collateral Agent agrees to hold the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as bailee for the Trustee and any assignee Subordinated Creditor Collateral Agent solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5and the other provisions of this Agreement. (b) The Credit Agent agrees to hold Until the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurredLiabilities are Fully Paid, the Credit Lender Collateral Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Loan Documents as if the Liens Lien of the Subordinated Creditor and the Subordinated Creditor Collateral Agent under the Noteholder Collateral Security Agreement and all other Subordinated Creditor Loan Documents did not exist. The rights of the Trustee Subordinated Creditor Collateral Agent and the Noteholders with respect to such Pledged Collateral Subordinated Creditor shall at all times be subject to the terms of this Agreement. (dc) The Credit Lender Collateral Agent shall have no obligation whatsoever to the Trustee Subordinated Creditor Collateral Agent or any Noteholder the Subordinated Creditor to assure that the Pledged Collateral is genuine or owned by the Borrower or any of the Grantors Active Subsidiary or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5Section. The duties or responsibilities of the Credit Lender Collateral Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee Subordinated Creditor Collateral Agent for purposes of perfecting the Lien held by the TrusteeSubordinated Creditor Collateral Agent. (ed) The Credit Lender Collateral Agent shall not have by reason of the Noteholder Collateral Documents Security Agreement or this Agreement or any other document a fiduciary relationship in respect of the Trustee Subordinated Creditor Collateral Agent or any Noteholder and the Trustee and Subordinated Creditor. (e) Once the Noteholders hereby waive and release Senior Liabilities are Fully Paid, the Credit Lender Collateral Agent from all claims and liabilities arising pursuant shall, to the Credit Agent's role under this Section 5.5extent permitted by applicable law, as agent and bailee with respect deliver to the Common CollateralSubordinated Creditor Collateral Agent the Pledged Collateral together with any necessary endorsements or as a court of competent jurisdiction may otherwise direct.

Bailee for Perfection. (a) The Credit Senior Agent agrees to hold the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until Until the Discharge of Senior Lender Claims has occurred, the Credit Senior Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens Lien of the Trustee under the Noteholder Collateral Documents Security Agreement did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this AgreementAgreement and to the Senior Agent's rights under the Senior Lender Documents. (dc) The Credit Senior Agent shall have no obligation whatsoever to the Trustee or any Noteholder to assure that the Pledged Collateral is genuine or owned by any the Borrower or one of the Grantors its Subsidiaries or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Credit Senior Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee for purposes of perfecting the Lien held by the Trustee. (ed) The Credit Senior Agent shall not have by reason of the Noteholder Collateral Documents Security Agreement or this Agreement or any other document a fiduciary relationship in respect of the Trustee or any Noteholder Noteholder. (e) Upon the Discharge of Senior Lender Claims, the Senior Agent shall deliver to the Trustee the Pledged Collateral together with any necessary endorsements (or otherwise allow such Trustee to obtain control of such Pledged Collateral) or as a court of competent jurisdiction may otherwise direct. (f) In addition to the foregoing, the parties hereby acknowledge and agree that the Excess Cash Flow Collateral Account has been established in the name of the Company and subject to the control of the Senior Agent for the Senior Lenders and the Trustee and for the Noteholders hereby waive to be maintained by Manufacturers and release Traders Trust Company as securities intermediary and that the Senior Agent shall be deemed the "entitlement holder" as defined in Section 8-102(a)(7) of the New York UCC for benefit of the Senior Lenders and Trustee shall be deemed to be the "entitlement holder" (as so defined) on behalf of the Noteholders. By its execution of this agreement Senior Agent agrees to take all such actions and direct all "entitlement orders" (as defined in Section 8-102(8) of the New York UCC) as may be required to make such payments as required under Section 4.19 of the Indenture to the extent permitted by Sections 4.5 and 8.21 of the Credit Agreement. In addition, upon the Discharge of the Senior Lender Claims, the Senior Agent from all claims shall take such actions as shall be necessary to terminate its Lien in and liabilities arising pursuant control over the Excess Cash Flow Collateral Account including issuance of entitlement orders as may be necessary to relinquish control over the Excess Cash Flow Collateral Account and to deliver such certificates or instruments representing or evidencing a portion of the Collateral that are not carried or credited in the Excess Cash Flow Collateral Account to the Credit Trustee. In addition, the Company hereby grants to the Trustee for the benefit of the Holders control over the Excess Cash Flow Collateral Account and all securities, accounts and monies deposited therein effective on the relinquishment of control by the Senior Agent. The Company agrees to execute such additional instruments to confirm the Senior Agent's role under this Section 5.5control over the Excess Cash Flow Collateral Account and all securities, accounts and monies deposited therein and confirm the status of the Senior Agent as agent and bailee a protected purchaser with respect to the Common CollateralExcess Cash Flow Collateral Account and collateral therein as provided in Section 8-3-3 of the New York UCC and to confirm the foregoing grant of control to the Trustee and confirm the status of Trustee to be a protected purchaser with respect to the Excess Cash Flow Collateral Account and collateral therein as provided in Section 8-3-3 of the New York UCC.

Bailee for Perfection. (a) The Credit Senior Agent agrees to hold the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Pledge Agreement, subject to the terms and conditions of this Section 5.5. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until Until the Discharge of Senior Lender Claims has occurred, the Credit Senior Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not existDocuments. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this AgreementAgreement and to the Senior Agent's rights under the Senior Lender Documents. (dc) The Credit Senior Agent shall have no obligation whatsoever to the Trustee or any Noteholder to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Credit Senior Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee for purposes of perfecting the Lien held by the Trustee. (ed) The Credit Senior Agent shall not have by reason of the Noteholder Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of the Trustee or any Noteholder and Noteholder. The Trustee shall not have by reason of the Senior Lender Documents or this Agreement or any other document a fiduciary relationship in respect of the Senior Agent or the Senior Lenders. (e) Upon the Discharge of Senior Lender Claims, the Senior Agent shall deliver to the Trustee and the Noteholders hereby waive and release remaining Pledged Collateral (if any), together with any necessary endorsements (or otherwise allow the Credit Agent from all claims and liabilities arising pursuant Trustee to the Credit Agent's role under this Section 5.5, obtain control of such Pledged Collateral) or as agent and bailee with respect to the Common Collaterala court of competent jurisdiction may otherwise direct.

Bailee for Perfection. (a) The Credit Agent agrees to hold Each Creditor hereby appoints the Pledged Collateral that is part other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any of the Common Collateral in its the possession or under the 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 and investment property and instruments in the possession or under the control of First Lien Agent; provided, that, the Creditor in the possession or control of its agents or bailees) as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurred, the Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this Agreement. (d) The Credit Agent shall not have no obligation whatsoever to the Trustee any duty or any Noteholder to assure that the Pledged Collateral is genuine or owned by any of the Grantors or liability to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities any of the Credit Agent under this Section 5.5 shall be limited solely Collateral and, except for gross negligence or willful misconduct as determined pursuant to holding a final non-appealable order of a court of competent jurisdiction, the Pledged Collateral as bailee for non-possessing or non-controlling Creditor hereby waives and releases the Trustee for purposes of perfecting the Lien held by the Trustee. (e) The Credit Agent shall not have by reason of the Noteholder Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of the Trustee or any Noteholder and the Trustee and the Noteholders hereby waive and release the Credit Agent from Creditor from, all claims and liabilities arising pursuant to the Credit Agent's possessing or controlling Creditor’s role under this Section 5.5, as agent and bailee with respect to the Common 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 possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the other First Lien Creditors shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of a Junior Lien Agent or the Junior Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the other First Lien Creditors 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 in their possession to 1.5 Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by 1.5 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 1.5 Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiver.

Bailee for Perfection. (a) The Credit Agent Senior Indebtedness Representative agrees to hold that part of the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the Uniform Commercial Code (such Collateral being the “Pledged Collateral”) as collateral agent for the Senior Revolving Claimholders and as bailee for the Trustee Term Administrative Agent and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to under the Noteholder Security AgreementSenior Revolving Credit Documents and the Term Credit Documents, respectively, subject to the terms and conditions of this Section 5.5. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject Subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1)Agreement, until the Discharge of Senior Lender Claims Indebtedness has occurred, the Credit Agent Senior Indebtedness Representative shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Revolving Credit Documents as if the Liens of the Term Administrative Agent under the Noteholder Term Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral Term Administrative Agent shall at all times be subject to the terms of this Agreement. (dc) The Credit Agent Senior Indebtedness Representative shall have no obligation whatsoever to the Trustee Senior Revolving Claimholders and the Term Administrative Agent or any Noteholder Term Claimholder to assure ensure that the Pledged Collateral is genuine or owned by any of the Grantors Obligors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Credit Agent Senior Indebtedness Representative under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee for purposes of perfecting the Lien held by the Trusteein accordance with this Section 5.5. (ed) The Credit Agent Senior Indebtedness Representative acting pursuant to this Section 5.5 shall not have by reason of the Noteholder Senior Revolving Collateral Documents or Documents, the Term Collateral Documents, this Agreement or any other document a fiduciary relationship in respect of the Trustee Senior Revolving Claimholders, the Term Administrative Agent or any Noteholder and Term Claimholder. (e) Upon the Trustee and Discharge of the Noteholders hereby waive and release Senior Indebtedness under the Senior Revolving Credit Agent from all claims and liabilities arising pursuant Documents to which the Senior Indebtedness Representative is a party, the Senior Indebtedness Representative shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, to the Credit Agent's role under this Section 5.5, as agent and bailee with respect Term Administrative Agent to the Common extent Subordinated Obligations remain outstanding. The Senior Indebtedness Representative further agrees to take all other action reasonably requested by the Term Administrative Agent in connection with it obtaining a first priority interest in the Collateral.

Bailee for Perfection. (a) The Credit Agent agrees to hold the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as bailee for the Trustee and any assignee Collateral Agent under Section 9-313(c)(2) of the Uniform Commercial Code solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5, it being understood that the Agent will have no duty to the Collateral Agent, the Trustee or any Noteholder in connection with such possession. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until Until the Discharge of Senior Lender Claims has occurred, the Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens Lien of the Collateral Agent under the Noteholder Collateral Documents Security Agreement did not exist. The rights of the Trustee and Collateral Agent, the Noteholders with respect to such Pledged Collateral and Trustee shall at all times be subject to the terms of this Agreement. (dc) The Credit Agent shall have no obligation whatsoever to the Collateral Agent, the Trustee or any Noteholder to assure that the Pledged Collateral is genuine or owned by any of the Grantors Obligor or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Credit Senior Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee Collateral Agent for purposes of perfecting the Lien held by the TrusteeCollateral Agent. (ed) The Credit Agent shall not have by reason of the Noteholder Collateral Documents Security Agreement or this Agreement or any other document a fiduciary relationship in respect of the Collateral Agent, the Trustee or any Noteholder and Noteholder. (e) Upon the Trustee and Discharge of Senior Lender Claims, the Noteholders hereby waive and release the Credit Agent from all claims and liabilities arising pursuant shall deliver to the Credit Agent's role under this Section 5.5Collateral Agent the Pledged Collateral together with any necessary endorsements, as agent and bailee with respect to otherwise required by the Common CollateralUCC or as a court of competent jurisdiction may otherwise direct.

Bailee for Perfection. (ai) The Credit Senior Collateral Agent agrees to hold that part of the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such Collateral being the “Pledged Collateral”) as bailee collateral agent for the Trustee Junior Lender and any assignee thereof solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to under the Noteholder Security AgreementSenior Debt Documents and the Junior Debt Documents, respectively, subject to the terms and conditions of this Section 5.53.4(c); provided, however, that Senior Lender shall not owe a duty of care to Junior Lender and shall have no responsibility to treat or handle such collateral other than in accordance with its standard practices. (bii) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject Subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1)Agreement, until the Discharge of Senior Debt has been Paid in Full, Senior Lender Claims has occurred, the Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Debt Documents as if and subject to the Liens under the Noteholder Collateral Documents did not existterms of this Agreement. The rights of Junior Lender in the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this Agreement. (diii) The Credit Agent shall have no obligation whatsoever Senior Lender, acting pursuant to the Trustee or any Noteholder to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Credit Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee for purposes of perfecting the Lien held by the Trustee. (e3.4(c) The Credit Agent shall not have by reason of the Noteholder Collateral Documents or Senior Debt Documents, the Junior Debt Documents, this Agreement or any other document a fiduciary relationship of or any liability to Junior Lender in respect connection with its holding the Pledged Collateral, other than for its gross negligence or willful misconduct as determined by a final, non-appealable order of a court of competent jurisdiction. (iv) Upon the Payment in Full of the Trustee Senior Debt, Senior Collateral Agent shall deliver or cause to be delivered the remaining Pledged Collateral (if any) in its possession or in the possession of its agents or bailees, together with any Noteholder and the Trustee and the Noteholders hereby waive and release the Credit Agent from all claims and liabilities arising pursuant necessary endorsements, (A) first, to Junior Lender to the Credit Agent's role extent that Junior Debt remains outstanding and (B) second, to the applicable Obligor of the relevant Lien to the extent no Senior Debt or Junior Debt remains outstanding (in each case, so as to allow such Person to obtain control of such Pledged Collateral) and will cooperate with such Person, in assigning (without recourse to or warranty by Senior Lender or agent or bailee thereof and without any obligation of Senior Lender to incur expenses) control over any other Pledged Collateral under this Section 5.5its control. (v) Notwithstanding anything to the contrary herein, as agent if, for any reason, any Junior Debt remains outstanding upon the Payment in Full of the Senior Debt, all rights of Senior Lender hereunder and bailee under the Senior Debt Documents (A) with respect to the Common delivery and control of any part of the Collateral., and (B) to direct, instruct, vote upon or otherwise influence the maintenance or disposition of such Collateral, shall immediately, and (to the extent permitted by law) without further action on the part of Junior Lender or Senior Lender, pass to Junior Lender (it being understood that the Junior Lender shall have no obligation to exercise any such rights). SFDOCS01/318383.4 19 Midway – Subordination Agreement

Bailee for Perfection. (ai) The Credit Term Collateral Agent agrees to hold that part of the Pledged TL Priority Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such TL Priority Collateral being 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 agent for, the Trustee 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 such agent under all control agreements relating to the Pledged TL Priority Collateral, in each case solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to under the Noteholder Security AgreementTerm Documents, the ABL Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 5.5. (b) The Credit 2.4(f). Following the Discharge of Term Obligations, the ABL Collateral Agent agrees to hold the Deposit Account Pledged TL Priority Collateral as collateral agent for the ABL Secured Parties and as bailee for and, with respect to any collateral that is part cannot be perfected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Common Collateral and controlled by the Credit Agent for the Trustee Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to under the Noteholder Security AgreementABL Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 5.52.4(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 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. As security for the payment and performance in full of 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. (cii) Except as otherwise specifically provided herein Subject to the terms of this Agreement, (including, without limitation, Sections 3.1 and 4.1), x) until the Discharge of Senior Lender Claims Term Obligations has occurred, the Credit Term Collateral Agent shall be entitled to deal with the Pledged TL Priority Collateral in accordance with the terms of the Senior Lender Term Documents as if the Liens of the ABL Collateral Agent under the Noteholder 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 Trustee ABL Collateral Agent and the Noteholders with respect to such Pledged Notes Collateral Agent shall at all times be subject to the terms of this AgreementAgreement and to the Term Collateral Agent’s rights under the Term Documents. (diii) The Credit Term Collateral Agent shall have no obligation whatsoever to any Term Secured Party, the Trustee ABL Collateral Agent, any ABL Secured Party, the Notes Collateral Agent or any Noteholder Notes Secured Party to assure ensure that the Pledged TL Priority Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.52.4(f). The duties or responsibilities of the Credit Term Collateral Agent under this Section 5.5 2.4(f) shall be limited solely to holding the Pledged TL Priority Collateral as bailee for 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 Trustee for purposes Notes Collateral Agent or any Notes Secured Party to ensure that the Pledged TL Priority Collateral is genuine or owned by any of perfecting the Lien held by 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 TrusteeABL 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). (eiv) The Credit Term Collateral Agent acting pursuant to this Section 2.4(f) shall not have by reason of the Noteholder Collateral Documents or Term Security Documents, the ABL Security Documents, the Notes Security Documents, this Agreement or any other document a fiduciary relationship in respect of any Term Secured Party, the Trustee ABL Collateral Agent, any ABL Secured Party, the Notes Collateral Agent or any Noteholder and the Trustee and the Noteholders hereby waive and release the Credit Notes Secured Party. The ABL Collateral Agent from all claims and liabilities arising acting pursuant to the Credit Agent's role under this Section 5.52.4(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. (v) 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 TL Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary 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 control of such Pledged TL Priority Collateral) and 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 competent jurisdiction may otherwise direct. Following the Discharge of Term Obligations and upon the Discharge of ABL Obligations under the ABL Documents to which the ABL Collateral Agent is a party, the ABL Collateral Agent shall deliver or cause to be delivered the remaining Pledged TL Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary 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 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. (vi) Notwithstanding anything to the contrary herein, if, for any reason, any ABL Obligations remain outstanding upon the Discharge of Term Obligations, all rights of the Term Collateral Agent hereunder and under the Term Security Documents, the ABL Security Documents or the Notes Security Documents (1) with respect to the Common delivery and control of 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 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 the ABL Collateral Agent’s establishment and perfection 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. (vii) 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) The Credit Agent Senior Indebtedness Representative agrees to hold that part of the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the Uniform Commercial Code (such Collateral being the “Pledged Collateral”) as collateral agent for the Senior Revolving Claimholders and as bailee for the Trustee Term Administrative Agent and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to under the Noteholder Security AgreementSenior Revolving Credit Documents and the Term Credit Documents, respectively, subject to the terms and conditions of this Section 5.5. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject Subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1)Agreement, until the Discharge of Senior Lender Claims Indebtedness has occurred, the Credit Agent Senior Indebtedness Representative shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Revolving Credit Documents as if the Liens of the Term Administrative Agent under the Noteholder Term Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral Term Administrative Agent shall at all times be subject to the terms of this Agreement. (dc) The Credit Agent Senior Indebtedness Representative shall have no obligation whatsoever to the Trustee Senior Revolving Claimholders and the Term Administrative Agent or any Noteholder Term Claimholder to assure ensure that the Pledged Collateral is genuine or owned by any of the Grantors Obligors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Credit Agent Senior Indebtedness Representative under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee for purposes of perfecting the Lien held by the Trusteein accordance with this Section 5.5. (ed) The Credit Agent Senior Indebtedness Representative acting pursuant to this Section 5.5 shall not have by reason of the Noteholder Senior Revolving Collateral Documents or Documents, the Term Collateral Documents, this Agreement or any other document a fiduciary relationship in respect of the Trustee Senior Revolving Claimholders, the Term Administrative Agent or any Noteholder Term Claimholder. (e) Upon the Discharge of Senior Indebtedness under the Senior Revolving Credit Documents to which the Senior Indebtedness Representative is a party, the Senior Indebtedness Representative shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, to the Term Administrative Agent to the extent Second Lien Obligations remain outstanding, and the Trustee and Senior Indebtedness Representative further agrees to take all other action reasonably requested by the Noteholders hereby waive and release Term Administrative Agent in connection with it obtaining a first priority interest in the Credit Agent from all claims and liabilities arising pursuant to the Credit Agent's role under this Section 5.5, as agent and bailee with respect to the Common CollateralCollateral in such a situation.

Bailee for Perfection. (a) The Credit Solely for the purpose of perfecting the security interest granted in the Pledged Collateral pursuant to the Noteholder Collateral Documents, and subject to the terms and conditions of this Section 5.4, the First Lien Collateral Agent agrees to hold and acknowledges that it holds the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as bailee for the Trustee Second Lien Collateral Agent and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5assignee. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurred, the Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Second Lien Collateral Agent shall at all times be subject to the terms of this AgreementAgreement and to the First Lien Collateral Agent’s rights under the Credit Documents. (dc) The Credit First Lien Collateral Agent shall have no obligation whatsoever to the Trustee Second Lien Collateral Agent or any Noteholder to assure that the Pledged Collateral is genuine or owned by any of the Grantors Guarantor or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.55.4. The duties or responsibilities of the Credit First Lien Collateral Agent under this Section 5.5 5.4 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee Second Lien Collateral Agent for purposes of perfecting the Lien held by the TrusteeSecond Lien Collateral Agent. (ed) The Credit Neither the First Lien Collateral Agent nor the Second Lien Collateral Agent shall not have have, by reason of the Noteholder Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of the Trustee other. The First Lien Collateral Agent shall not have, by reason of the Noteholder Collateral Documents or this Agreement or any other document, a fiduciary relationship in respect of any Noteholder. The Second Lien Collateral Agent shall not have, by reason of the Noteholder and Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of the Trustee and Lenders, in their capacity as such. (e) Upon the Noteholders hereby waive and release Discharge of Lender Claims, the Credit First Lien Collateral Agent from all claims and liabilities arising pursuant shall deliver to the Credit Second Lien Collateral Agent's role under this Section 5.5, as agent at the sole cost and bailee expense of the Guarantor, the Pledged Collateral in its possession or control together with respect any necessary endorsements (or otherwise allow the Second Lien Collateral Agent to obtain possession or control of such Pledged Collateral) to the Common Collateralextent required by the Noteholder Documents or as a court of competent jurisdiction may otherwise direct.

Bailee for Perfection. (a) The Credit Each Agent agrees to hold that part of the Pledged Collateral that is part of the Common Collateral in its possession or control (control, or in the possession or control of its agents or bailees) bailees (such Collateral being called the “Pledged or Controlled Collateral”), as collateral agent for its Related Secured Parties and as gratuitous bailee for the Trustee Agent and any assignee Secured Parties of the other Class (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the UCC) solely for the purpose of perfecting the security interest granted in under the Credit Documents of such Pledged Collateral pursuant to the Noteholder Security Agreementother Class, subject to the terms and conditions of this Section 5.5Section. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurred, the Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this Agreement. (d) The Credit No Agent shall have no any obligation whatsoever to its Related Secured Parties or to any Secured Party of the Trustee or any Noteholder other Class to assure ensure that the Pledged or Controlled Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5Person. The duties or responsibilities of any Agent to any Secured Party of the Credit Agent other Class under this Section 5.5 shall be limited solely to holding the Pledged or Controlled Collateral in its possession or under its control as gratuitous bailee for in accordance with this Section and delivering such Pledged or Controlled Collateral upon the Trustee for purposes Discharge of perfecting Obligations of the Lien held by the Trusteeapplicable Class as provided in Section 4.03. (ec) The Credit No Agent acting pursuant to this Section shall not have by reason of the Noteholder Collateral Documents or any Credit Document, this Agreement or any other document or agreement a fiduciary relationship in respect of the Trustee any Secured Party or any Noteholder liability to any Secured Party, absent gross negligence or willful misconduct on the part of such Agent (such absence to be presumed unless otherwise determined by a final, non-appealable judgment of a court of competent jurisdiction), and the Trustee each Secured Party hereby waives and the Noteholders hereby waive and release the Credit releases each Agent from all claims and liabilities arising pursuant to the Credit any Agent's ’s role under this Section 5.5, 5.04 as agent and gratuitous bailee with respect to the Common Pledged or Controlled Collateral. (d) Subject to the terms of this Agreement, so long as the Discharge of Obligations of the applicable Class has not occurred, each Agent shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of this Agreement and the Credit Documents of the applicable Class. Upon the Discharge of such Obligations, such Agent shall, at the expense of the Grantors, take such other actions as are reasonably requested by the other Agent in connection with such other Agent obtaining a first-priority interest in, or possession or control of, such Pledged or Controlled Collateral.

Bailee for Perfection. (ai) The Credit Controlling Term Debt Agent agrees to hold that part of the Pledged Pari Term Debt Priority Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such Pari Term Debt Priority Collateral being the “Pledged Pari Term Debt Priority Collateral”) as collateral agent for the Pari Term Debt Secured Parties and as bailee for the Trustee benefit and on behalf of and, with respect to any collateral that cannot be perfected in such manner, as 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 such agent under all control agreements relating to the Pledged Pari Term Debt Priority Collateral, in each case solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to under the Noteholder Security AgreementPari Term Debt Documents and the ABL Documents, as applicable, subject to the terms and conditions of this Section 5.5. (b) The Credit 2.4(f). Following the Discharge of Term Obligations and Discharge of the Additional Pari Term Debt Obligations, the ABL Collateral Agent agrees to hold the Deposit Account Pledged Pari Term Debt Priority Collateral that is part of the Common Collateral and controlled by the Credit Agent as collateral agent for the Trustee and any assignee ABL Secured Parties solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to under the Noteholder Security AgreementABL Documents, as applicable, subject to the terms and conditions of this Section 5.52.4(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 of the right, title and interest of such Grantor, in and to and under the Pledged Pari Term Debt Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. (cii) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurred, the Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this Agreement[Reserved]. (diii) The Credit Controlling Term Debt Agent shall have no obligation whatsoever to any Pari Term Debt Party, the Trustee ABL Collateral Agent or any Noteholder ABL Secured Party to assure ensure that the Pledged Pari Term Debt Priority Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.52.4(f). The duties or responsibilities of the Credit Controlling Term Debt Agent under this Section 5.5 2.4(f) shall be limited solely to holding the Pledged Pari Term Debt Priority Collateral as bailee for or agent in accordance with this Section 2.4(f). The ABL Collateral Agent shall have no obligation whatsoever to any ABL Secured Party to ensure that the Trustee for purposes Pledged Pari Term Debt Priority Collateral is genuine or owned by any of perfecting the Lien held by 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 TrusteeABL Collateral Agent under this Section 2.4(f) shall be limited solely to holding the Pledged Pari Term Debt Priority Collateral agent in accordance with this Section 2.4(f). (eiv) The Credit Controlling Term Debt Agent acting pursuant to this Section 2.4(f) shall not have by reason of the Noteholder Collateral Documents or Pari Term Debt Security Documents, the ABL Security Documents, this Agreement or any other document a fiduciary relationship in respect of any Pari Term Debt Secured Party, the Trustee ABL Collateral Agent or any Noteholder ABL Secured Party. The ABL Collateral Agent acting pursuant to this Section 2.4(f) shall not have by reason of the ABL Security Documents, this Agreement or any other document a fiduciary relationship in respect of any ABL Secured Party. (v) Upon the Discharge of Term Obligations and the Trustee Discharge of the Additional Pari Term Debt Obligations under all the Pari Debt Term Documents, the Controlling Term Debt Agent shall deliver or cause to be delivered the remaining Pledged Pari Term Debt Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, first, to the ABL Collateral Agent until the Discharge of ABL Obligations has occurred and second to the applicable Grantor to the extent no Pari Term Debt Obligations or ABL Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged Pari Term Debt Priority Collateral) and will cooperate with the ABL Collateral Agent in assigning (without recourse to or warranty by the Controlling Term Debt Agent or any Pari Term Debt Secured Party or agent or bailee thereof) control over any other Pledged Pari Term Debt Priority Collateral under its control. The Controlling Term Debt Agent further agrees to take all other action reasonably requested by such Person in connection with such Person obtaining a first priority security interest in the Pledged Pari Term Debt Priority Collateral or as a court of competent jurisdiction may otherwise direct. (vi) Notwithstanding anything to the contrary herein, if, for any reason, any ABL Obligations remain outstanding upon the Discharge of Term Obligations and the Noteholders hereby waive Discharge of the Additional Pari Term Debt Obligations, all rights of the Controlling Term Debt Agent hereunder and release under the Credit Agent from all claims and liabilities arising pursuant to Pari Term Debt Security Documents or the Credit Agent's role under this Section 5.5, as agent and bailee ABL Security Documents (1) with respect to the Common delivery and control of any part of the Pari Term Debt Priority Collateral, and (2) to direct, instruct, vote upon or otherwise influence the maintenance or disposition of such Pari Term Debt Priority Collateral, shall immediately, and (to the extent permitted by law) without further action on the part of either of the ABL Collateral Agent or the Controlling Term Debt Agent, pass to the ABL Collateral Agent, who shall thereafter hold such rights for the benefit of the ABL Secured Parties. Each of the Controlling Term Debt Agent and the Grantors agrees that it will, if any ABL Obligations remain outstanding upon the Discharge of Term Obligations and the Discharge of Additional Pari Term Debt Obligations, take any other action required by any law or reasonably requested by the ABL Collateral Agent, in connection with the ABL Collateral Agent’s establishment and perfection of a first priority security interest in the Pari Term Debt Priority Collateral. (vii) Notwithstanding anything to the contrary contained herein, if for any reason, prior to the Discharge of the ABL Obligations, the Controlling Term Debt Agent acquires possession of any Pledged ABL Priority Collateral, the Controlling Term Debt Agent shall hold same as bailee and/or agent to the same extent as is provided in preceding clause (i) with respect to Pledged Pari Term Debt Priority Collateral, provided that as soon as is practicable the Controlling Term Debt 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) The Credit Agent agrees to hold the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurred, the Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this Agreement. (d) The Credit Agent shall have no obligation whatsoever to the Trustee or any Noteholder to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Credit Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee for purposes of perfecting the Lien held by the Trustee. (e) The Credit Agent shall not have by reason of the Noteholder Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of the Trustee or any Noteholder and the Trustee and the Noteholders hereby waive and release the Credit Agent from all claims and liabilities arising pursuant to the Credit Agent's ’s role under this Section 5.5, as agent and bailee with respect to the Common Collateral. (f) Upon the Discharge of Senior Lender Claims, the Credit Agent shall deliver to the Trustee, to the extent that it is legally permitted to do so, the remaining Pledged Collateral (if any) and the Deposit Account Collateral (if any) together with any necessary endorsements (or otherwise allow the Trustee to obtain control of such Pledged Collateral and Deposit Account Collateral) or as a court of competent jurisdiction may otherwise direct. The Company shall take such further action as is required to effectuate the transfer contemplated hereto and shall indemnify the Credit Agent for loss or damage suffered by the Credit Agent as a result of such transfer except for loss or damage suffered by the Credit Agent as a result of its own wilful misconduct or bad faith. The Credit Agent has no obligation to follow instructions from the Trustee in contravention of this Agreement. (g) Neither the Credit Agent nor the Senior Lenders shall be required to marshal any present or future collateral security for the Company’s or its Subsidiaries’ obligations to the Credit Agent or the Senior Lenders under the Senior Credit Agreement or the Senior Collateral Documents or to resort to such collateral security or other assurances of payment in any particular order, and all of their rights in respect of such collateral security shall be cumulative and in addition to all other rights, however existing or arising.

Bailee for Perfection. (a) The Credit Senior Agent agrees to hold the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as bailee for the Trustee Collateral Agent and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5.. 144 (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until Until the Discharge of Senior Lender Claims has occurred, the Credit Senior Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens Lien of the Collateral Agent under the Noteholder Collateral Documents Security Agreement did not exist. The rights of the Trustee and Collateral Agent, the Noteholders with respect to such Pledged Collateral and Trustee shall at all times be subject to the terms of this Agreement. (dc) The Credit Senior Agent shall have no obligation whatsoever to the Collateral Agent, the Trustee or any Noteholder to assure that the Pledged Collateral is genuine or owned by any of the Grantors Obligor or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Credit Senior Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee Collateral Agent for purposes of perfecting the Lien held by the TrusteeCollateral Agent. (ed) The Credit Senior Agent shall not have by reason of the Noteholder Collateral Documents Security Agreement or this Agreement or any other document a fiduciary relationship in respect of the Collateral Agent, the Trustee or any Noteholder and Noteholder. (e) Upon the Trustee and Discharge of Senior Lender Claims, (i) the Noteholders hereby waive and release the Credit Senior Agent from all claims and liabilities arising pursuant shall deliver to the Credit Collateral Agent the Pledged Collateral together with any necessary endorsements or as a court of competent jurisdiction may otherwise direct and (ii) in the case of any deposit account or securities account take such steps as may be required to transfer (without recourse and without representation or warranty and at the expense of the Collateral Agent's role under this Section 5.5, ) all of its rights (as agent and bailee with respect in effect immediately prior to the Common CollateralDischarge of Senior Lender Claims) to such deposit account or securities account to the Collateral Agent except as a court of competent jurisdiction may otherwise direct.

Bailee for Perfection. (ai) The Credit Senior Agent agrees and Junior Creditor each agree to hold that part of the Pledged Control Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession thereof is taken to perfect a Lien thereon under the UCC or other applicable law, as bailee and as a non-fiduciary representative for the Trustee and any assignee Junior Creditor or Senior Agent, as applicable, solely for the purpose of perfecting the security interest Lien granted in such Pledged Collateral pursuant to under the Noteholder Security AgreementSenior Loan Documents or the Junior Loan Documents, as applicable, subject to the terms and conditions of this Section 5.524. Unless and until the Payment-in-Full of Senior Indebtedness, Junior Creditor agrees to promptly notify Senior Agent of any Control Collateral held by it, and, promptly upon the request of Senior Agent at any time prior to the Payment-in-Full of the Senior Indebtedness, Junior Creditor agrees to deliver to Senior Agent any such Control Collateral held by it, together with any necessary endorsements (or otherwise allow Senior Agent to obtain possession of such Control Collateral). Upon Payment-in-Full of the Senior Indebtedness, promptly upon the request of Junior Creditor at Junior Creditor’s cost and expense, Senior Agent agrees to deliver to Junior Creditor any such Control Collateral held by it, together with any necessary endorsements (or otherwise allow Junior Creditor to obtain possession of such Control Collateral); provided that the Credit Parties shall not be required to deliver control agreements for the benefit of the Junior Creditor. (bii) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurred, the Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this Agreement. (d) The Credit Agent shall have no obligation whatsoever to the Trustee or any Noteholder Junior Creditor to assure ensure that the Pledged Control Collateral is genuine or owned by any of the Grantors Credit Parties or to protect or preserve rights or benefits of any Person Person. Junior Creditor shall have no obligation whatsoever to Senior Agent or any other Senior Creditor to ensure that the Control Collateral is genuine or owned by any of Credit Parties or to preserve rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5or benefits of any Person. The duties or responsibilities of the Credit Senior Agent under this Section 5.5 24 shall be limited solely to holding possession of the Pledged Control Collateral as bailee for and non-fiduciary representative in accordance with this Section 24 and delivering the Trustee for purposes Control Collateral upon a Payment-in-Full of perfecting the Lien held Senior Indebtedness. The duties or responsibilities of Junior Creditor under this Section 24 shall be limited solely to possession of the Control Collateral as bailee and non-fiduciary representative in accordance with this Section 24 and delivering the Control Collateral to the Senior Agent as required by the TrusteeSection 24(i). (eiii) The Credit Senior Agent acting pursuant to this Section 24 shall not have by reason of the Noteholder Collateral Documents Senior Loan Documents, the Junior Loan Documents, or this Agreement or any other document Agreement, a fiduciary relationship in respect of Junior Creditor. Junior Creditor acting pursuant to this Section 24 shall not have by reason of the Trustee Senior Loan Documents, the Junior Loan Documents, or this Agreement, a fiduciary relationship in respect of Senior Agent or any Noteholder other Senior Creditor. (iv) Senior Agent agrees to hold control over such deposit and securities accounts as gratuitous agent for the Trustee and the Noteholders hereby waive and release the Credit Agent from all claims and liabilities arising pursuant Junior Creditor, subject to the Credit Agent's role under other terms and conditions of this Section 5.5, as agent and bailee with respect 24 pertaining to the Common Control Collateral.

Bailee for Perfection. (ai) The Credit ABL Facility Agent agrees to hold the Pledged Collateral that is part of the Common Collateral ABL Facility Col- lateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such ABL Facility Collateral being the “Pledged ABL Facility 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 agent for, the Trustee First Priority Collateral Agents (on behalf of the First Priority Secured Parties) and the Junior Lien Collateral Agent (on behalf of the Junior Lien Se- cured Parties) and any assignee thereof and act as such agent under all control agreements relat- ing to the Pledged ABL Facility Collateral, in each case solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to under the Noteholder Security AgreementABL Documents, the First Priority Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 5.5. (b) The Credit 3.4(f). Following the Discharge of ABL Obligations, each First Priority Collateral Agent agrees to hold the Deposit Account Pledged ABL Facility Collateral as collateral agent for the First Priority Secured Parties and as bailee for and, with respect to any collateral that is part cannot be perfected in such manner, as agent for, the Junior Lien Collateral Agent (on behalf of the Common Collateral and controlled by the Credit Agent for the Trustee Junior Lien Secured Parties) and any assignee as- signee thereof solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to under the Noteholder Security AgreementFirst Priority Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 5.53.4(f). As security for the payment and performance in full of all the Junior Lien Obligations and First Priority Lien Obligations each Grantor hereby grants to the ABL Facility Agent for the benefit of the Junior Lien Secured Parties and the First Priority Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and un- der the Pledged ABL Facility Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Junior Lien Obligations, each Grantor hereby grants to the Junior Lien Collateral Agent for the benefit of the Junior Lien 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 Facility Collateral wher- ever located and whether now existing or hereafter arising or acquired from time to time. (cii) Except as otherwise specifically provided herein Subject to the terms of this Agreement, (including, without limitation, Sections 3.1 and 4.1), x) until the Discharge of Senior Lender Claims ABL Obligations has occurred, the Credit ABL Facility Agent shall be entitled to deal with the Pledged ABL Facility Collateral in accordance with the terms of the Senior Lender ABL Documents as if the Liens of the First Priority Collateral Agents under the Noteholder First Priority Security Documents and the Liens of the Junior Lien Collateral Agent under the Junior Lien Security Documents did not exist and (y) fol- lowing the Discharge of ABL Obligations and until the Discharge of First Priority Lien Obliga- tions has occurred, the First Priority Collateral Agents shall be entitled to deal with the Pledged ABL Facility Collateral in accordance with the terms of the First Priority Documents as if the Liens of the Junior Lien Collateral Agent under the Notes Security Documents did not exist. The rights of the Trustee First Priority Collateral Agents and the Noteholders with respect to such Pledged Junior Lien Collateral Agent shall at all times be subject to the terms of this Agreement. (diii) The Credit ABL Facility Agent shall have no obligation whatsoever to any ABL Secured Party, the Trustee First Priority Collateral Agents, any First Priority Secured Party, the Junior Lien Collateral Agent or any Noteholder Notes Secured Party to assure ensure that the Pledged ABL Facility Col- lateral 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 Fa- cility Agent under this Section 3.4(f) shall be limited solely to holding the Pledged ABL Facility Collateral as bailee or agent in accordance with this Section 3.4(f). The First Priority Collateral Agents shall have no obligation whatsoever to any First Priority Secured Party, the Junior Lien Collateral Agent or any Notes Secured Party to ensure that the Pledged ABL Facility Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.53.4(f). The duties or responsibilities of the Credit Agent First Priority Collateral Agents under this Section 5.5 3.4(f) shall be limited solely to holding the Pledged ABL Facility Collateral as bailee for the Trustee for purposes of perfecting the Lien held by the Trusteeor agent in accordance with this Section 3.4(f). (eiv) The Credit ABL Facility Agent acting pursuant to this Section 3.4(f) shall not have by reason of the Noteholder Collateral Documents or ABL Security Documents, the First Priority Security Documents, the Jun- ior Lien Security Documents, this Agreement or any other document a fiduciary relationship in respect of any ABL Secured Party, the Trustee First Priority Collateral Agents, any First Priority Secured Party, the Junior Lien Collateral Agent or any Noteholder and the Trustee and the Noteholders hereby waive and release the Credit Agent from all claims and liabilities arising Notes Secured Party. The First Priority Collateral Agents acting pursuant to the Credit Agent's role under this Section 5.53.4(f) shall not have by reason of the First Priority Secu- rity Documents, the Junior Lien Security Documents, this Agreement or any other document a fiduciary relationship in respect of any First Priority Secured Party, the Junior Lien Collateral Agent or any Notes Secured Party. (v) Upon the Discharge of ABL Obligations under the ABL Documents to which the ABL Facility Agent is a party, the ABL Facility Agent shall deliver or cause to be de- livered the remaining Pledged ABL Facility Collateral (if any) in its possession or in the posses- sion of its agents or bailees, together with any necessary endorsements, first, to the First Priority Collateral Agents to the extent First Priority Lien Obligations remain outstanding, second, to the Junior Lien Collateral Agent to the extent Junior Lien Obligations remain outstanding, and third, to the applicable Grantor to the extent no ABL Obligations, First Priority Lien Obligations or Junior Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged ABL Facility Collateral) and will cooperate with the First Priority Col- lateral Agents or Junior Lien Collateral Agent, as applicable, in assigning (without recourse to or warranty by the ABL Facility Agent or any ABL Secured Party or agent or bailee thereof) con- trol over any other Pledged ABL Facility Collateral under its control. The ABL Facility 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 Facility Collateral or as a court of competent jurisdiction may otherwise direct. Following the Discharge of ABL Obligations and upon the Discharge of First Priority Lien Obligations under the First Priority Documents to which the First Priority Collateral Agents are a party, the First Priority Collateral Agents shall deliver or cause to be delivered the remaining Pledged ABL Facility Collateral (if any) in its pos- session or in the possession of its agents or bailees, together with any necessary endorsements, first, to the Junior Lien Collateral Agent to the extent Junior Lien Obligations remain out- standing, and second, to the applicable Grantor to the extent no First Priority Lien Obligations or Junior Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged ABL Facility Collateral) and will cooperate with the Junior ▇▇▇▇ ▇▇▇▇▇▇- eral Agent in assigning (without recourse to or warranty by the First Priority Collateral Agents or any First Priority Secured Party or agent or bailee thereof) control over any other Pledged ABL Facility Collateral under its control. The First Priority Collateral Agents further agree to take all other action reasonably requested by such Person in connection with such Person obtaining a first priority interest in the Pledged ABL Facility Collateral or as a court of competent jurisdic- tion may otherwise direct. (vi) Notwithstanding anything to the contrary herein, if, for any reason, any First Priority Lien Obligations remain outstanding upon the Discharge of ABL Obligations, all rights of the ABL Facility Agent hereunder and under the First Priority Security Documents, the ABL Security Documents or the Junior Lien Security Documents (1) with respect to the Common delivery and control of any part of the ABL Facility Collateral, and (2) to direct, instruct, vote upon or otherwise influence the maintenance or disposition of such ABL Facility Collateral, shall imme- diately, and (to the extent permitted by law) without further action on the part of either of the First Priority Collateral Agents, the ABL Facility Agent or the Junior Lien Collateral Agent, pass to the First Priority Collateral Agents, who shall thereafter hold such rights for the benefit of the First Priority Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Junior Lien Secured Parties. Each of the ABL Facil- ity Agent and the Grantors agrees that it will, if any First Priority Lien Obligations or Junior Lien Obligations remain outstanding upon the Discharge of ABL Obligations, take any other action required by any law or reasonably requested by the First Priority Collateral Agents or the Junior Lien Collateral Agent, in connection with the First Priority Collateral Agents’ establishment and perfection of a First Priority security interest in the ABL Facility Collateral and the Junior Lien Collateral Agent’s establishment and perfection of a Second Priority security interest in the ABL Facility Collateral. (vii) Notwithstanding anything to the contrary contained herein, if for any rea- son, prior to the Discharge of First Priority Lien Obligations, the ABL Facility Agent or the Jun- ior Lien Collateral Agent acquires possession of any Pledged Notes Collateral, the ABL Facility Agent or the Junior Lien Collateral Agent shall hold same as bailee and/or agent to the same ex- tent as is provided in preceding clause (i) with respect to Pledged ABL Facility Collateral, pro- vided that as soon as is practicable the ABL Facility Agent or the Junior Lien Collateral Agent shall deliver or cause to be delivered such Pledged Notes Collateral to the First Priority Collat- eral Agents in a manner otherwise consistent with the requirements of preceding clause (v).

Bailee for Perfection. (a) The Credit Each Prior Agent agrees to hold the Pledged Collateral that is part of the Common Collateral on which it holds a Prior Lien and that is in its possession or control (control, or in the possession or control of its agents or bailees (such Collateral being the “Pledged Collateral”), as collateral agent for its Related Secured Parties and as gratuitous bailee and, with respect to such Common Collateral that cannot be perfected in such manner, as agent for, the other Agents (such bailment or agency being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the UCC) and any assignee thereof solely for the purpose of perfecting the security interests granted under the applicable Credit Documents, subject to the terms and conditions of this Section. Each Junior Agent agrees (a) to hold any part of the Pledged Collateral of which it obtains possession or control (including through any of its agents or bailees) as bailee collateral agent for the Trustee Prior Secured Parties and Junior Secured Parties and any assignee assignees of the foregoing solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to under the Noteholder Security Agreementapplicable Prior Credit Documents, subject to the terms and conditions of this Section 5.5and (b) as soon as practicable after it (or any of its agents or bailees) obtains possession of any Common Collateral, deliver or cause to be delivered such Common Collateral, together with any necessary endorsements, to the Controlling Agent so as to allow such Controlling Agent to obtain control of such Common Collateral and cooperate with such Controlling Agent to assign control over such Common Collateral to the Controlling Agent (or its agents or bailees). (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurred, the Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this Agreement. (d) The Credit No Prior Agent shall have no any obligation whatsoever to the Trustee Junior Agents or the Junior Secured Parties to ensure that any Noteholder to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5Section. The duties or responsibilities of any Agent to the Credit Agent other Agents or the Other Secured Parties under this Section 5.5 shall be limited solely to holding the Pledged Collateral in its possession or under its control as gratuitous bailee for or agent in accordance with this Section and delivering such Pledged Collateral upon the Trustee for purposes Discharge of perfecting the Lien held by the TrusteePrior Obligations as provided in paragraph (d) below. (ec) The Credit Agent No Prior Agent, acting pursuant to this Section, shall not have by reason of the Noteholder Collateral Documents or any Credit Document, this Agreement or any other document a fiduciary relationship in respect of the Trustee any other Agent or any Noteholder Secured Party, or any liability to any other Agent or any Secured Party, absent gross negligence or willful misconduct on the part of such Prior Agent. (d) Upon the Discharge of Prior Obligations, the Controlling Agent as in effect immediately prior to such Discharge of Prior Obligations shall transfer possession of such Common Collateral physically held by such Controlling Agent (or any agent, bailee or designee thereof (other than any other Agent)) and otherwise shall take commercially reasonable actions (in each case at the Trustee sole cost and expense of the Noteholders hereby waive and release the Credit Agent from all claims and liabilities arising pursuant Grantors) to transfer possession or control of such other Common Collateral or any such account to the Credit Rising Prior Agent (to the extent the Rising Prior Agent has a Priority Lien on such Common Collateral or account after giving effect to any prior or concurrent releases of Liens) including, in the case of any deposit or securities account or securities account holding Common Collateral maintained with such Controlling Agent's role , taking commercially reasonable actions to enter into a control agreement in favor of the Rising Agent, or transferring all cash and other assets in such account to (i) one or more depositary institutions or securities intermediaries that enter into such a control agreement or (ii) an account maintained by the Rising Prior Agent (or on terms otherwise reasonably acceptable to the Rising Prior Agent)). Notwithstanding anything to the contrary herein, if, for any reason, any Junior Obligations remain outstanding upon the Discharge of Prior Obligations, all rights of the Controlling Agent as in effect immediately prior to such Discharge of Prior Obligations, hereunder and under this Section 5.5, as agent and bailee the applicable Collateral Documents (1) with respect to the delivery and control of any part of the Common Collateral subject to a Prior Lien of such Controlling Agent, and (2) to direct, instruct, vote upon or otherwise influence the maintenance or disposition of such Common Collateral, shall immediately, and (to the extent permitted by law) without further action on the part of either of the Rising Agent or such Controlling Agent, pass to the Rising Agent, who shall thereafter hold such rights for the benefit of its Related Secured Parties. (e) Subject to the terms of this Agreement, so long as the Discharge of Prior Obligations has not occurred, the Controlling Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and the applicable Prior Credit Documents as if the Junior Liens of the Junior Agents and the Junior Secured Parties did not exist.

Bailee for Perfection. (a) The Credit Agent Bank agrees to hold the Pledged Common Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until Until the Discharge of Senior Lender Claims First Priority Lien Obligations has occurred, the Credit Agent Bank shall be entitled to deal with the Pledged Common Collateral in its possession or control in accordance with the terms of the Senior Lender Collateral Documents as if no bailee arrangement with the Liens under the Noteholder Collateral Documents did not existTrustee existed. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this AgreementAgreement and to Bank’s rights under the Senior Lender Documents. (dc) The Credit Agent Bank shall have no obligation whatsoever to the Trustee or any Noteholder to assure that the Pledged Common Collateral in its possession or control is genuine or owned by any the Borrower or one of the Grantors its Subsidiaries or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Credit Agent Bank under this Section 5.5 shall be limited solely to holding the Pledged Common Collateral in its possession or control as bailee for the Trustee for purposes of perfecting the Lien held by the Trustee. (ed) The Credit Agent Bank shall not have by reason of the Noteholder Collateral Documents Security Agreement or this Agreement or any other document a fiduciary relationship in respect of the Trustee or any Noteholder and the Trustee and the Noteholders hereby waive and release the Credit Agent from all claims and liabilities arising pursuant Noteholder. Bank makes no representations as to the Credit Agent's role under this Section 5.5value or condition of the Common Collateral or any part thereof, as agent and bailee with respect to the title of the Borrower or any Subsidiary to the Common Collateral, as to the security afforded by this Agreement or any other document relating to the Common Collateral or, as to the validity, execution, enforceability, legality or sufficiency of this Agreement or any other document relating to the Common Collateral, and Bank shall incur no liability or responsibility in respect of any such matters. Bank shall not be responsible for insuring the Common Collateral, for the payment of taxes, charges, assessments or liens upon the Common Collateral or otherwise as to the maintenance of the Common Collateral. Bank shall have no duty to the Borrower or any Subsidiary or, except as expressly provided above, to the Trustee or any Noteholder, as to any Common Collateral in its possession or control or in the possession or control of any agent or nominee of Bank or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. (e) Upon the Discharge of First Priority Lien Obligations, the Bank shall deliver to the Trustee the Common Collateral in its possession or control together with any necessary endorsements (or otherwise allow the Trustee to obtain control of such Collateral) or as a court of competent jurisdiction may otherwise direct or as may otherwise be required by applicable law.

Bailee for Perfection. (ai) The Credit Term Loan Security Agent agrees to hold or control that part of the Pledged Term Loan First Lien Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC or other applicable law (such Term Loan First Lien Collateral being the “Pledged Term Loan First Lien Collateral”) as collateral agent for the Term Loan Secured Parties and as bailee for and, with respect to any Term Loan First Lien Collateral that cannot be perfected in such manner, as agent for, the Trustee ABL Facility Security Agent (on behalf of the ABL Facility Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to under the Noteholder Security AgreementTerm Loan Documents and the ABL Facility Documents, respectively, subject to the terms and conditions of this Section 5.52.4(e). (bii) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject Subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1)Agreement, until the Discharge of Senior Lender Claims Term Loan Obligations has occurred, the Credit Term Loan Security Agent shall be entitled to deal with the Pledged Term Loan First Lien Collateral in accordance with the terms of the Senior Lender Term Loan Documents as if the Liens of the ABL Facility Security Agent under the Noteholder Collateral ABL Facility Security Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral ABL Facility Security Agent shall at all times be subject to the terms of this AgreementAgreement and to the Term Loan Security Agent’s rights under the Term Loan Documents. (diii) The Credit Term Loan Security Agent shall have no obligation whatsoever to any Term Loan Secured Party, the Trustee ABL Facility Security Agent or any Noteholder ABL Facility Secured Party to assure ensure that the Pledged Term Loan First Lien Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.52.4(e). The duties or responsibilities of the Credit Term Loan Security Agent under this Section 5.5 2.4(e) shall be limited solely to holding the Pledged Term Loan First Lien Collateral as bailee for the Trustee for purposes of perfecting the Lien held by the Trusteeor agent in accordance with this Section 2.4(e). (eiv) The Credit Term Loan Security Agent acting pursuant to this Section 2.4(e) shall not have by reason of the Noteholder Collateral Documents or Term Loan Security Documents, the ABL Facility Documents, this Agreement or any other document a fiduciary relationship in respect of any Term Loan Secured Party, the Trustee ABL Facility Security Agent or any Noteholder ABL Facility Secured Party, and each of the Trustee foregoing hereby waives and releases the Noteholders hereby waive and release the Credit Term Loan Security Agent from all claims and liabilities arising pursuant to the Credit Term Loan Security Agent's ’s role under this Section 5.5, 2.4(e) as gratuitous bailee and agent and bailee with respect to the Common Pledged Term Loan First Lien Collateral. (v) Upon the Discharge of Term Loan Obligations, the Term Loan Security Agent shall deliver or cause to be delivered the remaining Pledged Term Loan First Lien Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements, (I) first, to the ABL Facility Security Agent to the extent ABL Facility Obligations remain outstanding and (II) second, to the applicable Grantor to the extent no Term Loan Obligations or ABL Facility Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged Term Loan First Lien Collateral) and will cooperate with the ABL Facility Security Agent or such Grantor, as the case may be, in assigning (without recourse to or warranty by the Term Loan Security Agent or any Term Loan Secured Party or agent or bailee thereof) control over any other Pledged Term Loan First Lien Collateral under its control. The Term Loan Security Agent further agrees to take all other action reasonably requested by such Person (at the sole cost and expense of the Grantors or such Person) in connection with such Person obtaining a first priority interest in the Pledged Term Loan First Lien Collateral or as a court of competent jurisdiction may otherwise direct. (vi) Notwithstanding anything to the contrary herein, if, for any reason, any ABL Facility Obligations remain outstanding upon the Discharge of Term Loan Obligations, all rights of the Term Loan Security Agent hereunder and under the Term Loan Security Documents or the ABL Facility Security Documents (1) with respect to the delivery and control of any part of the Term Loan First Lien Collateral, and (2) to direct, instruct, vote upon or otherwise influence the maintenance or disposition of such Term Loan First Lien Collateral, shall immediately, and (to the extent permitted by law) without further action on the part of either of the ABL Facility Security Agent or the Term Loan Security Agent, pass to the ABL Facility Security Agent, who shall thereafter hold such rights for the benefit of the ABL Facility Secured Parties. Each of the Term Loan Security Agent and the Grantors agrees that it will, if any ABL Facility Obligations remain outstanding upon the Discharge of Term Loan Obligations, take any other action required by any law or reasonably requested by the ABL Facility Security Agent (subject to any limitations set forth in the ABL Facility Documents), in connection with the ABL Facility Security Agent’s establishment and perfection of a First Priority security interest in the Term Loan First Lien Collateral. (vii) Notwithstanding anything to the contrary contained herein, if for any reason, prior to the Discharge of ABL Facility Obligations, the Term Loan Security Agent acquires possession of any Pledged ABL Facility First Lien Collateral, the Term Loan Security Agent shall hold same as bailee and/or agent to the same extent as is provided in preceding clause (i) with respect to Pledged Term Loan First Lien Collateral, provided that as soon as is practicable the Term Loan Security Agent shall deliver or cause to be delivered such Pledged ABL Facility First Lien Collateral to the ABL Facility Security Agent in a manner otherwise consistent with the requirements of preceding clause (v).

Bailee for Perfection. (a) The Credit Intercreditor Agent agrees to hold the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (b) The Credit Intercreditor Agent agrees that if it exercises its right under the Security Agreement to hold the Deposit Account Collateral, the Intercreditor Agent shall hold such Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) In the event that the Intercreditor Agent (or its agent or bailees) has Lien filings against Intellectual Property that is part of the Common Collateral that are necessary for the perfection of Liens in such Common Collateral, the Intercreditor Agent agrees to hold such Liens as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Liens pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (d) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurred, the Credit Intercreditor Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this Agreement. (de) The Credit Intercreditor Agent shall have no obligation whatsoever to the Trustee or any Noteholder to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Credit Intercreditor Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee for purposes of perfecting the Lien held by the Trustee. (ef) The Credit Intercreditor Agent shall not have by reason of the Noteholder Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of the Trustee or any Noteholder and the Trustee and the Noteholders hereby waive and release the Credit Intercreditor Agent from all claims and liabilities arising pursuant to the Credit Intercreditor Agent's role under this Section 5.5, as agent and bailee with respect to the Common Collateral.

Bailee for Perfection. (a) The Credit Intercreditor Agent agrees to hold the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (b) The Credit Intercreditor Agent agrees that if it exercises its right under the Security Agreement to hold the Deposit Account Collateral, the Intercreditor Agent shall hold such Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) In the event that the Intercreditor Agent (or its agent or bailees) has Lien filings against Intellectual Property that is part of the Common Collateral that are necessary for the perfection of Liens in such Common Collateral, the Intercreditor Agent agrees to hold such Liens as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Liens pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (d) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurred, the Credit Intercreditor Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this Agreement. (de) The Credit Intercreditor Agent shall have no obligation whatsoever to the Trustee or any Noteholder to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Credit Intercreditor Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee for purposes of perfecting the Lien held by the Trustee. (ef) The Credit Intercreditor Agent shall not have by reason of the Noteholder Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of the Trustee or any Noteholder and the Trustee and the Noteholders hereby waive and release the Credit Intercreditor Agent from all claims and liabilities arising pursuant to the Credit Intercreditor Agent's ’s role under this Section 5.5, as agent and bailee with respect to the Common Collateral. (g) Upon the Discharge of Senior Lender Claims, the Intercreditor Agent shall deliver to the Trustee, to the extent that it is legally permitted to do so, the remaining Pledged Collateral (if any) and the Deposit Account Collateral (if any) together with any necessary endorsements (or otherwise allow the Trustee to obtain control of such Pledged Collateral and Deposit Account Collateral) or as a court of competent jurisdiction may otherwise direct. The Intercreditor Agent shall also execute and deliver to the Trustee assignments in favor of the Trustee for the benefit of the Noteholders, of all of the Intercreditor Agent’s interests in any landlord waivers and moneys constituting Common Collateral due or to become due under “Government Contracts” as described under Section (6)(g) of the Noteholder Security Agreement held by the Intercreditor Agent in connection with any Common Collateral. The Company shall take such further action as is required to effectuate the transfer contemplated hereto and shall indemnify the Intercreditor Agent for loss or damage suffered by the Intercreditor Agent as a result of such transfer except for loss or damage suffered by the Intercreditor Agent as a result of its own willful misconduct, gross negligence or bad faith. The Intercreditor Agent has no obligation to follow instructions from the Trustee in contravention of this Agreement. (h) Neither the Intercreditor Agent nor the Senior Lenders shall be required to marshal any present or future collateral security for the Company’s or its Subsidiaries’ obligations to the Intercreditor Agent or the Senior Lenders under the Senior Credit Agreement or the Senior Collateral Documents or any assurance of payment in respect thereof or to resort to such collateral security or other assurances of payment in any particular order, and all of their rights in respect of such collateral security or any assurance of payment in respect thereof shall be cumulative and in addition to all other rights, however existing or arising.

Bailee for Perfection. (ai) The Credit Term Loan Security Agent agrees to hold or control that part of the Pledged Term Loan First Lien Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC or other applicable law (such Term Loan First Lien Collateral being the “Pledged Term Loan First Lien Collateral”) as collateral agent for the Term Loan Secured Parties and as bailee for and, with respect to any Term Loan First Lien Collateral that cannot be perfected in such manner, as agent for, the Trustee Revolving Facility Security Agent (on behalf of the Revolving Facility Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to under the Noteholder Security AgreementTerm Loan Documents and the Revolving Facility Documents, respectively, subject to the terms and conditions of this Section 5.52.4(e). (bii) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject Subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1)Agreement, until the Discharge of Senior Lender Claims Term Loan Obligations has occurred, the Credit Term Loan Security Agent shall be entitled to deal with the Pledged Term Loan First Lien Collateral in accordance with the terms of the Senior Lender Term Loan Documents as if the Liens of the Revolving Facility Security Agent under the Noteholder Collateral Revolving Facility Security Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral Revolving Facility Security Agent shall at all times be subject to the terms of this AgreementAgreement and to the Term Loan Security Agent’s rights under the Term Loan Documents. (diii) The Credit Term Loan Security Agent shall have no obligation whatsoever to any Term Loan Secured Party, the Trustee Revolving Facility Security Agent or any Noteholder Revolving Facility Secured Party to assure ensure that the Pledged Term Loan First Lien Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.52.4(e). The duties or responsibilities of the Credit Term Loan Security Agent under this Section 5.5 2.4(e) shall be limited solely to holding the Pledged Term Loan First Lien Collateral as bailee for the Trustee for purposes of perfecting the Lien held by the Trusteeor agent in accordance with this Section 2.4(e). (eiv) The Credit Term Loan Security Agent acting pursuant to this Section 2.4(e) shall not have by reason of the Noteholder Collateral Documents or Term Loan Security Documents, the Revolving Facility Documents, this Agreement or any other document a fiduciary relationship in respect of any Term Loan Secured Party, the Trustee Revolving Facility Security Agent or any Noteholder and Revolving Facility Secured Party. (v) Upon the Trustee and Discharge of the Noteholders hereby waive and release Term Loan Obligations, the Credit Term Loan Security Agent from all claims and liabilities arising pursuant shall deliver or cause to be delivered the remaining Pledged Term Loan First Lien Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements, (I) first, to the Credit Agent's role under this Section 5.5Revolving Facility Security Agent to the extent Revolving Facility Obligations remain outstanding and (II) second, to the applicable Grantor to the extent no Term Loan Obligations or Revolving Facility Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged Term Loan First Lien Collateral) and will cooperate with the Revolving Facility Security Agent or such Grantor, as the case may be, in assigning (without recourse to or warranty by the Term Loan Security Agent or any Term Loan Secured Party or agent or bailee thereof) control over any other Pledged Term Loan First Lien Collateral under its control. The Term Loan Security Agent further agrees to take all other action reasonably requested by such Person (at the sole cost and bailee expense of the Grantors or such Person) in connection with such Person obtaining a first priority interest in the Pledged Term Loan First Lien Collateral or as a court of competent jurisdiction may otherwise direct. (vi) Notwithstanding anything to the contrary herein, if, for any reason, any Revolving Facility Obligations remain outstanding upon the Discharge of the Term Loan Obligations, all rights of the Term Loan Security Agent hereunder and under the Term Loan Security Documents or the Revolving Facility Security Documents (1) with respect to the Common delivery and control of any part of the Term Loan First Lien Collateral, and (2) to direct, instruct, vote upon or otherwise influence the maintenance or disposition of such Term Loan First Lien Collateral, shall immediately, and (to the extent permitted by law) without further action on the part of either of the Revolving Facility Security Agent or the Term Loan Security Agent, pass to the Revolving Facility Security Agent, who shall thereafter hold such rights for the benefit of the Revolving Facility Secured Parties. Each of the Term Loan Security Agent and the Grantors agrees that it will, if any Revolving Facility Obligations remain outstanding upon the Discharge of the Term Loan Obligations, take any other action required by any law or reasonably requested by the Revolving Facility Security Agent (subject to any limitations set forth in the Revolving Facility Documents), in connection with the Revolving Facility Security Agent’s establishment and perfection of a First Priority security interest in the Term Loan First Lien Collateral. (vii) Notwithstanding anything to the contrary contained herein, if for any reason, prior to the Discharge of the Revolving Facility Obligations, the Term Loan Security Agent acquires possession of any Pledged Revolving Facility First Lien Collateral, the Term Loan Security Agent shall hold same as bailee and/or agent to the same extent as is provided in preceding clause (i) with respect to Pledged Term Loan First Lien Collateral, provided that as soon as is practicable the Term Loan Security Agent shall deliver or cause to be delivered such Pledged Revolving Facility First Lien Collateral to the Revolving Facility Security Agent in a manner otherwise consistent with the requirements of preceding clause (v).

Bailee for Perfection. (a) The Credit Each Agent agrees to hold that part of the Pledged Collateral that is part of the Common Collateral in its possession or control (control, or in the possession or control of its agents or bailees) bailees (such Collateral being called the “Pledged or Controlled Collateral”), as collateral agent for its Related Secured Parties and as gratuitous bailee for the Trustee Agent and any assignee Secured Parties of the other Class (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the UCC) solely for the purpose of perfecting the security interest granted in under the Credit Documents of such Pledged Collateral pursuant to the Noteholder Security Agreementother Class, subject to the terms and conditions of this Section 5.5Section. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurred, the Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this Agreement. (d) The Credit No Agent shall have no any obligation whatsoever to its Related Secured Parties or to any Secured Party of the Trustee or any Noteholder other Class to assure ensure that the Pledged or Controlled Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5Person. The duties or responsibilities of any Agent to any Secured Party of the Credit Agent other Class under this Section 5.5 shall be limited solely to holding the Pledged or Controlled Collateral in its possession or under its control as gratuitous bailee for in accordance with this Section and delivering such Pledged or Controlled Collateral upon the Trustee for purposes Discharge of perfecting Obligations of the Lien held by the Trusteeapplicable Class as provided in Section 4.03. (ec) The Credit No Agent acting pursuant to this Section shall not have by reason of the Noteholder Collateral Documents or any Credit Document, this Agreement or any other document or agreement a fiduciary relationship in respect of the Trustee any Secured Party or any Noteholder liability to any Secured Party, and the Trustee each Secured Party hereby waives and the Noteholders hereby waive and release the Credit releases each Agent from all claims and liabilities arising pursuant to the Credit any Agent's ’s role under this Section 5.5, 5.04 as agent and gratuitous bailee with respect to the Common Pledged or Controlled Collateral. (d) Subject to the terms of this Agreement, so long as the Discharge of Obligations of the applicable Class has not occurred, each Agent shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of this Agreement and the Credit Documents of the applicable Class. Upon the Discharge of such Obligations, such Agent shall, at the expense of the Grantors, take such other actions as are reasonably requested by the other Agent in connection with such other Agent obtaining a first-priority interest in, or possession or control of, such Pledged or Controlled Collateral.

Bailee for Perfection. (a) The Credit Senior Agent agrees to hold the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until Until the Discharge of Senior Lender Claims First Priority Lien Obligations has occurred, the Credit Senior Agent shall be entitled to deal with the Pledged Collateral in its possession or control in accordance with the terms of the Senior Lender Collateral Documents as if no bailee arrangement with the Liens under the Noteholder Collateral Documents did not existTrustee existed. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this AgreementAgreement and to the Senior Agent's rights under the Senior Lender Documents. (dc) The Credit Senior Agent shall have no obligation whatsoever to the Trustee or any Noteholder to assure that the Pledged Collateral in its possession or control is genuine or owned by any the Borrowers or one of the Grantors their Subsidiaries or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Credit Senior Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral in its possession or control as bailee for the Trustee for purposes of perfecting the Lien held by the Trustee. (ed) The Credit Senior Agent shall not have by reason of the Noteholder Collateral Documents Security Agreement or this Agreement or any other document a fiduciary relationship in respect of the Trustee or any Noteholder and Noteholder. (e) Upon the Discharge of First Priority Lien Obligations, the Senior Agent shall deliver to the Trustee and the Noteholders hereby waive and release Collateral in its possession or control together with any necessary endorsements (or otherwise allow the Credit Agent from all claims and liabilities arising pursuant Trustee to the Credit Agent's role under this Section 5.5, obtain control of such Collateral) or as agent and bailee with respect to the Common Collaterala court of competent jurisdiction may otherwise direct or as may otherwise be required by applicable law.

Bailee for Perfection. (a) The Senior Credit Agent agrees to hold the any Pledged Collateral that is part of the Common Collateral that is in its possession or control (or in the possession or control of its agents or bailees) as bailee and agent for and on behalf of the Trustee and any assignee Collateral Agent solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Agreementany Junior Creditor Collateral Document, subject to the terms and conditions of this Section 5.5. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until Until the Discharge of Senior Lender Claims First-Lien Obligations has occurred, the Senior Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Creditor Documents as if the Liens of the Collateral Agent under the Noteholder Junior Creditor Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral Agent shall at all times be subject to the terms of this AgreementAgreement and to the Senior Credit Agent’s rights under the Senior Creditor Documents. (dc) The Senior Credit Agent shall have no obligation whatsoever to the Trustee Collateral Agent or any Noteholder Junior Creditor to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Senior Credit Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee and agent for and on behalf of the Trustee Collateral Agent for purposes of perfecting the Lien held by the TrusteeCollateral Agent. (ed) The Senior Credit Agent shall not have by reason of the Noteholder Junior Creditor Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of the Trustee Collateral Agent or any Noteholder Junior Creditor and shall not have any liability to Collateral Agent or any Junior Creditor in connection with its holding the Trustee Pledged Collateral, other than for its gross negligence or willful misconduct as determined by a final, non-appealable order of a court of competent jurisdiction. (e) Upon the Discharge of First-Lien Obligations, to the extent permitted under applicable law and the Noteholders hereby waive and release the without risk of legal liability to Senior Credit Agent from all claims and liabilities arising pursuant or any Senior Creditor, the Senior Credit Agent shall deliver to the Collateral Agent the remaining Pledged Collateral (if any) together with any necessary endorsements (or otherwise so as to allow the Collateral Agent to obtain control of such Pledged Collateral) in accordance with the instructions of the Collateral Agent or as a court of competent jurisdiction may otherwise direct. The foregoing provision shall not impose on Senior Credit Agent's role under this Section 5.5, as agent and bailee Agent or any Senior Creditor any obligations which would conflict with respect to the Common Collateralprior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law.

Bailee for Perfection. (a) The Credit Agent Each Lender hereby appoints the other, and each hereby agrees to hold serve, as agent and bailee for the Pledged other Lender for the limited purpose of perfecting their respective Liens on the Collateral that is part of the Common Collateral which may at any time be in its possession or control (or in during the possession or control of its agents or bailees) as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions term of this Section 5.5Intercreditor Agreement. Each Term Loan Lender shall promptly notify Revolving Loan Agent in writing of the receipt by such Term Loan Lender of any Revolving Loan Priority Collateral and, at Revolving Loan Agent's request, shall promptly deliver possession of such Collateral to Revolving Loan Agent. (b) The Credit After the termination of the financing arrangements of Revolving Loan Lenders with Borrowers and the final satisfaction payment in full of the Revolving Loan Debt in cash or other immediately available funds, Revolving Loan Agent shall, upon the request of Term Loan Collateral Agent, deliver the remainder of any certificated securities, if any, in its possession to Term Loan Collateral Agent, except in the event and to the extent that (i) Revolving Loan Agent or any Revolving Loan Lender has retained or otherwise acquired such Collateral in satisfaction of the Revolving Loan Debt, (ii) such Collateral has been sold or otherwise disposed of by such Lender or by any Debtor as provided herein or (iii) except as may otherwise be required by applicable law or any order of any court or other governmental or regulatory authority. Each Debtor acknowledges and agrees to hold the Deposit Account delivery by Revolving Loan Agent to Term Loan Collateral that is part Agent of the Common any such Collateral and controlled by the Credit Agent for the Trustee waives and releases each Lender from any assignee solely for the purpose liability as a result of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5action. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Each Lender Claims has occurred, the Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this Agreement. (d) The Credit Agent shall have no obligation whatsoever to the Trustee or any Noteholder to assure that the Pledged Collateral is genuine or owned by any of the Grantors or duty to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities any of the Credit Agent under this Section 5.5 Collateral in its possession and no Lender shall be limited solely have any liability to holding the Pledged Collateral as bailee for the Trustee for purposes of perfecting the Lien held by the Trustee. (e) The Credit Agent shall not have by reason of the Noteholder Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of the Trustee or Lender for any Noteholder and the Trustee and the Noteholders hereby waive and release the Credit Agent from all claims and liabilities at any time arising pursuant to the Credit Agent's role under this Section 5.5, of such Lender as agent and bailee with respect to the Common CollateralCollateral in its actual possession so long as such Lender shall use the same degree of care with respect thereto as it uses for similar property pledged to it as collateral for indebtedness of others to it. (d) In the event that Revolving Loan Agent may have rights of access to any premises leased by any Borrower pursuant to an agreement between Revolving Loan Agent and the landlord of such premises, to the extent expressly permitted under such agreement, Revolving Loan Agent shall allow the Term Loan Collateral Agent access to the premises so long as such access does not interfere in any way with the rights of any Revolving Loan Lender or delay the exercise by Revolving Loan Agent and any other Revolving Loan Lenders of its or their rights. If the agreement between the landlord of the premises and the landlord does not expressly allow Revolving Loan Agent to allow other secured parties on the premises, then Debtors shall seek such agreements from the landlords.

Bailee for Perfection. (ai) The Credit Each First Priority Collateral Agent agrees to hold that part of the Pledged Notes Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such Notes Collateral being the “Pledged Notes Collateral”) as collateral agent for the First Priority Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Trustee ABL Facility Agent (on behalf of the ABL Secured Parties) and the Junior Lien Collateral Agent (on behalf of the Junior Lien Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged Notes Collateral, in each case solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to under the Noteholder Security AgreementFirst Priority Documents, the ABL Documents and the Notes Documents, as applica- ble, subject to the terms and conditions of this Section 5.5. (b) The Credit 2.4(f). Following the Discharge of First Priority Lien Obligations, the ABL Facility Agent agrees to hold the Deposit Account Pledged Notes Collateral as collateral agent for the ABL Secured Parties and as bailee for and, with respect to any collateral that is part cannot be perfected in such manner, as agent for, the Junior Lien Collateral Agent (on behalf of the Common Collateral and controlled by the Credit Agent for the Trustee Junior Lien Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to under the Noteholder Security AgreementABL Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 5.52.4(f). As security for the payment and per- formance in full of all the Junior Lien Obligations and ABL Obligations each Grantor hereby grants to the First Priority Collateral Agents for the benefit of the Junior Lien Secured Parties and the ABL 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 Notes Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Junior Lien Obligations, each Grantor hereby grants to the ABL Facility Agent for the benefit of the Junior Lien 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 Notes Collat- eral wherever located and whether now existing or hereafter arising or acquired from time to time. (cii) Except as otherwise specifically provided herein Subject to the terms of this Agreement, (including, without limitation, Sections 3.1 and 4.1), x) until the Discharge of Senior Lender Claims First Priority Lien Obligations has occurred, the Credit Agent First Priority Collateral Agents shall be entitled to deal with the Pledged Notes Collateral in accordance with the terms of the Senior Lender Documents First Priority Docu- ments as if the Liens of the ABL Facility Agent under the Noteholder ABL Security Documents and the Liens of the Junior Lien Collateral Agent under the Notes Security Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this Agreement. (d) The Credit Agent shall have no obligation whatsoever to the Trustee or any Noteholder to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Credit Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee for purposes of perfecting the Lien held by the Trustee. (e) The Credit Agent shall not have by reason of the Noteholder Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of the Trustee or any Noteholder and the Trustee and the Noteholders hereby waive and release the Credit Agent from all claims and liabilities arising pursuant to the Credit Agent's role under this Section 5.5, as agent and bailee with respect to the Common Collateral.exist and

Bailee for Perfection. (a) The Credit Term Collateral Agent agrees to hold that part of the Pledged TL Priority Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such TL Priority Collateral being 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 agent for, the Trustee 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 such agent under all control agreements relating to the Pledged TL Priority Collateral, in each case solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to under the Noteholder Security AgreementTerm Documents, the ABL Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 5.5. (b) The Credit 2.4(f). Following the Discharge of Term Obligations, the ABL Collateral Agent agrees to hold the Deposit Account Pledged TL Priority Collateral as collateral agent for the ABL Secured Parties and as bailee for and, with respect to any collateral that is part cannot be perfected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Common Collateral and controlled by the Credit Agent for the Trustee Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to under the Noteholder Security AgreementABL Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 5.5. 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 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. As security for the payment and performance in full of 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, (cx) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims Term Obligations has occurred, the Credit Term Collateral Agent shall be entitled to deal with the Pledged TL Priority Collateral in accordance with the terms of the Senior Lender Term Documents as if the Liens of the ABL Collateral Agent under the Noteholder 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 Trustee ABL Collateral Agent and the Noteholders with respect to such Pledged Notes Collateral Agent shall at all times be subject to the terms of this Agreement. (d) Agreement and to the Term Collateral Agent’s rights under the Term Documents. The Credit Term Collateral Agent shall have no obligation whatsoever to any Term Secured Party, the Trustee ABL Collateral Agent, any ABL Secured Party, the Notes Collateral Agent or any Noteholder Notes Secured Party to assure ensure that the Pledged TL Priority Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.52.4(f). The duties or responsibilities of the Credit Term Collateral Agent under this Section 5.5 2.4(f) shall be limited solely to holding the Pledged TL Priority Collateral as bailee for 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 Trustee for purposes Notes Collateral Agent or any Notes Secured Party to ensure that the Pledged TL Priority Collateral is genuine or owned by any of perfecting the Lien held by 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 Trustee. (eABL 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 Credit Term Collateral Agent acting pursuant to this Section 2.4(f) shall not have by reason of the Noteholder Collateral Documents or Term Security Documents, the ABL Security Documents, the Notes Security Documents, this Agreement or any other document a fiduciary relationship in respect of any Term Secured Party, the Trustee ABL Collateral Agent, any ABL Secured Party, the Notes Collateral Agent or any Noteholder and the Trustee and the Noteholders hereby waive and release the Credit Notes Secured Party. The ABL Collateral Agent from all claims and liabilities arising acting pursuant to the Credit Agent's role under this Section 5.52.4(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 TL Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary 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 control of such Pledged TL Priority Collateral) and 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 competent jurisdiction may otherwise direct. Following the Discharge of Term Obligations and upon the Discharge of ABL Obligations under the ABL Documents to which the ABL Collateral Agent is a party, the ABL Collateral Agent shall deliver or cause to be delivered the remaining Pledged TL Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary 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 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 any reason, any ABL Obligations remain outstanding upon the Discharge of Term Obligations, all rights of the Term Collateral Agent hereunder and under the Term Security Documents, the ABL Security Documents or the Notes Security Documents (1) with respect to the Common delivery and control of 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 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 the ABL Collateral Agent’s establishment and perfection 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) The Credit Agent agrees to hold the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Pledge Agreement, subject to the terms and conditions of this Section 5.5. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until Until the Discharge of Senior Lender Claims has occurred, the Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens of the Trustee under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this AgreementAgreement and to the Credit Agent's rights under the Senior Lender Documents. (dc) The Credit Agent shall have no obligation whatsoever to the Trustee or any Noteholder to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Credit Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee for purposes of perfecting the Lien held by the Trustee. (ed) The Credit Agent shall not have by reason of the Noteholder Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of the Trustee or any Noteholder and Noteholder. (e) Upon the Trustee and the Noteholders hereby waive and release Discharge of Senior Lender Claims, the Credit Agent from all claims and liabilities arising pursuant shall deliver to the Credit Agent's role under this Section 5.5, Trustee the remaining Pledged Collateral (if any) together with any necessary endorsements (or otherwise allow the Trustee to obtain control of such Pledged Collateral) or as agent and bailee with respect to the Common Collaterala court of competent jurisdiction may otherwise direct.

Bailee for Perfection. ABL Facility Collateral Agent. (ai) The Credit ABL Facility Collateral Agent agrees to hold or control that part of the Pledged ABL Facility Priority Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC or other applicable law (such ABL Facility Priority Collateral being the “Pledged ABL Facility Priority Collateral”) as collateral agent for the ABL Facility Secured Parties and as bailee for and, with respect to any ABL Facility Priority Collateral that cannot be perfected in such manner, as agent for, the Trustee Term Loan Collateral Agent (on behalf of the Term Loan Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to under the Noteholder Security AgreementABL Facility Documents and the Term Loan Documents, respectively, subject to the terms and conditions of this Section 5.54.4(e). (bii) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject Subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1)Agreement, until the Discharge of Senior Lender Claims ABL Facility Obligations has occurred, the Credit ABL Facility Collateral Agent shall be entitled to deal with the Pledged ABL Facility Priority Collateral in accordance with the terms of the Senior Lender ABL Facility Documents as if the Liens of the Term Loan Collateral Agent under the Noteholder Collateral Term Loan Security Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Term Loan Collateral Agent shall at all times be subject to the terms of this AgreementAgreement and to the ABL Facility Collateral Agent’s rights under the ABL Facility Documents. (diii) The Credit ABL Facility Collateral Agent shall have no obligation whatsoever to any ABL Facility Secured Party, the Trustee Term Loan Collateral Agent or any Noteholder Term Loan Secured Party to assure ensure that the Pledged ABL Facility Priority Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.54.4(e). The duties or responsibilities of the Credit ABL Facility Collateral Agent under this Section 5.5 4.4(e) shall be limited solely to holding the Pledged ABL Facility Priority Collateral as bailee for the Trustee for purposes of perfecting the Lien held by the Trusteeor agent in accordance with this Section 4.4(e). (eiv) The Credit ABL Facility Collateral Agent acting pursuant to this Section 4.4(e) shall not have by reason of the Noteholder Collateral Documents or ABL Facility Security Documents, the Term Loan Security Documents, this Agreement or any other document a fiduciary relationship in respect of any ABL Facility Secured Party, the Trustee Term Loan Collateral Agent or any Noteholder and Term Loan Secured Party. (v) Upon the Trustee and Discharge of ABL Facility Obligations, the Noteholders hereby waive and release ABL Facility Collateral Agent shall deliver or cause to be delivered the Credit Agent from all claims and liabilities arising pursuant remaining Pledged ABL Facility Priority Collateral (if any) in its possession or in possession of its agents or bailees, together with any necessary endorsements, (A) first, to the Credit Agent's role under this Section 5.5Directing Term Loan Collateral Agent to the extent Term Loan Obligations remain outstanding, and (B) second, to the applicable Grantor to the extent no ABL Facility Obligations or Term Loan Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged ABL Facility Priority Collateral) and will cooperate with the Directing Term Loan Collateral Agent and such Grantor, as the case may be, in assigning (without recourse to or warranty by the ABL Facility Collateral Agent or any other ABL Facility Secured Party or agent or bailee thereof) control over any other Pledged ABL Facility Priority Collateral under its control. The ABL Facility Collateral Agent further agrees to take all other action reasonably requested by such Person (at the sole cost and bailee expense of the Grantors or such Person) in connection with such Person obtaining a perfected security interest in the Pledged ABL Facility Priority Collateral or as a court of competent jurisdiction may otherwise direct. (vi) Notwithstanding anything to the contrary herein, if, for any reason, any Term Loan Obligations remain outstanding upon the Discharge of ABL Facility Obligations, all rights of the ABL Facility Collateral Agent hereunder (1) with respect to the Common delivery and control of any part of the ABL Facility Priority Collateral, and (2) to direct, instruct, vote upon or otherwise influence the maintenance or disposition of such ABL Facility Priority Collateral, shall immediately, and (to the extent permitted by law) without further action on the part of any Term Loan Collateral Agent or the ABL Facility Collateral Agent, pass to the Directing Term Loan Collateral Agent, who shall thereafter hold such rights for the benefit of the Term Loan Secured Parties. Each of the ABL Facility Collateral Agent and the Grantors agrees that it will, if any Term Loan Obligations remain outstanding upon the Discharge of ABL Facility Obligations, take any other action required by any law or reasonably requested by the Directing Term Loan Collateral Agent (subject to any limitations set forth in the Term Loan Documents), in connection with the Term Loan Collateral Agent’s establishment and perfection of a security interest in the ABL Facility Priority Collateral; and (vii) Notwithstanding anything to the contrary contained herein, if for any reason, prior to the Discharge of Term Loan Obligations, the ABL Facility Collateral Agent acquires possession of any Pledged Term Loan Priority Collateral, the ABL Facility 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 Facility Priority Collateral, provided that as soon as is practicable the ABL Facility Collateral Agent shall deliver or cause to be delivered such Pledged Term Loan Priority Collateral to the Directing Term Loan Collateral Agent in a manner otherwise consistent with the requirements of preceding clause (v).

Bailee for Perfection. (a) The Credit Senior Agent agrees to hold the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as bailee for the Trustee Bridge Agent and any assignee respective assignee, solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Bridge Lender Security Agreement, subject to the terms and conditions of this Section 5.5. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral 5.5 hereof and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.55.5 of the Intercreditor Agreement. (cb) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until Until the Discharge of Senior Lender Claims has occurred, the Credit Senior Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if no bailee arrangement with the Liens under the Noteholder Collateral Documents did not existBridge Agent existed. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral Bridge Agent shall at all times be subject to the terms of this AgreementAgreement and the Senior Agent’s rights under the Senior Lender Documents. (dc) The Credit Senior Agent shall have no obligation whatsoever to the Trustee Bridge Agent or any Noteholder Bridge Lender to assure that the Pledged Collateral is genuine or owned by any the Borrower or one of the Grantors its Subsidiaries or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Credit Senior Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee Bridge Agent for purposes of perfecting the Lien held by the TrusteeBridge Agent, subject to the rights and interests of the Trustee under the Intercreditor Agreement. (ed) The Credit Except as required by law, the Senior Agent shall not have by reason of the Noteholder Collateral Documents Bridge Lender Security Agreement or this Agreement or any other document a fiduciary relationship in respect of the Trustee Bridge Agent or any Noteholder and Bridge Lender. (e) Upon the Discharge of Senior Lender Claims, the Senior Agent shall deliver the Pledged Collateral, together with any necessary endorsements, to the Trustee and (or otherwise allow the Noteholders hereby waive and release the Credit Agent from all claims and liabilities arising pursuant Trustee to the Credit Agent's role under this Section 5.5, obtain control of such Pledged Collateral) or as agent and bailee with respect to the Common Collaterala court of competent jurisdiction may otherwise direct.

Bailee for Perfection. (a) The Credit Agent agrees to hold Each Creditor hereby appoints the Pledged Collateral that is part other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any of the Common Collateral in its the possession or under the 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 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 its agents or bailees) as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurred, the Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this Agreement. (d) The Credit Agent shall not have no obligation whatsoever to the Trustee any duty or any Noteholder to assure that the Pledged Collateral is genuine or owned by any of the Grantors or liability to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities any of the Credit Agent under this Section 5.5 shall be limited solely Collateral and, except for gross negligence or willful misconduct as determined pursuant to holding a final non-appealable order of a court of competent jurisdiction, the Pledged Collateral as bailee for non-possessing or non-controlling Creditor hereby waives and releases the Trustee for purposes of perfecting the Lien held by the Trustee. (e) The Credit Agent shall not have by reason of the Noteholder Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of the Trustee or any Noteholder and the Trustee and the Noteholders hereby waive and release the Credit Agent from Creditor from, all claims and liabilities arising pursuant to the Credit Agent's possessing or controlling Creditor’s role under this Section 5.5, as agent and bailee with respect to the Common 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 possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which 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 First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to 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 in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by 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 rights and take the actions set forth in such landlord’s waiver or bailee waiver. Intercreditor and Subordination Agreement

Bailee for Perfection. (a) The Credit Agent Senior Indebtedness Representative agrees to hold that part of the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the Uniform Commercial Code (such Collateral being the “Pledged Collateral”) as collateral agent for the Senior Revolving Claimholders and as bailee for the Trustee Term Administrative Agent and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to under the Noteholder Security AgreementSenior Revolving Credit Documents and the Term Credit Documents, respectively, subject to the terms and conditions of this Section 5.5. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject Subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1)Agreement, until the Discharge of Senior Lender Claims Indebtedness has occurred, the Credit Agent Senior Indebtedness Representative shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Revolving Credit Documents as if the Liens of the Term Administrative Agent under the Noteholder Term Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral Term Administrative Agent shall at all times be subject to the terms of this Agreement. (dc) The Credit Agent Senior Indebtedness Representative shall have no obligation whatsoever to the Trustee Senior Revolving Claimholders and the Term Administrative Agent or any Noteholder Term Claimholder to assure ensure that the Pledged Collateral is genuine or owned by any of the Grantors Obligors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Credit Agent Senior Indebtedness Representative under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee for purposes of perfecting the Lien held by the Trusteein accordance with this Section 5.5. (ed) The Credit Agent Senior Indebtedness Representative acting pursuant to this Section 5.5 shall not have by reason of the Noteholder Senior Revolving Collateral Documents or Documents, the Term Collateral Documents, this Agreement or any other document a fiduciary relationship in respect of the Trustee Senior Revolving Claimholders, the Term Administrative Agent or any Noteholder Term Claimholder. (e) Upon the Discharge of Senior Indebtedness under the Senior Revolving Credit Documents to which the Senior Indebtedness Representative is a party, the Senior Indebtedness Representative shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, to the Term Administrative Agent to the extent Second Lien Obligations remain outstanding, and the Trustee Senior Indebtedness Representative further agrees to take all other action reasonably requested by the Term Administrative Agent in connection with it obtaining a first priority interest in the Collateral in such a situation. Upon the Discharge of Second Lien Obligations under the Term Credit Documents to which the Term Administrative Agent is a party, the Term Administrative Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, to the Senior Indebtedness Representatives to the extent that any principal in excess of the First Lien Cap amount remains outstanding under the Senior Revolving Credit Documents, and the Noteholders hereby waive and release Term Administrative Agent further agrees to take all other action reasonably requested by the Credit Agent from all claims and liabilities arising pursuant to Senior Indebtedness Representative in connection with it obtaining a first priority interest in the Credit Agent's role under this Section 5.5, as agent and bailee with respect to the Common CollateralCollateral in such a situation.

Bailee for Perfection. (a) The Credit Agent agrees to hold that part of the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees), to the extent that possession thereof is taken to perfect a Lien thereon under the Uniform Commercial Code (such Collateral being the “Pledged Collateral”) as bailee for the Trustee benefit of and on behalf of the Secured Parties and the Subordinated Creditor and any assignee solely for the purpose of perfecting the security interest granted in such the Pledged Collateral pursuant to granted under the Noteholder Security Agreement, subject to Loan Documents and the terms and conditions of this Section 5.5Subordinated Debt Documents. (ba) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurred, the Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this Agreement. (d) The Credit Agent shall have no obligation whatsoever to the Trustee or any Noteholder Subordinated Creditor to assure ensure that the Pledged Collateral is genuine or owned by any of the Grantors Obligors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.512. The duties or responsibilities of the Credit Agent under this Section 5.5 12 shall be limited solely to holding the Pledged Collateral as bailee for in accordance with this Section 12 and delivering the Trustee for purposes Pledged Collateral upon payment in full of perfecting the Lien held by the TrusteeObligations as provided in paragraph (d) below. (eb) The Credit Agent shall not have by reason of the Noteholder Collateral Documents or Subordinated Debt Documents, this Agreement or any other document a fiduciary relationship in respect of the Trustee or any Noteholder Subordinated Creditor, and the Trustee Subordinated Creditor hereby waives and releases the Noteholders hereby waive and release the Credit Agent from all claims and liabilities arising pursuant to the Credit Agent's ’s role under this Section 5.5, 12 as gratuitous bailee and gratuitous agent and bailee with respect to the Common Collateral. It is understood and agreed that the interests of the Agent and the Subordinated Creditor may differ and the Agent shall be fully entitled to act in its own interest without taking into account the interests of the Subordinated Creditor. (d) Upon payment of the Obligations in full, the Agent shall deliver the remaining Pledged Collateral in its possession (if any) together with any necessary endorsements (such endorsement shall be without recourse and without any representation or warranty), first, to the Subordinated Creditor to the extent the Subordinated Debt remains outstanding, and second, to the Borrower to the extent no Subordinated Debt remains outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral), or in any event as a court of law may otherwise order.

Bailee for Perfection. (a) The Credit Each Agent agrees hereby appoints the other Agent to hold act as its agent and bailee for the Pledged Collateral that is part purposes of perfecting their respective Liens in and on any of the Common Collateral in its possession or control (or in the possession or control of its agents such Person; provided, that, an Agent in the possession or bailees) as bailee for the Trustee and control of any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurred, the Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this Agreement. (d) The Credit Agent shall not have no obligation whatsoever to the Trustee any duty or any Noteholder to assure that the Pledged Collateral is genuine or owned by any of the Grantors or liability to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities any of the Credit Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Agent under this Section 5.5 shall be limited solely to holding hereby waives and releases the Pledged Collateral as bailee for the Trustee for purposes of perfecting the Lien held by the Trustee. (e) The Credit Agent shall not have by reason of the Noteholder Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of the Trustee or any Noteholder and the Trustee and the Noteholders hereby waive and release the Credit Agent from all claims and liabilities arising pursuant to the Credit possessing or controlling Agent's role under this Section 5.5, as agent and bailee with respect to the Common Collateral, so long as the possessing or controlling Agent uses the same degree of care with respect thereto as the possessing or controlling Agent uses for similar property pledged to the possessing or controlling Agent as collateral for indebtedness of others to the possessing Agent. After the Working Capital Loan Termination Date, Working Capital Agent shall deliver the remainder of the Collateral, if any, in its possession to Term Loan Agent, transfer control of the remainder of the Collateral, if any, under its control to the Term Loan Agent and assign to the Term Loan Agent all of the Working Capital Agent's interest in any blocked depository accounts of Borrowers or any Obligor under the control of Working Capital Agent, in each case, except as may otherwise be required by applicable law or court order. After the Term Loan A Repayment Date, Term Loan Agent shall deliver the remainder of the Collateral, if any, in its possession to Working Capital Agent, transfer control of the remainder of the Collateral, if any, under its control to the Working Capital Agent and assign to the Working Capital Agent all of the Term Loan Agent's interest in any blocked depository accounts of Borrowers or any Obligor under the control of Term Loan Agent; in each case, except as may otherwise be required by applicable law or court order. Upon such delivery of control of the remainder of the Collateral to Working Capital Agent, Working Capital Agent shall hold such Collateral in its possession as agent and bailee for Term Loan Agent for the benefit of the Term A Lenders in accordance with the first sentence of this Section 4.6.

Bailee for Perfection. (a) The Credit Senior Agent agrees to hold the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as bailee for the Trustee Collateral Agent and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until Until the Discharge of Senior Lender Claims has occurred, the Credit Senior Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens Lien of the Collateral Agent under the Noteholder Collateral Documents Security Agreement did not exist. The rights of the Trustee and Collateral Agent, the Noteholders with respect to such Pledged Collateral and Trustee shall at all times be subject to the terms of this Agreement. (dc) The Credit Senior Agent shall have no obligation whatsoever to the Collateral Agent, the Trustee or any Noteholder to assure that the Pledged Collateral is genuine or owned by any of the Grantors Obligor or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Credit Senior Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee Collateral Agent for purposes of perfecting the Lien held by the TrusteeCollateral Agent. (ed) The Credit Senior Agent shall not have by reason of the Noteholder Collateral Documents Security Agreement or this Agreement or any other document a fiduciary relationship in respect of the Collateral Agent, the Trustee or any Noteholder and Noteholder. (e) Upon the Trustee and Discharge of Senior Lender Claims, (i) the Noteholders hereby waive and release the Credit Senior Agent from all claims and liabilities arising pursuant shall deliver to the Credit Collateral Agent the Pledged Collateral together with any necessary endorsements or as a court of competent jurisdiction may otherwise direct and (ii) in the case of any deposit account or securities account take such steps as may be required to transfer (without recourse and without representation or warranty and at the expense of the Collateral Agent's role under this Section 5.5, ) all of its rights (as agent and bailee with respect in effect immediately prior to the Common CollateralDischarge of Senior Lender Claims) to such deposit account or securities account to the Collateral Agent except as a court of competent jurisdiction may otherwise direct.

Bailee for Perfection. (a) The Credit Until the Discharge of Senior Facilities Obligations, the Senior Collateral Agent agrees (i) to hold the acquire, and hereby acknowledges it holds, all Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as bailee for on behalf of itself, the Trustee other Senior Creditors, the CDF2 Loan Creditors, CHG and the other Junior Creditors and any permitted assignee and (ii) to be the collateral agent on behalf of itself, the other Senior Creditors, the CDF2 Loan Creditors, CHG and the Junior Creditors and any permitted assignee with respect to any deposit account or securities account included in the Pledged Collateral, in each case, solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to under the Noteholder Security AgreementSenior Documents, the CDF2 Loan Documents and the CHG Lease Facility Documents, subject to the terms and conditions of this Section 5.57.5. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until Until the Discharge of Senior Lender Claims Obligations has occurred, the Credit Senior Collateral Agent shall be entitled to deal with the Pledged Collateral in its possession or under its control in accordance with the terms of the Senior Lender Documents and this Agreement as if the Liens of the CDF2 Loan Creditors under the Noteholder Collateral CDF2 Loan Security Documents and CHG and the other Junior Creditors under the CHG Lease Security Documents did not exist. The rights of the Trustee CDF2 Loan Creditors and CHG and the Noteholders with respect to such Pledged Collateral other Junior Creditors shall at all times be subject to the terms of this AgreementAgreement and to the Senior Collateral Agent's rights under the Senior Credit Documents. (dc) The Credit Senior Collateral Agent shall have no obligation whatsoever to the Trustee CDF2 Loan Creditors, CHG or any Noteholder the other Junior Creditors to assure that the Pledged Collateral in its possession or under its control is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.57.5. The duties or responsibilities of the Credit Senior Collateral Agent under this Section 5.5 7.5 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee for purposes of perfecting the Lien held by the Trusteebailee, and controlling deposits accounts and securities accounts as collateral agent, in each case, in accordance with this Section 7.5. (ed) The Credit Agent Senior Collateral Agent, acting pursuant to this Section 7.5, shall not have by reason of the Noteholder Collateral Documents or CDF2 Loan Security Documents, the CHG Lease Security Documents, this Agreement or any other document document, a fiduciary relationship in respect of the Trustee CDF2 Loan Creditors, CHG or any Noteholder Junior Creditor. (e) Upon the Discharge of Senior Facilities Obligations, the Senior Collateral Agent shall deliver the remaining Pledged Collateral (if any) (or proceeds thereof) together with any necessary endorsements, first, to CHG, if any CHG Lease Obligations remain outstanding, and second, to the Borrower or the relevant Grantor if no CHG Lease Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral). The Senior Collateral Agent further agrees to take all other action reasonably requested by such Person in connection with such Person's obtaining a first-priority interest in the Pledged Collateral or as a court of competent jurisdiction may otherwise direct. (f) If any Pledged Collateral is delivered to CHG under Section 7.5(e) above, then, upon the Discharge of CHG Lease Obligations, CHG shall deliver the remaining Pledged Collateral (if any) (or proceeds thereof) together with any necessary endorsements, to the Borrower or the relevant Grantor (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral). CHG further agrees to take all other action reasonably requested by Borrower to allow such Person to obtain possession or control of such Pledged Collateral or as a court of competent jurisdiction may otherwise direct. (g) Each of the Borrower, CHG and each Junior Creditor authorizes the Senior Collateral Agent, on behalf of itself and the Trustee and the Noteholders hereby waive and release the Credit Agent from other Senior Creditors, to exercise all claims and liabilities arising pursuant to the Credit Agentof such Person's role under this Section 5.5, rights as agent and bailee a secured creditor with respect to the Common CollateralHoldings Operating Account under the CDF2 Loan Documents or the CHG Lease Facility Documents, as the case may be, and agrees to take all lawful actions under the CDF2 Loan Documents or the CHG Lease Facility Documents, as the case may be, as the Senior Collateral Agent may direct with respect to the Holdings Operating Account.

Bailee for Perfection. (a) The Credit First Lien Collateral Agent agrees to hold that part of the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees), to the extent that possession or control thereof is taken to perfect a Lien thereon under the Uniform Commercial Code (such Collateral being the "Pledged Collateral") as bailee collateral agent for the Trustee First Lien Claimholders and on behalf of and for the benefit of the Second Lien Collateral Agent and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to under the Noteholder Security AgreementFirst Lien Credit Documents and the Second Lien Credit Documents, respectively, subject to the terms and conditions of this Section 5.5. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject Subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1)Agreement, until the Discharge of Senior Lender Claims First Lien Obligations has occurred, the Credit First Lien Collateral Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender First Lien Credit Documents as if the Liens of the Second Lien Collateral Agent under the Noteholder Second Lien Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Second Lien Collateral Agent shall at all times be subject to the terms of this AgreementAgreement and to the First Lien Collateral Agent's rights under the First Lien Credit Documents. (dc) The Credit First Lien Collateral Agent shall have no obligation whatsoever to the Trustee First Lien Claimholders and the Second Lien Collateral Agent or any Noteholder Second Lien Claimholder to assure ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Credit First Lien Collateral Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee for purposes of perfecting the Lien held by the Trusteein accordance with this Section 5.5. (ed) The Credit First Lien Collateral Agent acting pursuant to this Section 5.5 shall not have by reason of the Noteholder First Lien Collateral Documents or Documents, the Second Lien Collateral Documents, this Agreement or any other document a fiduciary relationship in respect of the Trustee First Lien Claimholders, the Second Lien Collateral Agent or any Noteholder and Second Lien Claimholder. (e) Upon the Trustee and Discharge of the Noteholders hereby waive and release First Lien Obligations under the First Lien Credit Documents to which the First Lien Collateral Agent from all claims and liabilities arising pursuant is a party, the First Lien Collateral Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the Credit Agent's role under this Section 5.5Second Lien Collateral Agent to the extent Second Lien Obligations remain outstanding, and second, to the Borrower or such other Person, as agent and bailee with respect their interests may appear, to the Common extent no First Lien Obligations or Second Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged Collateral). The First Lien 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 Collateral or as a court of competent jurisdiction may otherwise direct.

Bailee for Perfection. (a) The Credit Agent agrees or any Credit Agreement Lender, as applicable, agree to hold the Pledged Securities Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Securities Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.55.6. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until Until the Discharge of Senior Lender Claims Credit Agreement Obligations has occurred, the Credit Agent and the Credit Agreement Lenders shall be entitled to deal with the Pledged Securities Collateral in accordance with the terms of the Senior Lender Credit Agreement Documents as if the Liens of the Trustee under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this AgreementAgreement and to the Credit Agent’s and the Credit Agreement Lenders’ rights under the Credit Agreement Documents. (dc) The Credit Agent or the Credit Agreement Lenders, as applicable, shall have no obligation whatsoever to the Trustee or any Noteholder to assure that the Pledged Securities Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.55.6(a). The duties or responsibilities of the Credit Agent and the Credit Agreement Lenders under this Section 5.5 5.6(a) are and shall be limited solely to holding the Pledged Securities Collateral as bailee for the Trustee for purposes of perfecting the Lien held by the TrusteeTrustee and Credit Agent is not, and shall not be deemed to be, a fiduciary of any kind for Trustee or the Noteholders. (ed) The Credit Agent shall not have by reason of the Noteholder Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of the Trustee or any Noteholder and Noteholder. (e) Upon the Trustee and the Noteholders hereby waive and release Discharge of Credit Agreement Obligations, the Credit Agent from all claims and liabilities arising pursuant shall deliver to the Credit Agent's role under this Section 5.5, Trustee the remaining Securities Collateral (if any) together with any necessary endorsements (or otherwise allow the Trustee to obtain control of such Securities Collateral) or as agent and bailee with respect to the Common Collaterala court of competent jurisdiction may otherwise direct.

Bailee for Perfection. (ai) The Credit ABL Collateral Agent agrees to hold that part of the Pledged ABL Priority Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such ABL Priority Collateral being the “Pledged ABL Priority Collateral”) as collateral agent for the ABL Secured Parties and as bailee for the Trustee benefit and on behalf of and, with respect to any collateral that cannot be perfected in such manner, as agent for the benefit and on behalf of, the Pari Term Debt Agents (on behalf of the respective Series of Pari Term Debt Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority Collateral, in each case solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to under the Noteholder Security AgreementABL Documents and the Pari Term Debt Documents, as applicable, subject to the terms and conditions of this Section 5.53.4(e). As security for the payment and performance in full of all the Pari Term Debt Obligations each Grantor hereby grants to the ABL Collateral Agent for the benefit of the Pari Term Debt 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. (bii) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5[Reserved]. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurred, the Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this Agreement. (diii) The Credit ABL Collateral Agent shall have no obligation whatsoever to any ABL Secured Party, the Trustee Pari Term Debt Agents or any Noteholder Pari Term Debt Secured Party, to assure ensure that the Pledged ABL Priority Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.53.4(e). The duties or responsibilities of the Credit ABL Collateral Agent under this Section 5.5 3.4(f) shall be limited solely to holding the Pledged ABL Priority Collateral as bailee for the Trustee for purposes of perfecting the Lien held by the Trusteeor agent in accordance with this Section 3.4(e). (eiv) The Credit ABL Collateral Agent acting pursuant to this Section 3.4(e) shall not have by reason of the Noteholder Collateral Documents or ABL Security Documents, the Pari Term Debt Security Documents, this Agreement or any other document a fiduciary relationship in respect of the Trustee any ABL Secured Party, any Pari Term Debt Agent or any Noteholder and Pari Term Debt Secured Party. (v) Upon the Trustee and Discharge of ABL Obligations under the Noteholders hereby waive and release ABL Documents to which the Credit ABL Collateral Agent from all claims and liabilities arising pursuant is a party, the ABL Collateral Agent shall deliver or cause to be delivered the remaining Pledged ABL Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, first, to the Credit Agent's role Controlling Term Debt Agent until the Discharge of Term Obligation and Discharge of Additional Pari Term Debt Obligations has occurred and second, to the applicable Grantor to the extent no ABL Obligations or Pari Term Debt Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged ABL Priority Collateral) and will cooperate with the Controlling Term Debt 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 ABL Priority Collateral under this Section 5.5its 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 security interest in the Pledged ABL Priority Collateral or as a court of competent jurisdiction may otherwise direct. (vi) Notwithstanding anything to the contrary herein, as agent if, for any reason, any Pari Term Debt Obligations remain outstanding upon the Discharge of ABL Obligations, all rights of the ABL Collateral Agent hereunder and bailee under the Pari Term Debt Security Documents or the ABL Security Documents (1) with respect to the Common delivery and control of 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 any Pari Term Debt Agent or the ABL Collateral Agent, pass to the Controlling Term Debt Agent, who shall thereafter hold such rights for the benefit of the Pari Term Debt Secured Parties. Each of the ABL Collateral Agent and the Grantors agrees that it will, if any Pari Term Debt Obligations remain outstanding upon the Discharge of ABL Obligations, take any other action required by any law or reasonably requested by the Controlling Term Debt Agent in connection with the Controlling Term Debt Agent’s establishment and perfection of a first priority security interest in the ABL Priority Collateral. (vii) Notwithstanding anything to the contrary contained herein, if for any reason, prior to the Discharge of Term Obligations and the Discharge of the Additional Pari Term Debt Obligations, the ABL Collateral Agent acquires possession of any Pledged Pari Term Debt Priority Collateral, the ABL 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 shall deliver or cause to be delivered such Pledged Term Priority Collateral to the Controlling Term Debt Agent in a manner otherwise consistent with the requirements of preceding clause (v).

Bailee for Perfection. (a) The Credit Senior Agent agrees to hold that portion of the Pledged Shared Collateral that at any time is part of the Common Collateral in its possession or control (or and as to which the Subordinated Lender Parties would not have a perfected security interest in the absence of such possession or control of its agents or baileesby the Senior Agent (the "Possessed Collateral") as -------------------- gratuitous bailee for the Trustee and any assignee Subordinated Lender Parties solely for the purpose of perfecting the security interest granted in such Pledged the Possessed Collateral pursuant to the Noteholder Security AgreementSubordinated Debt Agreements, subject to the terms and conditions of this Section 5.5. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurred, the Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not exist16. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral Subordinated Lender Parties shall at all times be subject to the terms of this AgreementAgreement and to the rights of the Senior Agent and the Senior Lenders under the Senior Debt Agreements. (db) The Credit Senior Agent and the Senior Lenders shall have no obligation whatsoever to the Trustee or any Noteholder Subordinated Lender Parties to assure that the Pledged Possessed Collateral is genuine or and owned by any of the Grantors Borrower or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral person except as expressly set forth in this Section 5.516. The duties or responsibilities of the Credit Senior Agent under this Section 5.5 16 shall be limited solely to holding the Pledged Possessed Collateral as gratuitous bailee for the Trustee Subordinated Lender Parties for purposes of perfecting the Subordinated Lien held thereby in the Possessed Collateral. The Senior Agent (i) shall not be obligated to recognize and shall not have any liability or responsibility arising under any instrument to which it is not a party, (ii) may rely upon any instrument believed by it to be genuine and sufficient and properly presented and shall not be liable or responsible for any action taken or omitted in accordance with the provisions thereof, (iii) shall not be liable or responsible for any act it may do or omit to do except in the case of willful misconduct or gross negligence, (iv) in case any Possessed Collateral shall be attached, garnished or levied upon any order of a court, or the delivery thereof shall be stayed or enjoined by any order of a court, or any other writ, order, judgment or decree shall be made or entered by any court affecting such property, or any part thereof, or any of its acts, is expressly authorized in its sole discretion to obey and comply with all writs, orders, judgments or decrees so entered or issued, whether with or without jurisdiction, and in case it obeys and complies with any such writ, order, judgment or decree it shall not be liable to any Subordinated Lender Party or to any other person by reason of such compliance even if such writ, order, judgment or decree is subsequently reversed, modified, annulled, set aside or vacated, (v) shall not be responsible or liable for any forgery or fraudulent impersonations of any person other than itself and (vi) shall not be required to make any determination with respect to a controversy which may arise between any Subordinated Lender Party and any person with respect to the transactions contemplated by the TrusteeSubordinated Debt Agreements and may await the settlement of such controversy by legal proceedings or otherwise, as it may require and in such event, it shall not be liable for interest or damages. (ec) The Credit Senior Agent and the Senior Lenders shall not be under any obligation to institute or defend any action, suit or other proceeding or take any other action against any person in connection with the Possessed Collateral. The Senior Agent shall be entitled to rely upon any writing or other document or telegram believed by the Senior Agent to be genuine and correct and to have been signed, sent or made by the proper person. The Senior Agent and the Senior Lenders may consult counsel with respect to any question arising hereunder or in connection herewith and the Senior Agent and the Senior Lenders shall not be liable for any action taken or omitted to be taken in good faith upon advice of such counsel. (d) The Senior Agent and the Senior Lenders shall not have by reason of the Noteholder Collateral Documents Subordinated Debt Agreements or this Agreement or any other document a fiduciary relationship in respect of the Trustee or any Noteholder and the Trustee and the Noteholders hereby waive and release the Credit Agent from all claims and liabilities arising pursuant Subordinated Lender Parties. (e) Subject to the Credit Agent's role under this Section 5.5rights of any other holder of a Lien, as agent and bailee with respect if any, otherwise granted by the Borrower on the Shared Collateral, upon payment in full of the Senior Debt, the Senior Agent shall deliver possession of the Shared Collateral then in its possession to the Common CollateralSubordinated Lender or as otherwise ordered by a court.

Bailee for Perfection. (a) The Credit Senior Collateral Agent agrees to hold the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as bailee for the Trustee Noteholder Collateral Agent and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Agreement, the Noteholder Pledge Agreement or the other Noteholder Collateral Documents, subject to the terms and conditions of this Section 5.5. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until Until the Discharge of Senior Lender Claims has occurred, the Credit Senior Collateral Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens Lien of the Noteholder Collateral Agent under the Noteholder Collateral Documents Security Agreement did not exist. The rights of the Trustee and the Noteholders Noteholder Collateral Agent with respect to such the Pledged Collateral shall at all times be subject to the terms of this AgreementAgreement and to the Senior Collateral Agent's rights under the Senior Lender Documents. (dc) The Credit Senior Collateral Agent shall have no obligation whatsoever to the Trustee Noteholder Collateral Agent or any Noteholder to assure that the Pledged Collateral is genuine or owned by the Borrower or any of the Grantors its Subsidiaries or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Credit Senior Collateral Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee Noteholder Collateral Agent for purposes of perfecting the Lien held by the TrusteeNoteholder Collateral Agent. (ed) The Credit Senior Collateral Agent shall not have by reason of the Noteholder Collateral Documents Security Agreement or this Agreement or any other document a fiduciary relationship in respect of the Trustee Noteholder Collateral Agent or any Noteholder and Noteholder. (e) Upon the Trustee and Discharge of Senior Lender Claims, the Noteholders hereby waive and release the Credit Senior Collateral Agent from all claims and liabilities arising pursuant shall deliver to the Credit Agent's role under this Section 5.5, Noteholder Collateral Agent the Pledged Collateral in its possession or control (or in the possession or control of its agents or bailees) together with any necessary endorsements (or otherwise allow the Noteholder Collateral Agent to obtain control of such Pledged Collateral) or as agent and bailee with respect to the Common Collaterala court of competent jurisdiction may otherwise direct.

Bailee for Perfection. (a) The Credit Second Lien Agent hereby appoints the First Lien Agent to hold, and the First Lien Agent accepts such appointment and agrees to hold the Pledged Collateral that is part hold, all of the Common Collateral in its the First Lien Agent’s possession or control (or in the possession or control of its agents or bailees) as bailee and agent for the Trustee and any assignee Second Lien Agent, solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security AgreementCollateral Documents, subject to the terms and conditions of this Section 5.5. (b) The Credit Agent agrees to hold Until the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior First Lien Lender Claims has occurredTermination Date, the Credit First Lien Agent shall be entitled to deal with the Pledged Collateral in their possession or control in accordance with the terms of the Senior First Lien Lender Documents as if the Liens Lien of the Second Lien Agent under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral Second Lien Agent shall at all times be subject to the terms of this AgreementAgreement and to the First Lien Agent’s rights under the First Lien Lender Documents. (dc) The Credit First Lien Agent shall have no obligation whatsoever to the Trustee Second Lien Agent or any other Noteholder to assure that the Pledged Collateral in the First Lien Agent’s possession or control is genuine or owned by any of the Grantors Obligor or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Credit First Lien Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral in its possession or control as bailee for the Trustee Second Lien Agent for purposes of perfecting the Lien held by the TrusteeSecond Lien Agent and to using the same degree of care with respect to such Collateral as the First Lien Agent uses for similar property pledged to it as collateral for indebtedness generally. (ed) The Credit First Lien Agent shall not have by reason of the Noteholder Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of the Trustee Second Lien Agent or any Noteholder and other Noteholder. (e) Upon the Trustee and First Lien Lender Termination Date, the Noteholders hereby waive and release the Credit First Lien Agent from all claims and liabilities arising pursuant shall deliver to the Credit Agent's role under this Section 5.5Second Lien Agent the Collateral in its possession or control (or in the possession or control of its agents or bailees) together with any necessary endorsements (or otherwise allow the Second Lien Agent to obtain control of such Collateral), or as agent and bailee with respect to the Common Collaterala court of competent jurisdiction may otherwise direct.

Bailee for Perfection. (ai) The Credit ABL Facility Security Agent agrees to hold or control that part of the Pledged ABL Facility First Lien Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC or other applicable law (such ABL Facility First Lien Collateral being the “Pledged ABL Facility First Lien Collateral”) as collateral agent for the ABL Facility Secured Parties and as bailee for and, with respect to any ABL Facility First Lien Collateral that cannot be perfected in such manner, as agent for, the Trustee Term Loan Security Agent (on behalf of the Term Loan Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to under the Noteholder Security AgreementABL Facility Documents and the Term Loan Documents, respectively, subject to the terms and conditions of this Section 5.53.4(e). (bii) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject Subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1)Agreement, until the Discharge of Senior Lender Claims ABL Facility Obligations has occurred, the Credit ABL Facility Security Agent shall be entitled to deal with the Pledged ABL Facility First Lien Collateral in accordance with the terms of the Senior Lender ABL Facility Documents as if the Liens of the Term Loan Security Agent under the Noteholder Collateral Term Loan Security Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral Term Loan Security Agent shall at all times be subject to the terms of this AgreementAgreement and to the ABL Facility Security Agent’s rights under the ABL Facility Documents. (diii) The Credit ABL Facility Security Agent shall have no obligation whatsoever to any ABL Facility Secured Party, the Trustee Term Loan Security Agent or any Noteholder Term Loan Secured Party to assure ensure that the Pledged ABL Facility First Lien Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.53.4(e). The duties or responsibilities of the Credit ABL Facility Security Agent under this Section 5.5 3.4(e) shall be limited solely to holding the Pledged ABL Facility First Lien Collateral as bailee for the Trustee for purposes of perfecting the Lien held by the Trusteeor agent in accordance with this Section 3.4(e). (eiv) The Credit ABL Facility Security Agent acting pursuant to this Section 3.4(e) shall not have by reason of the Noteholder Collateral Documents or ABL Facility Security Documents, the Term Loan Security Documents, this Agreement or any other document a fiduciary relationship in respect of any ABL Facility Secured Party, the Trustee Term Loan Security Agent or any Noteholder Term Loan Secured Party, and each of the Trustee foregoing hereby waives and releases the Noteholders hereby waive and release the Credit ABL Facility Security Agent from all claims and liabilities arising pursuant to the Credit ABL Facility Security Agent's ’s role under this Section 5.5, 3.4(e) as gratuitous bailee and agent and bailee with respect to the Common Pledged ABL Facility First Lien Collateral. (v) Upon the Discharge of ABL Facility Obligations, the ABL Facility Security Agent shall deliver or cause to be delivered the remaining Pledged ABL Facility First Lien Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements, (I) first, to the Term Loan Security Agent to the extent Term Loan Obligations remain outstanding and (II) second, to the applicable Grantor to the extent no ABL Facility Obligations or Term Loan Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged ABL Facility First Lien Collateral) and will cooperate with the Term Loan Security Agent or such Grantor, as the case may be, in assigning (without recourse to or warranty by the ABL Facility Security Agent or any ABL Facility Secured Party or agent or bailee thereof) control over any other Pledged ABL Facility First Lien Collateral under its control. The ABL Facility Security Agent further agrees to take all other action reasonably requested by such Person (at the sole cost and expense of the Grantors or such Person) in connection with such Person obtaining a first priority interest in the Pledged ABL Facility First Lien Collateral or as a court of competent jurisdiction may otherwise direct. (vi) Notwithstanding anything to the contrary herein, if, for any reason, any Term Loan Obligations remain outstanding upon the Discharge of ABL Facility Obligations, all rights of the ABL Facility Security Agent hereunder and under the Term Loan Security Documents or the ABL Facility Security Documents (1) with respect to the delivery and control of any part of the ABL Facility First Lien Collateral, and (2) to direct, instruct, vote upon or otherwise influence the maintenance or disposition of such ABL Facility First Lien Collateral, shall immediately, and (to the extent permitted by law) without further action on the part of either of the Term Loan Security Agent or the ABL Facility Security Agent, pass to the Term Loan Security Agent, who shall thereafter hold such rights for the benefit of the Term Loan Secured Parties. Each of the ABL Facility Security Agent and the Grantors agrees that it will, if any Term Loan Obligations remain outstanding upon the Discharge of ABL Facility Obligations, take any other action required by any law or reasonably requested by the Term Loan Security Agent (subject to any limitations set forth in the Term Loan Facility Documents), in connection with the Term Loan Security Agent’s establishment and perfection of a First Priority security interest in the ABL Facility First Lien Collateral. (vii) Notwithstanding anything to the contrary contained herein, if for any reason, prior to the Discharge of Term Loan Obligations, the ABL Facility Security Agent acquires possession of any Pledged Term Loan First Lien Collateral, the ABL Facility Security 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 Facility First Lien Collateral, provided that as soon as is practicable the ABL Facility Security Agent shall deliver or cause to be delivered such Pledged Term Loan First Lien Collateral to the Term Loan Security Agent in a manner otherwise consistent with the requirements of preceding clause (v).

Bailee for Perfection. (a) The Credit Senior Agent agrees to hold the Pledged Collateral that is part of the Common Collateral on which it holds a Senior Lien and that is in its possession or control (control, or in the possession or control of its agents or bailees (such Collateral being the “Pledged Collateral”), as collateral agent for the Senior Secured Parties and as gratuitous bailee for the Junior Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the UCC) and any assignee thereof solely for the purpose of perfecting the security interests granted under the applicable Senior Credit Documents and Junior Credit Documents, respectively, subject to the terms and conditions of this Section. The Junior Agent agrees to hold any part of the Pledged Collateral of which it obtains possession or control (including through any of its agents or bailees) as bailee collateral agent for the Trustee Senior Secured Parties and Junior Secured Parties and any assignee assignees of the foregoing solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to under the Noteholder Security Agreementapplicable Junior Credit Documents and Senior Credit Documents, respectively, subject to the terms and conditions of this Section 5.5Section. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurred, the Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this Agreement. (d) The Credit Agent shall have no obligation whatsoever to the Trustee applicable Senior Secured Parties, the Junior Agent or the Junior Secured Parties to ensure that any Noteholder to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5Section. The duties or responsibilities of the Credit Senior Agent to the Junior Agent or the Junior Secured Parties under this Section 5.5 shall be limited solely to holding the Pledged Collateral in its possession or under its control as gratuitous bailee for in accordance with this Section and delivering such Pledged Collateral upon the Trustee for purposes Discharge of perfecting the Lien held by the TrusteeSenior Obligations as provided in paragraph (d) below. (ec) The Credit Agent Senior Agent, acting pursuant to this Section, shall not have by reason of the Noteholder Collateral Documents or Senior Credit Documents, the Junior Credit Documents, this Agreement or any other document a fiduciary relationship in respect of any Senior Secured Party, the Trustee Junior Agent or any Noteholder Junior Secured Party or any liability to any Senior Secured Party, the Junior Agent or any Junior Secured Party, absent gross negligence or willful misconduct on the part of the Senior Agent. (d) Upon the Discharge of Senior Obligations, the Senior Agent shall deliver the remaining Pledged Collateral held by it, if any, together with any necessary endorsements, first, to the Junior Agent to the extent Junior Obligations remain outstanding, and second, to the applicable Grantors to the extent no Senior Obligations or Junior Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral). The Senior Agent further agrees, upon the Discharge of Senior Obligations, to take all other action reasonably requested by the Junior Agent in connection with the Junior Agent obtaining a first-priority interest in the Pledged Collateral or as a court of competent jurisdiction may otherwise direct. (e) Subject to the terms of this Agreement, so long as the Discharge of Senior Obligations has not occurred, the Senior Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and the Trustee applicable Senior Credit Documents as if the Liens of the Junior Agent and the Noteholders hereby waive and release the Credit Agent from all claims and liabilities arising pursuant to the Credit Agent's role under this Section 5.5, as agent and bailee with respect to the Common CollateralJunior Secured Parties did not exist.

Bailee for Perfection. (ai) The Credit ABL Collateral Agent agrees to hold that part of the Pledged ABL Priority Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such ABL Priority Collateral being 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 agent for, the Trustee 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 such agent under all control agreements relating to the Pledged ABL Priority Collateral, in each case solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to under the Noteholder Security AgreementABL Credit Documents, the Term Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 5.5. (b) The Credit 3.4(f). Following the Discharge of ABL Obligations, the Term Collateral Agent agrees to hold the Deposit Account Pledged ABL Priority Collateral as collateral agent for the Term Secured Parties and as bailee for and, with respect to any collateral that is part cannot be perfected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Common Collateral and controlled by the Credit Agent for the Trustee Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to under the Noteholder Security AgreementTerm Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 5.53.4(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 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. As security for the payment and performance in full of 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. (cii) Except as otherwise specifically provided herein Subject to the terms of this Agreement, (including, without limitation, Sections 3.1 and 4.1), x) until the Discharge of Senior Lender Claims ABL Obligations has occurred, the Credit ABL Collateral Agent shall be entitled to deal with the Pledged ABL Priority Collateral in accordance with the terms of the Senior Lender ABL Documents as if the Liens of the Term Collateral Agent under the Noteholder 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 Trustee Term Collateral Agent and the Noteholders with respect to such Pledged Notes Collateral Agent shall at all times be subject to the terms of this AgreementAgreement and to the ABL Collateral Agent’s rights under the ABL Documents. (diii) The Credit ABL Collateral Agent shall have no obligation whatsoever to any ABL Secured Party, the Trustee Term Collateral Agent, any Term Secured Party, the Notes Collateral Agent or any Noteholder Notes Secured Party to assure ensure that the Pledged ABL Priority Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.53.4(f). The duties or responsibilities of the Credit ABL Collateral Agent under this Section 5.5 3.4(f) shall be limited solely to holding the Pledged ABL Priority Collateral as bailee for 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 Trustee for purposes Notes Collateral Agent or any Notes Secured Party to ensure that the Pledged ABL Priority Collateral is genuine or owned by any of perfecting the Lien held by 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 TrusteeTerm 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). (eiv) The Credit ABL Collateral Agent acting pursuant to this Section 3.4(f) shall not have by reason of the Noteholder Collateral Documents or 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 Trustee Term Collateral Agent, any Term Secured Party, the Notes Collateral Agent or any Noteholder and the Trustee and the Noteholders hereby waive and release the Credit Notes Secured Party. The Term Collateral Agent from all claims and liabilities arising acting pursuant to the Credit Agent's role under this Section 5.53.4(f) shall not have by reason of the Term Security Documents, the Notes Security Documents, this Agreement or any other document a fiduciary relationship in respect of any Term Secured Party, the Notes Collateral Agent or any Notes Secured Party. (v) Upon the Discharge of ABL Obligations under the ABL Documents to which the ABL Collateral Agent is a party, the ABL Collateral Agent shall deliver or cause to be delivered the remaining Pledged ABL Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary 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 control of such Pledged ABL Priority Collateral) and 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 competent jurisdiction may otherwise direct. Following the Discharge of ABL Obligations and 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 ABL Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary 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 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. (vi) Notwithstanding anything to the contrary herein, if, for any reason, any Term Obligations remain outstanding upon the Discharge of ABL Obligations, all rights of the ABL Collateral Agent hereunder and under the Term Security Documents, the ABL Security Documents or the Notes Security Documents (1) with respect to the Common delivery and control of 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 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 the Term Collateral Agent’s establishment and perfection 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. (vii) 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. 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”) 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 Credit Control Agent accepts such appointment and agrees to hold the Pledged Collateral that is part of the Common Control Collateral in its possession or control (or in the possession or control of its agents or bailees) as bailee Control Agent for the Trustee benefit of the Senior Lien Claimholders and the Second Lien Claimholders and any permitted assignee of any thereof, as their respective interests appear, solely for the purpose of perfecting the security interest granted to such parties in such Pledged Collateral pursuant to the Noteholder Security AgreementControl Collateral, subject to the terms and conditions of this Section 5.5. (b) Agreement. The Credit Senior Lien Claimholders and the Second Lien Claimholders hereby acknowledge that the Control Agent agrees to hold will obtain "control" under the Deposit UCC over each Controlled Account Collateral that is part of the Common Collateral and controlled as contemplated by the Credit Agent Senior Lien Collateral Documents for the Trustee benefit of both the Senior Lien Claimholders and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral Second Lien Claimholders, as their respective interests appear, pursuant to the Noteholder Security Agreementcontrol agreements relating to each respective Controlled Account. The Control Agent, subject 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 conditions 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 Section 5.5. (c) Agreement. Except as otherwise specifically provided herein (set forth below, the Control Agent shall have no obligation whatsoever to any Second Lien Claimholder including, without limitation, Sections 3.1 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 4.1), until the Discharge of Senior Lender Claims has occurredLien Claimholders, the Credit duties or responsibilities of the Control Agent under this Section shall be entitled limited solely (i) to deal with physically holding any Control Collateral delivered to the Pledged Collateral in accordance with the terms of Control Agent by any Grantor as agent for the Senior Lender Documents Lien Collateral Agent (on behalf of itself and the Senior Lien Claimholders) and the Second Lien Claimholders for purposes of perfecting the Lien held by the Senior Lien Collateral Agent and the Second Lien Claimholders and (ii) delivering such Collateral as if the Liens under the Noteholder Collateral Documents did not existset forth in this Section. The rights of the Trustee and Second Lien Claimholders in the Noteholders with respect to such Pledged Control Collateral shall at all times be subject to the terms of this Agreement. (d) The Credit Agreement and to the Senior Lien Collateral Agent’s rights under the Senior Lien Note Documents. Neither the Control Agent nor the Senior Lien Collateral Agent shall have no obligation whatsoever to the Trustee or any Noteholder to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Credit Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee for purposes of perfecting the Lien held by the Trustee. (e) The Credit Agent shall not have by reason of the Noteholder Collateral Second Lien Credit Documents or this Agreement or any other document a fiduciary relationship in respect of any Second Lien Claimholder. Upon the Trustee Discharge of Senior Lien Obligations (other than in connection with a Refinancing of the Senior Lien Obligations), the Control Agent shall deliver to the Second Lien Claimholders or their designee the Control Collateral together with any Noteholder necessary endorsements (or otherwise allow the Second Lien Claimholders to obtain control of such Control Collateral) or as a court of competent jurisdiction may otherwise direct and the Trustee Second Lien Claimholders or their designee shall accept and the Noteholders hereby waive and release the Credit Agent from all claims and liabilities arising pursuant succeed to the Credit Agent's role under this Section 5.5, of the Control Agent as the agent and bailee with respect to for perfection on the Common Control Collateral.

Bailee for Perfection. (a) The Except with respect to cash collateral held pursuant to the terms of the First Lien Revolving Credit Agreement as in effect on the date hereof, each First Lien Collateral Agent agrees to hold that part of the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) ), to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC or PPSA, as applicable, or any similar applicable law (such Collateral being the “Pledged Collateral”), as collateral agent for the First Lien Claimholders and as bailee and agent for the Trustee Second Lien Collateral Agents (such bailment being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the UCC or any comparable provisions of the PPSA, as applicable, or any similar applicable law), and any assignee of such First Lien Collateral Agent solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to under the Noteholder Security AgreementFirst Lien Documents and the Second Lien Documents, respectively shall be subject to the terms and conditions of this Section 5.5. (b) The Credit Agent agrees to hold the Deposit Account 5.4. Each Second Lien Collateral that is part Agent, for itself and on behalf of the Common Second Lien Claimholders with respect to which such Second Lien Collateral and controlled by the Credit Agent for the Trustee and any assignee is acting as Agent, appoints each First Lien Collateral Agent as its agent solely for the purpose of perfecting the its security interest granted in the Pledged Collateral, including Deposit Accounts and Securities Accounts (as such Deposit Account terms are defined in the UCC) and Accounts and Securities Accounts (as such terms are defined in the PPSA) or such similar terms as may be used in any similar applicable law maintained with such First Lien Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5Agent. (cb) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurred, the Credit Agent shall be entitled to deal with the Pledged No First Lien Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this Agreement. (d) The Credit Agent shall have no any obligation whatsoever to the Trustee other First Lien Collateral Agents, the First Lien Claimholders, the Second Lien Collateral Agents or any Noteholder the Second Lien Claimholders to assure ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.55.4. The duties or responsibilities of the Credit each First Lien Collateral Agent under this Section 5.5 5.4 shall be limited solely to holding the Pledged Collateral as bailee for and agent in accordance with this Section 5.4 and delivering the Trustee for purposes Pledged Collateral in its possession upon a Discharge of perfecting the First Lien held by the TrusteeObligations as provided in paragraph (d) below. (ec) The Credit Any First Lien Collateral Agent acting pursuant to this Section 5.4 shall not have by reason of the Noteholder First Lien Collateral Documents or Documents, the Second Lien Collateral Documents, this Agreement or any other document a fiduciary relationship in respect of the Trustee other First Lien Collateral Agents, the First Lien Claimholders, the Second Lien Collateral Agents or the Second Lien Claimholders. (d) Upon the Discharge of First Lien Obligations, the First Lien Collateral Agents shall, to the extent it is then legally permitted to do so, deliver the remaining Pledged Collateral (if any) together with any Noteholder necessary endorsements (without representation, warranty or recourse), first, to the Designated Second Lien Collateral Agent to the extent Second Lien Obligations remain outstanding as confirmed by the Designated Second Lien Collateral Agent, and, to the extent that the Designated Second Lien Collateral Agent confirms no Second Lien Obligations are outstanding, second, to the Grantors to the extent no First Lien Obligations or Second Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral). Each First Lien Collateral Agent further agrees, upon the Discharge of First Lien Obligations, to take all other action reasonably requested by the Designated Second Lien Collateral Agent at the expense of the Borrowers in connection with the Second Lien Collateral Agents and the Trustee and Second Lien Claimholders obtaining a first-priority interest in the Noteholders hereby waive and release the Credit Agent from all claims and liabilities arising pursuant to the Credit Agent's role under this Section 5.5, as agent and bailee with respect to the Common Collateral.

Bailee for Perfection. (a) The Credit DIP Agent agrees to hold the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as bailee for the Trustee Pre-Petition Agent and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Pre-Petition Lender Security Agreement, subject to the terms and conditions of this Section 5.55.4 and so long as the DIP Agent shall use the same degree of care with respect thereto as the DIP Agent uses for similar property pledged to the DIP Agent as collateral for obligations of others owing to the DIP Agent. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurred, the Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral Pre-Petition Agent shall at all times be subject to the terms of this AgreementIntercreditor Agreement and to the DIP Agent's rights under the DIP Lender Documents. (dc) The Credit DIP Agent shall have no obligation whatsoever to the Trustee Pre-Petition Agent or any Noteholder Pre-Petition Lender to assure that the Pledged Collateral is genuine or owned by any Exide or one of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5its Subsidiaries. The duties or and responsibilities of the Credit DIP Agent under this Section 5.5 5.4 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee Pre-Petition Agent for purposes of perfecting the Lien held by the TrusteePre-Petition Agent. (ed) The Credit DIP Agent shall not have by reason of the Noteholder Collateral Documents Pre-Petition Lender Security Agreement or this Intercreditor Agreement or any other document a fiduciary relationship in respect of the Trustee Pre-Petition Agent or any Noteholder and Pre-Petition Lender. (e) Upon the Trustee and payment in full of DIP Lender Claims, the Noteholders hereby waive and release the Credit DIP Agent from all claims and liabilities arising pursuant shall deliver to the Credit Agent's role under this Section 5.5, Pre-Petition Agent the Pledged Collateral together with any necessary endorsements (or otherwise allow such DIP Agent to obtain control of such Pledged Collateral) or as agent and bailee with respect to the Common Collaterala court of competent jurisdiction may otherwise direct.

Bailee for Perfection. (a) The Credit Agent agrees First Lien Lender and Second Lien Trustee each agree to hold or control that part of the Pledged Collateral that is part of the Common Collateral 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 taken to perfect a Lien thereon under the UCC or other applicable law (such Collateral being referred to as the “Pledged Collateral”), as bailee and as a non-fiduciary agent for Second Lien Trustee or First Lien Lender, as applicable (such bailment and agency being intended, among other things, to satisfy the Trustee requirements of Sections 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and any assignee 9-107 of the UCC), solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to under the Noteholder Security AgreementSecond Lien Documents or the First Lien Loan Documents, as applicable, subject to the terms and conditions of this Section 5.5. (b) The Credit Agent 5.4. 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 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 for the purposes of 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 order to perfect and secure both the First 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. Unless and until the Discharge of the First Lien Priority Obligations, Second Lien Trustee agrees to hold promptly notify First Lien Lender of any Pledged Collateral held by it or by any Second Lien Claimholders, and, immediately upon the Deposit Account Collateral that is part request of First Lien Lender at any time prior to the Discharge of the Common First Lien Priority Obligations, Second Lien Trustee agrees to deliver to First Lien Lender any such Pledged Collateral held by it or by any Second Lien Claimholders, together with any necessary endorsements (or otherwise allow First Lien Lender to obtain 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 controlled by the Credit Agent effect and has not been terminated, First Lien Lender shall continue to act as such a bailee and non-fiduciary agent for the Second Lien Trustee and any assignee (solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant under the Second Lien Documents and at the expense of Second Lien Trustee) with respect to the Noteholder Security Agreement, deposit account or securities account that is the subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1)such control agreement, until the earlier to occur of (x) 30 days after the date when the Discharge of Senior Lender Claims the First Lien Priority Obligations has occurred, and (y) the Credit Agent shall be entitled to deal with the Pledged Collateral date when a control agreement is executed in accordance with the terms favor of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not exist. The rights of the Second Lien Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this Agreementdeposit account or securities account. (db) The Credit Agent First Lien Lender shall have no obligation whatsoever to the Second Lien Trustee or any Noteholder Second Lien Claimholder to assure ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral person except as expressly set forth in this Section 5.55.4. Second Lien Trustee shall have no obligation whatsoever to First Lien Lender or any First Lien Claimholder to ensure that the Pledged Collateral is genuine or owned by any of 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 Credit Agent First Lien Lender under this Section 5.5 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee for and agent in accordance with this Section 5.4 and delivering the Pledged Collateral upon a Discharge of First Lien Priority Obligations as provided in paragraph (d) of this Section 5.4. The duties or responsibilities of Second Lien Trustee for purposes under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.4. The duties and responsibilities of perfecting the Lien held any third party bailee or agent shall be set forth in any collateral agency, servicing or other bailment agreement entered into by the Trusteesuch party. (ec) The Credit Agent First Lien Lender acting pursuant to this Section 5.4 shall not have by reason of the Noteholder First Lien Collateral Documents Documents, the Second Lien Collateral Documents, or this Agreement or any other document a fiduciary relationship in respect of the Second Lien Trustee or any Noteholder and the Second Lien Claimholder. Second Lien Trustee and the Noteholders hereby waive and release the Credit Agent from all claims and liabilities arising acting pursuant to the Credit Agent's role under this Section 5.55.4 shall not have by reason of the First Lien Collateral Documents, the Second Lien Collateral Documents, or this Agreement a fiduciary relationship in respect of First Lien Lender or First Lien Claimholder. (d) Upon the payment (or cash collateralization, as applicable) in full in cash of all First Lien Obligations, First Lien Lender shall deliver, or instruct any third party collateral agent and or bailee to deliver, the remaining Pledged Collateral (if any) together with respect any necessary endorsements, first, to Second Lien Trustee, or its agents or bailees as directed by Second Lien Trustee, to the Common extent Second Lien Obligations remain outstanding as confirmed in writing by Second Lien Trustee, and, to the extent that Second Lien Trustee confirms no Second Lien Obligations are outstanding, second, to Borrower to the extent no First Lien Obligations or Second Lien Obligations remain outstanding (in each case, so as to allow such person to obtain possession or control of such Pledged Collateral). At such time, First Lien Lender further agrees to take all other action reasonably requested by Second Lien Trustee at the expense of Borrower (including amending any outstanding control agreements) to enable Second Lien Trustee to obtain a first priority security interest in the Collateral.

Bailee for Perfection. (a) The Credit Senior Agent agrees to hold the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as bailee for the each Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security AgreementCollateral Documents, subject to the terms and conditions of this Section 5.5. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurred, the Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral Trustees shall at all times be subject to the terms of this AgreementAgreement and to the Senior Agent's rights under the Senior Lender Documents. (dc) The Credit Except as expressly set forth below, the Senior Agent shall have no obligation whatsoever to the any Trustee or any Noteholder including, without limitation, any obligation to assure that the Pledged Collateral is genuine or owned by any the Borrower or one of the Grantors its Subsidiaries or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Credit Senior Agent under this Section 5.5 shall be limited solely to physically holding the Pledged Collateral delivered to Senior Agent by the borrower or any Subsidiary as bailee for the Trustee Trustees for purposes of perfecting the Lien held by the Trusteesuch Trustees. (ed) The Credit Senior Agent shall not have by reason of the Noteholder Collateral Documents Security Agreement or this Agreement or any other document a fiduciary relationship in respect of the any Trustee or any Noteholder. (e) At the end of any First Lien Obligation Period, the Senior Agent shall deliver to the Collateral Trustee (or if no single Collateral Trustee then exists, to the representative of the Noteholders holding a majority in principal amount of Noteholder Claims then outstanding) the Pledged Collateral together with any necessary endorsements (or otherwise allow the Collateral Trustee (or such representative) to obtain control of such Pledged Collateral) or as a court of competent jurisdiction may otherwise direct. (f) The Senior Agent, on behalf of itself and the Senior Lenders, and each Trustee which is granted a Lien on any Controlled Account (as defined in the Guarantee and Collateral Agreement), on behalf of itself and the Noteholders, each hereby appoint ▇▇▇▇▇▇ Commercial Paper, Inc. as its collateral agent (in such capacity, together with any successor in such capacity appointed by the Senior Agent and each such Trustee, the "Account Agent") for the purpose of acting as the agent on behalf of the Senior Agent and each such Trustee with respect to each of the Controlled Accounts for purposes of the granting of a Lien on such Controlled Accounts to the Account Agent for the benefit of the Senior Agent and each such Trustee and for purposes of the perfection of such Lien, and the Account Agent hereby accepts such appointment. The Account Agent, the Senior Agent, on behalf of itself and the Senior Lenders, and each Trustee, on behalf of itself and the Noteholders, each hereby agrees that the Senior Agent shall have the sole and exclusive right and authority to give instructions to, and otherwise direct, the Account Agent under the Controlled Accounts or any Permitted Control Agreement (as defined in the Guarantee and Collateral Agreement) with respect to any Controlled Account during any First Lien Obligation Period and no Trustee nor any Noteholder will hinder, delay or interfere with the exercise of such rights by the Senior Agent in any respect except where the exercise of such rights conflicts with the provisions of this Agreement. At any time when no First Lien Obligation Period is in effect, the Account Agent, the Senior Agent, on behalf of itself and the Senior Lenders, and each Trustee, on behalf of itself and the Noteholders, each hereby agrees that the Collateral Trustee (or if no single Collateral Trustee then exists, the representative of the Noteholders holding a majority in principal amount of Noteholder Claims then outstanding) shall have the sole and exclusive right and authority to give instructions to, and otherwise direct, the Account Agent under the Controlled Accounts or any Permitted Control Agreement (as defined in the Guarantee and Collateral Agreement) with respect to any Controlled Account and the Senior Agent and the Senior Lenders will not hinder, delay or interfere with the exercise of such rights by such Collateral Trustee (or such representative) in any respect except where the exercise of such rights conflicts with the provisions of this Agreement. The Senior Agent and each Trustee hereby waive acknowledge that the Account Agent will obtain "control" under the UCC over each Controlled Account as contemplated by the Senior Lender Collateral Documents and release the Credit Noteholder Collateral Documents for the benefit of both the Senior Agent from all claims and liabilities arising the Trustees pursuant to the Credit Agent's role under this Section 5.5Permitted Control Agreement relating to each respective Controlled Account. The Borrower hereby agrees to pay, as agent reimburse, indemnify and bailee with respect hold harmless the Account Agent to the Common Collateralsame extent and on the same terms that the Borrower is required to do so the Senior Agent in accordance with Section 9.03 of the Senior Credit Agreement (or any substantially similar successor provision).

Bailee for Perfection. (a) The Until the Discharge of Senior Lender Claims has occurred, Credit Agent agrees to hold the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as agent and bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security AgreementCollateral Documents, subject to the terms and conditions of this Section 5.5. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until Until the Discharge of Senior Lender Claims has occurred, the Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens of the Trustee under the Noteholder Collateral Documents did not exist. The Until the Discharge of Senior Lender Claims has occurred, the rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this AgreementAgreement and to the Credit Agent’s rights under the Senior Lender Documents. (dc) The Credit Agent shall have no obligation whatsoever to the Trustee or any Noteholder to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Credit Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as agent and bailee for the Trustee for purposes of perfecting the Lien held by the Trustee. (ed) The Credit Agent shall not have by reason of the Noteholder Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of the Trustee or any Noteholder and Noteholder. (e) Upon the Trustee and the Noteholders hereby waive and release Discharge of Senior Lender Claims, the Credit Agent from all claims and liabilities arising pursuant shall deliver to the Credit Agent's role under this Section 5.5, Trustee the remaining Pledged Collateral (if any) together with any necessary endorsements (or otherwise allow the Trustee to obtain control of such Pledged Collateral) or as agent and bailee with respect to the Common Collaterala court of competent jurisdiction may otherwise direct.

Bailee for Perfection. (a) The Credit Each Senior Collateral Agent agrees to hold the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as bailee or agent for the Trustee each Junior Collateral Agent and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Agreementapplicable Junior Obligations Collateral Documents, subject to the terms and conditions of this Section 5.5. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1)herein, until the applicable Discharge of Senior Lender Claims Obligations has occurred, the Credit applicable Senior Collateral Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the applicable Senior Lender Obligations Collateral Documents as if the Liens under the Noteholder Comparable Obligations Collateral Documents did not exist. The rights of the Trustee Junior Collateral Agents and the Noteholders with respect to such Pledged Collateral Junior Obligations Secured Parties shall at all times be subject to the terms of this AgreementAgreement and to the Senior Collateral Agent’s rights under the Senior Obligations Collateral Documents. (dc) The Credit No Senior Collateral Agent shall have no any obligation whatsoever to the Trustee any Junior Collateral Agent or any Noteholder Junior Obligations Secured Party to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Credit each Senior Collateral Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee Junior Collateral Agents for purposes of perfecting the Lien held by the Trusteesuch Junior Collateral Agents. (ed) The Credit No Senior Collateral Agent shall not have have, by reason of the Noteholder Junior Obligations Collateral Documents or this Agreement or any other document document, a fiduciary relationship in respect of the Trustee any Junior Collateral Agent or any Junior Obligations Secured Party. (e) Upon the applicable Discharge of Senior Obligations, (i) the applicable Senior Collateral Agent shall deliver (A) in the case of a Discharge of 2004 Noteholder and the Trustee and the Noteholders hereby waive and release Claims that constitutes a 2004 Notes First Lien Transition Date, to the Credit Agent from and, (B) in all claims other cases, to the applicable Junior Collateral Agent (or, if there is more than one applicable Junior Collateral Agent, the Junior Collateral Agent acting as agent or trustee in respect of the largest amount of Junior Obligations) the remaining Pledged Collateral (if any) together with any necessary endorsements (or otherwise cooperate to allow such Junior Collateral Agent to obtain control of such Pledged Collateral) or as a court of competent jurisdiction may otherwise direct and liabilities arising (ii) with respect to any Pledged Collateral that constitutes a deposit or other account, such Senior Collateral Agent shall, at the request of such Junior Collateral Agent, either (A) transfer all cash and other assets in such account to an account controlled by such Junior Collateral Agent or (B) cooperate with the Company and such Junior Collateral Agent (at the expense of the Company) in permitting control of such account to be transferred to such Junior Collateral Agent. Any Junior Collateral Agent vested with control of any Pledged Collateral pursuant to this clause (e) shall hold such Pledged Collateral as bailee for the other Junior Collateral Agent pursuant to the Credit Agent's role under terms of this Section 5.5. (f) Notwithstanding anything to the contrary in any Junior Obligations Collateral Document, in the event the terms of a Senior Obligations Collateral Document and a Junior Obligations Collateral Document each require the Company or any Subsidiary to (i) make payment in respect of any item of Common Collateral to, deliver any item of Common Collateral to or deposit any item of Common Collateral with, (ii) afford control over any item of Common Collateral to, (iii) register ownership of any item of Common Collateral in the name of or make an assignment of ownership of any Common Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Common Collateral, with instructions or orders from, or to treat, in respect of any item of Common Collateral, as agent and the entitlement holder, (v) hold any item of Common Collateral in trust for (to the extent such item of Common Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Common Collateral for the benefit of or subject to the control of or, in respect of any item of Common Collateral, to follow the instructions of, or (vii) grant a power of attorney with respect to any Common Collateral to, in any case, both the applicable Senior Collateral Agent and the applicable Junior Collateral Agent, the Company or such Subsidiary may, until the applicable Discharge of Senior Obligations has occurred (or, in the case of compliance with the Senior Lender Collateral Documents, until the 2004 Notes First Lien Transition Date), comply with such requirement under the Junior Obligations Collateral Document as it relates to such Common CollateralCollateral by taking such action under the applicable Senior Obligations Collateral Documents only.

Bailee for Perfection. (a) The Credit ABL Collateral Agent agrees to hold that part of the Pledged ABL Priority Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such ABL Priority Collateral being 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 agent for, the Trustee 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 such agent under all control agreements relating to the Pledged ABL Priority Collateral, in each case solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to under the Noteholder Security AgreementABL Credit Documents, the Term Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 5.5. (b) The Credit 3.4(f). Following the Discharge of ABL Obligations, the Term Collateral Agent agrees to hold the Deposit Account Pledged ABL Priority Collateral as collateral agent for the Term Secured Parties and as bailee for and, with respect to any collateral that is part cannot be perfected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Common Collateral and controlled by the Credit Agent for the Trustee Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to under the Noteholder Security AgreementTerm Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 5.5. 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 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. As security for the payment and performance in full of 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, (cx) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims ABL Obligations has occurred, the Credit ABL Collateral Agent shall be entitled to deal with the Pledged ABL Priority Collateral in accordance with the terms of the Senior Lender ABL Documents as if the Liens of the Term Collateral Agent under the Noteholder 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 Trustee Term Collateral Agent and the Noteholders with respect to such Pledged Notes Collateral Agent shall at all times be subject to the terms of this Agreement. (d) Agreement and to the ABL Collateral Agent’s rights under the ABL Documents. The Credit ABL Collateral Agent shall have no obligation whatsoever to any ABL Secured Party, the Trustee Term Collateral Agent, any Term Secured Party, the Notes Collateral Agent or any Noteholder Notes Secured Party to assure ensure that the Pledged ABL Priority Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.53.4(f). The duties or responsibilities of the Credit ABL Collateral Agent under this Section 5.5 3.4(f) shall be limited solely to holding the Pledged ABL Priority Collateral as bailee for 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 Trustee for purposes Notes Collateral Agent or any Notes Secured Party to ensure that the Pledged ABL Priority Collateral is genuine or owned by any of perfecting the Lien held by 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 Trustee. (eTerm 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 Credit ABL Collateral Agent acting pursuant to this Section 3.4(f) shall not have by reason of the Noteholder Collateral Documents or 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 Trustee Term Collateral Agent, any Term Secured Party, the Notes Collateral Agent or any Noteholder and the Trustee and the Noteholders hereby waive and release the Credit Notes Secured Party. The Term Collateral Agent from all claims and liabilities arising acting pursuant to the Credit Agent's role under this Section 5.53.4(f) shall not have by reason of the Term Security Documents, the Notes Security Documents, this Agreement or any other document a fiduciary relationship in respect of any Term Secured Party, the Notes Collateral Agent or any Notes Secured Party. Upon the Discharge of ABL Obligations under the ABL Documents to which the ABL Collateral Agent is a party, the ABL Collateral Agent shall deliver or cause to be delivered the remaining Pledged ABL Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary 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 control of such Pledged ABL Priority Collateral) and 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 competent jurisdiction may otherwise direct. Following the Discharge of ABL Obligations and 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 ABL Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary 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 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 any reason, any Term Obligations remain outstanding upon the Discharge of ABL Obligations, all rights of the ABL Collateral Agent hereunder and under the Term Security Documents, the ABL Security Documents or the Notes Security Documents (1) with respect to the Common delivery and control of 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 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 the Term Collateral Agent’s establishment and perfection 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. (ai) The Credit ABL Facility Agent agrees to hold that part of the Pledged ABL Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such ABL Collateral being 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 agent for, the Trustee Pari Passu Collateral Agents (on behalf of the respective Pari Passu Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Collateral, in each case solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to under the Noteholder Security AgreementABL Documents and the Pari Passu Documents, as applicable, subject to the terms and conditions of this Section 5.53.4(f). For the avoidance of doubt, the Pari Passu Collateral Agents hereby appoint the ABL Facility Agent as their agent solely for perfection of the Pari Passu Collateral Agents’ Liens in such deposit accounts, and the Pari Passu Collateral Agent accepts such appointment. As security for the payment and performance in full of 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 of the right, title and interest of such Grantor, in and to and under the Pledged ABL Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. (bii) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject Subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1)Agreement, until the Discharge of Senior Lender Claims ABL Obligations has occurred, the Credit ABL Facility Agent shall be entitled to deal with the Pledged ABL Collateral in accordance with the terms of the Senior Lender ABL Documents as if the Liens of the Pari Passu Collateral Agents under the Noteholder Collateral Pari Passu Security Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this Agreement. (diii) The Credit ABL Facility Agent shall have no obligation whatsoever to any ABL Secured Party, the Trustee Pari Passu Collateral Agents or any Noteholder Pari Passu Secured Party to assure ensure that the Pledged ABL Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.53.4(f). The duties or responsibilities of the Credit ABL Facility Agent under this Section 5.5 3.4(f) shall be limited solely to holding the Pledged ABL Collateral as bailee for or agent in accordance with this Section 3.4(f). The Pari Passu Collateral Agents shall have no obligation whatsoever to any Pari Passu Secured Party to ensure that the Trustee for purposes Pledged ABL Collateral is genuine or owned by any of perfecting the Lien held by 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 TrusteePari Passu Collateral Agents under this Section 3.4(f) shall be limited solely to holding the Pledged ABL Collateral as bailee or agent in accordance with this Section 3.4(f). (eiv) The Credit ABL Facility Agent acting pursuant to this Section 3.4(f) shall not have by reason of the Noteholder Collateral Documents or ABL Security Documents, the Pari Passu Security Documents, this Agreement or any other document a fiduciary relationship in respect of any ABL Secured Party, the Trustee Pari Passu Collateral Agents or any Noteholder and the Trustee and the Noteholders hereby waive and release the Credit Agent from all claims and liabilities arising Pari Passu Secured Party. The Pari Passu Collateral Agents acting pursuant to the Credit Agent's role under this Section 5.53.4(f) shall not have by reason of the Pari Passu Security Documents, this Agreement or any other document a fiduciary relationship in respect of any Pari Passu Secured Party, the ABL Facility Agent or any ABL Secured Party. (v) Upon the Discharge of ABL Obligations, the ABL Facility Agent shall deliver or cause to be delivered the remaining Pledged ABL Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements, to the extent permitted under applicable law (without recourse or warranty), first, to the Pari Passu Collateral Agents to the extent Pari Passu Lien Obligations remain outstanding, and second, to the applicable Grantor to the extent no ABL Obligations or Pari Passu Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged ABL Collateral) and will cooperate with the Pari Passu Collateral Agents, in assigning (without recourse to or warranty by the ABL Facility Agent or any ABL Secured Party or agent or bailee thereof) control over any other Pledged ABL Collateral under its control. The ABL Facility 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 Collateral or as a court of competent jurisdiction may otherwise direct. Following the Discharge of ABL Obligations and bailee upon the Discharge of Pari Passu Lien Obligations under the Pari Passu Documents to which the Pari Passu Collateral Agents are a party, the Pari Passu Collateral Agents shall deliver or cause to be delivered the remaining Pledged ABL Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements, to the extent permitted under applicable law, to the applicable Grantor, so as to allow such Person to obtain control of such Pledged ABL Collateral. (vi) Notwithstanding anything to the contrary herein, if, for any reason, any Pari Passu Lien Obligations remain outstanding upon the Discharge of ABL Obligations, all rights of the ABL Facility Agent hereunder and under the Pari Passu Security Documents or the ABL Security Documents (1) with respect to the Common delivery and control of any part of the ABL Collateral, and (2) to direct, instruct, vote upon or otherwise influence the maintenance or disposition of such ABL Collateral, shall immediately, and (to the extent permitted by law) without further action on the part of either of the Pari Passu Collateral Agents or the ABL Facility Agent, pass to the Pari Passu Collateral Agents, who shall thereafter hold such rights for the benefit of the Pari Passu Secured Parties. Each of the ABL Facility Agent and the Grantors agrees that it will, if any Pari Passu Lien Obligations remain outstanding upon the Discharge of ABL Obligations, take any other action required by any law or reasonably requested by the Pari Passu Collateral Agents, in connection with the Pari Passu Collateral Agents’ establishment and perfection of a First Priority security interest in the ABL Collateral. (vii) Notwithstanding anything to the contrary contained herein, if for any reason, prior to the Discharge of Pari Passu Lien Obligations, the ABL Facility Agent acquires possession of any Pledged Notes Collateral or the ABL Facility 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 Collateral, provided that as soon as is practicable the ABL Facility Agent shall deliver or cause to be delivered such Pledged Notes Collateral to the Pari Passu Collateral Agents in a manner otherwise consistent with the requirements of preceding clause (v).

Bailee for Perfection. (a) The Credit Priority Lien Collateral Agent agrees to shall hold the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as bailee for the Trustee and any assignee Note Collateral Agent solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Note Security AgreementDocuments, subject to the terms and conditions of this Section 5.5Agreement; provided that, solely for purposes of perfecting Liens in cash collateral accounts, deposit accounts, electronic chattel paper and letter of credit rights included in the Collateral, the Priority Lien Collateral Agent agrees to act as agent for the Note Collateral Agent. The Priority Lien Collateral Agent and Note Collateral Agent agree that if the Priority Lien Collateral Agent shall enter into a control agreement with respect to any security account or deposit account, the Note Collateral Agent will be given notice by the Company and may also become a party thereto in order to perfect its security interest in such accounts. If and to the extent such control agreements provide for the right of either the Priority Lien Collateral Agent or the Note Collateral Agent to give notice or direction to the depository or intermediary, as applicable, with respect to such accounts, the Note Collateral Agent hereby agrees that it will not give any such notice or direction to any such depository or intermediary unless and until all Priority Lien Obligations have been Discharged. Borrowers and the Note Collateral Agent agree to exercise reasonable efforts to name or otherwise establish the Note Collateral Agent as secondary collateral agent with respect to Collateral upon which Liens are perfected by means other than notice. The Priority Lien Collateral Agent agrees to reasonably cooperate with any specific requests made by Borrowers in the event that the consent of the Priority Lien Collateral Agent may be required in connection therewith. (b) The Credit Agent agrees to hold the Deposit Account Collateral So long as any Priority Lien Obligations exist that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurredhave not been Discharged, the Credit Priority Lien Collateral Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Priority Lien Documents as if the Liens under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this Agreement. (dc) The Credit Priority Lien Collateral Agent shall not have no any obligation whatsoever to Note Collateral Agent, the Trustee or the Holders of any Noteholder Notes or other Note Lien Obligations to assure that the Pledged Collateral is genuine or owned by any of the Grantors Grantor or otherwise or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.53.15. The duties or responsibilities of the Credit Priority Lien Collateral Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee for purposes of perfecting the Lien held by the Trustee. (e) The Credit Agent shall not have by reason of the Noteholder Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of the Trustee or any Noteholder and the Trustee and the Noteholders hereby waive and release the Credit Agent from all claims and liabilities arising pursuant to the Credit Agent's role under this Section 5.5, as agent and bailee with respect to the Common Collateral.this

Bailee for Perfection. (a) The Credit Each of the Agents (other than the Revolving Collateral Agent with respect to ABL Priority Collateral in the case of any Crack Spread Hedging Secured Party) agrees to hold that part of the Pledged Collateral that is part of the Common Collateral in its possession or control (control, or in the possession or control of its agents or bailees) bailees (such Collateral being called the “Pledged Collateral”), as collateral agent for its Related Secured Parties and as gratuitous bailee for the Trustee Agent of the other Class (such bailment being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and any assignee 9-313(c) of the UCC) solely for the purpose of perfecting the security interest granted in under the Credit Documents of such Pledged Collateral pursuant to the Noteholder Security Agreementother Class, subject to the terms and conditions of this Section 5.5Section. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurred, the Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this Agreement. (d) The Credit No Agent shall have no any obligation whatsoever to its Related Secured Parties or to any Secured Party of the Trustee or any Noteholder other Class to assure ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5Section. The duties or responsibilities of any Agent to any Secured Party of the Credit Agent other Class under this Section 5.5 shall be limited solely to holding the Pledged Collateral in its possession or under its control as gratuitous bailee for in accordance with this Section and delivering such Pledged Collateral upon the Trustee for purposes Discharge of perfecting Obligations of the Lien held by the Trusteeapplicable Class as provided in Section 4.03. (ec) The Credit No Agent acting pursuant to this Section shall not have by reason of the Noteholder Collateral Documents or any Credit Document, this Agreement or any other document or agreement a fiduciary relationship in respect any Secured Party or any liability to any Secured Party, absent gross negligence or willful misconduct on the part of such Agent, as determined by a final, non-appealable judgment of a court of competent jurisdiction. (d) Subject to the terms of this Agreement, so long as the Discharge of Obligations of the Trustee applicable Class has not occurred, each Agent shall be entitled to deal with the Pledged Collateral or any Noteholder other Collateral within its “control” in accordance with the terms of this Agreement and the Trustee and Credit Documents of the Noteholders hereby waive and release applicable Class. Upon the Credit Discharge of such Obligations, such Agent from all claims and liabilities arising pursuant to shall, at the Credit Agent's role under this Section 5.5expense of the Grantors, take such other actions as agent and bailee are reasonably requested by the Grantors or other Agent in connection with respect to the Common such other Agent obtaining a first-priority interest in, or possession or control, of such Pledged Collateral or such other Collateral.

Bailee for Perfection. (a) The Credit Agent Bank One agrees to hold the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder New Note Security Agreement, subject to the terms and conditions of this Section 5.5Sections 2 and 3. (b) The Credit Agent agrees to hold Until the Deposit Account Collateral that is part discharge in full of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Bank One Senior Lender Claims Obligations has occurred, the Credit Agent Bank One shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents Bank One Restated Secured Loan Agreement and Mortgages as if the Liens under security interests and/or liens of the Noteholder Collateral Documents Trustee did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this AgreementAgreement and to Bank One's rights under the Bank One Restated Secured Loan Agreement and Mortgages. (dc) The Credit Agent Bank One shall have no obligation whatsoever to the Trustee or any Noteholder New Note Holder to assure that the Pledged Collateral is genuine or owned by any of the Grantors Borrowers or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5Sections 2 and 3. The duties or responsibilities of the Credit Agent Bank One under this Section 5.5 3 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee for purposes of perfecting the Lien lien held by the Trustee. (ed) The Credit Agent Bank One shall not have by reason of the Noteholder Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of the Trustee or any Noteholder New Note Holder. (e) Upon the payment in full of the Bank One Senior Obligations and the Trustee and the Noteholders hereby waive and release the Credit Agent from all claims and liabilities arising pursuant termination of any other obligation of Bank One to advance funds to any Borrower, Bank One shall deliver to the Credit Agent's role under this Section 5.5, Trustee the remaining Pledged Collateral (if any) together with any necessary endorsements (or otherwise allow the Trustee to obtain control of such Pledged Collateral) or as agent and bailee with respect to the Common Collaterala court of competent jurisdiction may otherwise direct.

Bailee for Perfection. 5.1 Each Lender as Bailee. (a) The Credit Each of ABL Lender and Collateral Agent (each, for purposes of this Section 5, an “Agent”) agrees to hold the Pledged any ABL Collateral that is part can be perfected or the priority of the Common Collateral in its possession or control (or in which can be enhanced by the possession or control of its 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 fact in the possession or under the control of an Agent, or of agents or bailees) bailees of such Agent (such ABL Collateral being referred to herein as the “Pledged ABL Collateral”), as bailee and agent for and on behalf of the Trustee and any assignee other Agent solely for the purpose of perfecting the security interest Lien granted to the 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 Noteholder Security AgreementDocuments, as applicable, subject to the terms and conditions of this Section 5.55. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until Until the Discharge of Senior Lender Claims Priority Debt has occurred, the Credit Agent ABL Lender shall be entitled to deal with the Pledged ABL Collateral in accordance with the terms of the Senior Lender ABL Documents as if the Liens under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this AgreementIntercreditor Agreement and to the Borrowers’ rights under the ABL Documents. (dc) The Credit Each of ABL Lender and Collateral Agent shall have no obligation whatsoever to the Trustee other Agent or any Noteholder other Secured Party to assure that the Pledged ABL Collateral is genuine or owned by any of the Grantors Borrowers or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.55. The duties or responsibilities of the Credit each of ABL Lender and Collateral Agent under this Section 5.5 5 shall be limited solely to holding the Pledged ABL Collateral as bailee and agent for and on behalf of the Trustee other Agent for purposes of perfecting or enhancing the priority of the Lien held by the Trusteeother Agent. (ed) The Credit Each of ABL Lender and Collateral Agent shall not have by reason of the ABL Documents, the Noteholder Collateral Documents or this Intercreditor Agreement or any other document a fiduciary relationship in respect of the Trustee other Agent or any Noteholder of the other Secured Parties and the Trustee and the Noteholders hereby waive and release the Credit Agent from all claims and liabilities arising pursuant shall not have any liability to the Credit Agent's role under this Section 5.5other Agent or any other Secured Party in connection with its holding the Pledged ABL Collateral, other than for its gross negligence or willful misconduct as agent and bailee with respect to the Common Collateraldetermined by a final, non-appealable order of a court of competent jurisdiction.

Bailee for Perfection. (a) The Credit Agent agrees to hold Solely for purposes of perfecting the Pledged Collateral that is part Parity Liens of the Common Parity Lien Collateral Agent in its possession or control (or any portion of the Collateral in the possession of the Priority Lien Agent (or control of its agents or bailees) as part of the Collateral securing the Priority Lien Obligations including any instruments, negotiable documents, tangible chattel paper, certificated securities or money, the Priority Lien Agent and the Priority Lien Representatives acknowledge that the Priority Lien Agent also holds that property as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part benefit of the Common Parity Lien Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for benefit of the purpose holders of perfecting Parity Lien Obligations. Notwithstanding the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurredforegoing, the Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall at all times be subject to the terms of this Agreement. (d) The Credit Priority Lien Agent shall have no obligation whatsoever to the Trustee Parity Lien Collateral Agent or any Noteholder holders of Parity Lien Obligations to assure ensure that the Pledged Collateral securing the Priority Lien Obligations is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5Pledgors. The duties or responsibilities of the Credit Priority Lien Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral securing the Priority Lien Obligations as bailee and agent for perfection for the Trustee benefit of the Parity Lien Collateral Agent and the holders of Parity Lien Obligations and their successors and assigns, which duty and responsibility the Priority Lien Agent shall fulfill using the same degree of care with respect thereto as it uses for similar property pledged to it as collateral for indebtedness of others to the Priority Lien Agent, and the Priority Lien Agent shall have no liability in connection therewith except for its gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. (b) Conversely, solely for purposes of perfecting the Priority Liens of the Priority Lien held by Agent in any portion of the Trustee. Collateral which may be in the possession of the Parity Lien Collateral Agent (eor its agents or bailees) The Credit as part of the Collateral securing the Parity Lien Obligations including, without limitation, any instruments, negotiable documents, tangible chattel paper, certificated securities or money, the Parity Lien Collateral Agent and the Parity Lien Representatives acknowledge that the Parity Lien Collateral Agent also holds that property as bailee for the benefit of the Priority Lien Agent for the benefit of the holders of Priority Lien Obligations. Notwithstanding the foregoing, the Parity Lien Collateral Agent shall not have no obligation whatsoever to the Priority Lien Agent or any holders of Priority Lien Obligations to ensure that the Collateral securing the Parity Lien Obligations is genuine or owned by reason any of the Noteholder Collateral Documents Pledgors. The duties or this Agreement or any other document a fiduciary relationship in respect responsibilities of the Trustee or any Noteholder and the Trustee and the Noteholders hereby waive and release the Credit Parity Lien Collateral Agent from all claims and liabilities arising pursuant to the Credit Agent's role under this Section 5.5shall be limited solely to holding the Collateral securing the Parity Lien Obligations as bailee and agent for perfection for the benefit of the Priority Lien Agent and the holders of Priority Lien Obligations and their successors and assigns, as agent which duty and bailee responsibility the Parity Lien Collateral Agent shall fulfill using the same degree of care with respect thereto as it uses for similar property pledged to it as collateral for indebtedness of others to the Common CollateralParity Lien Collateral Agent, and the Parity Lien Collateral Agent shall have no liability in connection therewith except for its gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction.