Common use of Bailee for Perfection Clause in Contracts

Bailee for Perfection. (a) The First Lien Agent agrees to hold, maintain control of, or be listed as a secured party on any certificate of title with respect to, the Pledged Collateral that is (x) part of the Collateral in its possession or control or with respect to which it is listed as a secured party (or in the possession or control of an agent or bailee of the First Lien Agent or with respect to which an agent of the First Lien Agent is listed as a secured party), including control of any deposit account or securities account (as such terms are defined in the UCC) pursuant to an agreement to which the First Lien Agent is a party, as agent for the First Lien Claimholders and as bailee for the Second Lien Agent and any assignee (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the UCC) solely for the purpose of perfecting the security interest granted under the First Lien Credit Documents and the Second Lien Credit Documents, subject to the terms and conditions of this Section 5.5. (b) Except to the extent otherwise provided for herein and until the Discharge of First Lien Obligations has occurred, the First Lien Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First Lien Credit Documents as if the Liens of the Second Lien Agent under the Second Lien Collateral Documents did not exist. The rights of the Second Lien Agent shall at all times be subject to the terms of this Agreement and to the First Lien Agent’s rights under the First Lien Credit Documents. (c) The First Lien Agent shall have no duties or obligation whatsoever to the First Lien Claimholders, the Second Lien Agent or any Second Lien Claimholder of any kind, including any obligation to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person, except to hold the Pledged Collateral as bailee in accordance with this Section 5.5, and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the Second Lien Agent and each Second Lien Claimholder waives and releases the First Lien Agent and each of the other First Lien Claimholders from, and hereby indemnifies and agrees to hold harmless the First Lien Agent and each of the other First Lien Claimholders against, all claims and liabilities arising as a result of or in connection with the First Lien Agent’s role as bailee for the Second Lien Agent with respect to the Pledged Collateral. (d) The First Lien Agent shall not have by reason of the First Lien Collateral Documents, the Second Lien Collateral Documents, this Agreement or any other document a fiduciary relationship in respect of the First Lien Claimholders, the Second Lien Agent or any Second Lien Claimholder. (e) Promptly upon the Discharge of the First Lien Obligations, the First Lien Agent shall deliver and relinquish control of, and authorize its removal as secured party from any certificates of title with respect to, the remaining Pledged Collateral (if any), without recourse, representation or warranty (other than a representation of the First Lien Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such Pledged Collateral), together with any necessary endorsements, first, to or upon the direction of the Second Lien Agent to the extent the Second Lien Obligations remain outstanding, and second to the First Lien Lender for application to the First Lien Excluded Excess Obligations and third to the applicable Grantor to the extent no First Lien Obligations, Second Lien Obligations or First Lien Excluded Excess Obligations (as defined in the definition of “First Lien Obligations”) remain outstanding. The First Lien Agent further agrees to take all other action reasonably requested by the Second Lien Agent in connection with the Second Lien Agent obtaining a first priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct; provided however that the First Lien Agent shall not be required to take any such action requested by the Second Lien Agent that the First Lien Agent in good faith believes exposes it to personal liability for expenses or other amounts unless the First Lien Agent receives an indemnity satisfactory to it from the Second Lien Agent or Second Lien Claimholders with respect to such action.

Bailee for Perfection. (ai) The First Lien ABL Agent agrees to hold, maintain control of, or be listed as a secured party on any certificate hold that part of title with respect to, the Pledged ABL Priority Collateral that is (x) part of the Collateral in its possession or control or with respect to which it is listed as a secured party (or in the possession or control of an agent its agents or bailee of bailees) to the First extent that possession or control thereof is taken to perfect a Lien Agent thereon under the UCC or with respect to which an agent of any other applicable law (such ABL Priority Collateral being the First Lien Agent is listed “Pledged ABL Priority Collateral”) as a secured party), including control of any deposit account or securities account (as such terms are defined in the UCC) pursuant to an agreement to which the First Lien Agent is a party, as collateral agent for the First Lien Claimholders ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Second Lien Agent Term Representative (on behalf of the Term Secured Parties) and any assignee (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) thereof solely for the purpose of perfecting the security interest granted under the First Lien ABL Credit Documents and the Second Lien Credit Term Documents, respectively, subject to the terms and conditions of this Section 5.53.4(e). (bii) Except Subject to the extent otherwise provided for herein and terms of this Agreement, until the Discharge of First Lien ABL Obligations has occurred, the First Lien ABL Agent shall be entitled to deal with the Pledged ABL Priority Collateral in accordance with the terms of the First Lien Credit ABL Documents as if the Liens of the Second Lien Agent Term Representatives under the Second Lien Collateral Term Security Documents did not exist. The rights of the Second Lien Agent Term Representatives shall at all times be subject to the terms of this Agreement and to the First Lien ABL Agent’s rights under the First Lien Credit ABL Documents. (ciii) The First Lien ABL Agent shall have no duties or obligation whatsoever to the First Lien Claimholders, the Second Lien Agent Term Representatives or any Second Lien Claimholder of any kind, including any obligation other Term Secured Party to assure ensure that the Pledged ABL Priority Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person, Person except as expressly set forth in this Section 3.4(e). The duties or responsibilities of ABL Agent under this Section 3.4(e) shall be limited solely to hold holding the Pledged ABL Priority Collateral as bailee or agent in accordance with this Section 5.5, and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the Second Lien Agent and each Second Lien Claimholder waives and releases the First Lien Agent and each of the other First Lien Claimholders from, and hereby indemnifies and agrees to hold harmless the First Lien Agent and each of the other First Lien Claimholders against, all claims and liabilities arising as a result of or in connection with the First Lien Agent’s role as bailee for the Second Lien Agent with respect to the Pledged Collateral3.4(e). (div) The First Lien ABL Agent acting pursuant to this Section 3.4(e) shall not have by reason of the First Lien Collateral ABL Security Documents, the Second Lien Collateral Term Security Documents, this Agreement or any other document a fiduciary relationship in respect of the First Lien Claimholders, the Second Lien Agent Term Representatives or any Second Lien Claimholderother Term Secured Party. (ev) Promptly upon Upon the Discharge of the First Lien ObligationsABL Obligations under the ABL Documents, the First Lien ABL Agent shall deliver and relinquish control of, and authorize its removal as secured party from any certificates of title with respect to, or cause to be delivered the remaining Pledged ABL Priority Collateral (if any), without recourse, representation ) in its possession or warranty (other than a representation in the possession of the First Lien Agent that it has not otherwise sold, assigned, transferred its agents or pledged any right, title or interest in and to such Pledged Collateral)bailees, together with any necessary endorsements, first, to or upon the direction of the Second Lien Agent Designated Term Representative to the extent the Second Lien Term Obligations remain outstanding, and second to the First Lien Lender for application to the First Lien Excluded Excess Obligations and third second, to the applicable Grantor (in each case, so as to allow such Person to obtain control of such Pledged ABL Priority Collateral) and will cooperate with the extent no First Lien Obligations, Second Lien Obligations Designated Term Representative in assigning (without recourse to or First Lien Excluded Excess Obligations (as defined in the definition of “First Lien Obligations”warranty by ABL Agent or any other ABL Secured Party or agent or bailee thereof) remain outstandingcontrol over any other Pledged ABL Priority Collateral under its control. The First Lien ABL Agent further agrees to take all other action reasonably requested by such Person (at the Second Lien Agent sole cost and expense of Grantors or such Person) in connection with the Second Lien Agent such Person obtaining a first priority interest in the Pledged ABL Priority Collateral or as a court of competent jurisdiction may otherwise direct; provided however that . (vi) Notwithstanding anything to the First Lien contrary herein, if, for any reason, any Term Obligations remain outstanding upon the Discharge of the ABL Obligations, all rights of ABL Agent shall not be required to take any such action requested by hereunder and under the Second Lien Agent that Term Security Documents or the First Lien Agent in good faith believes exposes it to personal liability for expenses or other amounts unless the First Lien Agent receives an indemnity satisfactory to it from the Second Lien Agent or Second Lien Claimholders ABL Security Documents (A) with respect to the delivery and control of any part of the ABL Priority Collateral, and (B) to direct, instruct, vote upon or otherwise influence the maintenance or Disposition of such actionABL Priority Collateral, shall immediately, and (to the extent permitted by law) without further action on the part of either of the Term Representatives or ABL Agent, pass to the Designated Term Representative, who shall thereafter hold such rights for the benefit of the Term Secured Parties. Each of ABL Agent and the Grantors agrees that it will, if any Term Obligations remain outstanding upon the Discharge of the ABL Obligations, take any other action required by any law or reasonably requested by any Term Representative in connection with such Term Representative’s establishment and perfection of a First Priority security interest in the ABL Priority Collateral, at the expense of the Grantors, or, if not paid by the Grantors, such Term Representative, subject in all cases to any Term Permitted Liens and to Section 3.4(f). (vii) Notwithstanding anything to the contrary contained herein, if for any reason, prior to the Discharge of the Term Obligations, ABL Agent acquires possession of any Pledged Term Priority Collateral, ABL Agent shall hold the same as bailee and/or agent to the same extent as is provided in the preceding clause (i) with respect to Pledged ABL Priority Collateral, provided that as soon as is practicable ABL Agent shall deliver or cause to be delivered such Pledged Term Priority Collateral to the Designated Term Representative in a manner otherwise consistent with the requirements of the preceding clause (v).

Bailee for Perfection. (a) The First Lien Collateral Agent agrees to hold, maintain control of, or be listed hold as a secured party on any certificate of title with respect to, the Pledged Collateral bailee that is (x) part of the Collateral that is in its possession or control or with respect to which it is listed as a secured party (or in the possession or control of an agent its agents or bailee 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”) for the benefit of and on behalf of the First Lien Agent or with respect to which an agent of the First Lien Agent is listed as a secured party)Secured Parties, including control of any deposit account or securities account (as such terms are defined in the UCC) pursuant to an agreement to which the First Lien Agent is a party, as agent for the First Lien Claimholders and as bailee for the Second Lien Collateral Agent and the Second Lien Secured Parties and any assignee (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the UCC) solely for the purpose of perfecting the security interest granted under the First Lien Credit Documents and the Second Lien Credit Documents, subject to the terms and conditions of this Section 5.5, such agreement being intended to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the UCC. (b) Except Subject to the extent otherwise provided for herein and terms of this Agreement, until the Discharge of First Lien Obligations has occurred, the First Lien Collateral Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First Lien Credit Documents as if the Liens of the Second Lien Collateral Agent under the Second Lien Collateral Security Documents did not exist. The rights of the Second Lien Collateral Agent shall at all times be subject to the terms of this Agreement and to the First Lien Collateral Agent’s rights under the First Lien Credit Documents. (c) The First Lien Collateral Agent shall have no duties or obligation whatsoever to the First Lien Claimholders, Secured Parties and the Second Lien Collateral Agent or any other Second Lien Claimholder of any kind, including any obligation Secured Party to assure ensure that the Pledged Collateral is genuine or owned by any of the Grantors Pledgors or to preserve rights or benefits of any Person, Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the First Lien Collateral Agent under this Section 5.5 shall be limited solely to hold holding the Pledged Collateral as bailee for the benefit of and on behalf of the First Lien Secured Parties and the Second Lien Collateral Agent and any permitted assignee in accordance with this Section 5.5, and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the Second Lien Agent and each Second Lien Claimholder waives and releases the First Lien Agent and each of the other First Lien Claimholders from, and hereby indemnifies and agrees to hold harmless the First Lien Agent and each of the other First Lien Claimholders against, all claims and liabilities arising as a result of or in connection with the First Lien Agent’s role as bailee for the Second Lien Agent with respect to the Pledged Collateral. (d) The First Lien Collateral Agent acting pursuant to this Section 5.5 shall not have by reason of the First Lien Collateral Security Documents, the Second Lien Collateral Security Documents, this Agreement or any other document or theory a fiduciary relationship in respect of the First Lien ClaimholdersSecured Parties, the Second Lien Collateral Agent or any other Second Lien ClaimholderSecured Party. (e) Promptly upon Upon the Discharge of the First Lien Obligations, the First Lien Collateral Agent shall deliver and relinquish control of, and authorize its removal as secured party from any certificates of title with respect to, the remaining Pledged Collateral (if any), without recourse, representation or warranty (other than a representation of the First Lien Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such Pledged Collateral), ) together with any necessary endorsements, first, to or upon the direction of the Second Lien Collateral Agent to the extent the Second Lien Obligations remain outstanding, and second second, to the First Lien Lender for application to the First Lien Excluded Excess Obligations and third to the applicable Grantor Company to the extent no First Lien Obligations, Obligations or Second Lien Obligations or First Lien Excluded Excess Obligations remain outstanding (in each case, so as defined in the definition to allow such Person to obtain control of “First Lien Obligations”) remain outstandingsuch Pledged Collateral). The First Lien Collateral Agent further agrees to take all other action reasonably requested by the Second Lien Agent such Person in connection with the Second Lien Agent such Person obtaining a first first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct; provided however that the First Lien Agent shall not be required to take any such action requested by the Second Lien Agent that the First Lien Agent in good faith believes exposes it to personal liability for expenses or other amounts unless the First Lien Agent receives an indemnity satisfactory to it from the Second Lien Agent or Second Lien Claimholders with respect to such action.

Bailee for Perfection. (ai) The First Lien Each Pari Passu Collateral Agent agrees to hold, maintain control of, or be listed as a secured party on any certificate hold that part of title with respect to, the Pledged Notes Collateral that is (x) part of the Collateral in its possession or control or with respect to which it is listed as a secured party (or in the possession or control of an 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”) first as collateral agent or for the Pari Passu Secured Parties and second as bailee of the First Lien Agent or for and, with respect to which an agent of the First Lien Agent is listed as a secured party), including control of any deposit account or securities account (as collateral that cannot be perfected in such terms are defined in the UCC) pursuant to an agreement to which the First Lien Agent is a partymanner, as agent for for, the First Lien Claimholders and as bailee for ABL Facility Agent (on behalf of the Second Lien Agent ABL Secured Parties) and any assignee (thereof and act as such bailment being intendedagent under all control agreements relating to the Pledged Notes Collateral, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the UCC) in each case solely for the purpose of perfecting the security interest granted under the First Lien Credit Pari Passu Documents and the Second Lien Credit ABL Documents, as applicable, subject to the terms and conditions of this Section 5.52.4(f). Following the Discharge of Pari Passu Lien Obligations, the ABL Facility Agent agrees to hold the Pledged Notes Collateral as collateral agent for the ABL Secured Parties, subject to the terms and conditions of this Section 2.4(f). As security for the payment and performance in full of all the ABL Obligations each Grantor hereby grants to the Pari Passu Collateral Agents 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 Notes Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. (bii) Except Subject to the extent otherwise provided for herein and terms of this Agreement, until the Discharge of First Pari Passu Lien Obligations has occurred, the First Lien Agent Pari Passu Collateral Agents shall be entitled to deal with the Pledged Notes Collateral in accordance with the terms of the First Lien Credit Pari Passu Documents as if the Liens of the Second Lien ABL Facility Agent under the Second Lien Collateral ABL Security Documents did not exist. The rights of the Second Lien Agent shall at all times be subject to the terms of this Agreement and to the First Lien Agent’s rights under the First Lien Credit Documents. (ciii) The First Lien Agent Pari Passu Collateral Agents shall have no duties or obligation whatsoever to the First Lien Claimholdersany Pari Passu Secured Party, the Second Lien ABL Facility Agent or any Second Lien Claimholder of any kind, including any obligation ABL Secured Party to assure ensure that the Pledged Notes Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person, Person except as expressly set forth in this Section 2.4(f). The duties or responsibilities of the Pari Passu Collateral Agents under this Section 2.4(f) shall be limited solely to hold holding the Pledged Notes Collateral as bailee or agent in accordance with this Section 5.5, and, except for gross negligence 2.4(f) and the Pari Passu Security Documents until delivery of such Pledged Notes Collateral to the ABL Facility Agent in accordance with Section 2.4(f)(v). The ABL Facility Agent shall have no obligation whatsoever to any ABL Secured Party to ensure that the Pledged Notes Collateral is genuine or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the Second Lien Agent and each Second Lien Claimholder waives and releases the First Lien Agent and each owned by any of the other First Lien Claimholders from, and hereby indemnifies and agrees Grantors or to hold harmless the First Lien Agent and each preserve rights or benefits of any Person except as expressly set forth in this Section 2.4(f). The duties or responsibilities of the other First Lien Claimholders against, all claims and liabilities arising as a result of or in connection with ABL Facility Agent under this Section 2.4(f) shall be limited solely to holding the First Lien Agent’s role Pledged Notes Collateral as bailee for the Second Lien Agent or agent in accordance with respect to the Pledged Collateralthis Section 2.4(f). (div) The First Lien Agent Pari Passu Collateral Agents acting pursuant to this Section 2.4(f) shall not have by reason of the First Lien Collateral Pari Passu Security Documents, the Second Lien Collateral ABL Security Documents, this Agreement or any other document a fiduciary relationship in respect of the First Lien Claimholdersrelated Pari Passu Secured Party, the Second Lien ABL Facility Agent or any Second Lien ClaimholderABL Secured Party. The ABL Facility Agent acting pursuant to this Section 2.4(f) shall not have by reason of the 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 Pari Passu Collateral Agent or any Pari Passu Secured Party. (ev) Promptly upon Upon the Discharge of the First Pari Passu Lien Obligations, the First Lien Agent Pari Passu Collateral Agents shall deliver and relinquish control of, and authorize its removal as secured party from any certificates of title with respect to, or cause to be delivered the remaining Pledged Notes Collateral (if any), without recourse, representation ) in its possession or warranty (other than a representation in the possession of the First Lien Agent that it has not otherwise sold, assigned, transferred its agents or pledged any right, title or interest in and to such Pledged Collateral)bailees, together with any necessary endorsements, to the extent permitted under applicable law and upon request of the ABL Facility Agent (without recourse or warranty), any ABL Secured Party or any Grantor, first, to or upon the direction of the Second Lien ABL Facility Agent to the extent the Second Lien ABL Obligations remain outstanding, and second to the First Lien Lender for application to the First Lien Excluded Excess Obligations and third second, to the applicable Grantor to the extent no First Lien Obligations, Second Pari Passu Lien Obligations or First Lien Excluded Excess ABL Obligations remain outstanding (in each case, so as defined to allow such Person to obtain control of such Pledged Notes Collateral) and will cooperate with the ABL Facility Agent, in the definition of “First Lien Obligations”assigning (without recourse to or warranty by any Pari Passu Collateral Agent or any Pari Passu Secured Party or agent or bailee thereof) remain outstandingcontrol over any other Pledged Notes Collateral under its control. The First Lien Agent Pari Passu Collateral Agents further agrees agree to take all other action reasonably requested by the Second Lien Agent such Person in connection with the Second Lien Agent such Person obtaining a first priority interest in the Pledged Notes Collateral or as a court of competent jurisdiction may otherwise direct; provided however that . Following the First Discharge of Pari Passu Lien Obligations and upon the Discharge of ABL Obligations under the ABL Documents to which the ABL Facility Agent is a party, the ABL Facility Agent shall not deliver or cause to be required delivered the remaining Pledged Notes 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 Notes Collateral. In determining whether all ABL Obligations or Pari Passu Lien Obligations have been discharged for purposes of this Section 2.4(f)(v), the Pari Passu Collateral Agent shall be entitled to rely on a certification of an authorized officer of the Parent Borrower. (vi) Notwithstanding anything to the contrary herein, if, for any reason, any ABL Obligations remain outstanding upon the Discharge of Pari Passu Lien Obligations, all rights of the Pari Passu Collateral Agents hereunder and under the Pari Passu Security Documents or the ABL Security Documents (1) with respect to the delivery and control of any part of the Notes Collateral, and (2) to direct, instruct, vote upon or otherwise influence the maintenance or disposition of such Notes Collateral, shall immediately, and (to the extent permitted by law) without further action on the part of either of the ABL Facility Agent or the Pari Passu Collateral Agents, pass to the ABL Facility Agent, who shall thereafter hold such rights for the benefit of the ABL Secured Parties. Each of the Pari Passu Collateral Agents and the Grantors agrees that it will, if any ABL Obligations remain outstanding upon the Discharge of Pari Passu Lien Obligations, take any such other action required by any law or reasonably requested by the Second Lien Agent that ABL Facility Agent, in connection with the ABL Facility Agent’s establishment and perfection of a First Lien Agent Priority security interest in good faith believes exposes it to personal liability for expenses or other amounts unless the First Lien Agent receives an indemnity satisfactory to it from the Second Lien Agent or Second Lien Claimholders with respect to such actionNotes Collateral.

Bailee for Perfection. (ai) The First Lien ABL Agent agrees to hold, maintain control of, or be listed as a secured party on any certificate hold that part of title with respect to, the Pledged ABL Priority Collateral that is (x) part of the Collateral in its possession or control or with respect to which it is listed as a secured party (or in the possession or control of an agent its agents or bailee of bailees) to the First extent that possession or control thereof is taken to perfect a Lien Agent thereon under the UCC or with respect to which an agent of any other applicable law (such ABL Priority Collateral being the First Lien Agent is listed “Pledged ABL Priority Collateral”) as a secured party), including control of any deposit account or securities account (as such terms are defined in the UCC) pursuant to an agreement to which the First Lien Agent is a party, as collateral agent for the First Lien Claimholders ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Second Lien Agent Term Representative (on behalf of the Term Secured Parties) and any assignee (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) thereof solely for the purpose of perfecting the security interest granted under the First Lien ABL Credit Documents and the Second Lien Credit Term Documents, respectively, subject to the terms and conditions of this Section 5.53.4(e). (bii) Except Subject to the extent otherwise provided for herein and terms of this Agreement, until the Discharge of First Lien ABL Obligations has occurred, the First Lien ABL Agent shall be entitled to deal with the Pledged ABL Priority Collateral in accordance with the terms of the First Lien Credit ABL Documents as if the Liens of the Second Lien Agent Term Representatives under the Second Lien Collateral Term Security Documents did not exist. The rights of the Second Lien Agent Term Representatives shall at all times be subject to the terms of this Agreement and to the First Lien ABL Agent’s rights under the First Lien Credit ABL Documents. (ciii) The First Lien ABL Agent shall have no duties or obligation whatsoever to the First Lien Claimholders, the Second Lien Agent Term Representatives or any Second Lien Claimholder of any kind, including any obligation other Term Secured Party to assure ensure that the Pledged ABL Priority Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person, Person except as expressly set forth in this Section 3.4(e). The duties or responsibilities of the ABL Agent under this Section 3.4(e) shall be limited solely to hold holding the Pledged ABL Priority Collateral as bailee or agent in accordance with this Section 5.5, and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the Second Lien Agent and each Second Lien Claimholder waives and releases the First Lien Agent and each of the other First Lien Claimholders from, and hereby indemnifies and agrees to hold harmless the First Lien Agent and each of the other First Lien Claimholders against, all claims and liabilities arising as a result of or in connection with the First Lien Agent’s role as bailee for the Second Lien Agent with respect to the Pledged Collateral3.4(e). (div) The First Lien ABL Agent acting pursuant to this Section 3.4(e) shall not have by reason of the First Lien Collateral ABL Security Documents, the Second Lien Collateral Term Security Documents, this Agreement or any other document a fiduciary relationship in respect of the First Lien Claimholders, the Second Lien Agent Term Representatives or any Second Lien Claimholderother Term Secured Party. (ev) Promptly upon Upon the Discharge of the First Lien ObligationsABL Obligations under the ABL Documents, the First Lien ABL Agent shall deliver and relinquish control of, and authorize its removal as secured party from any certificates of title with respect to, or cause to be delivered the remaining Pledged ABL Priority Collateral (if any), without recourse, representation ) in its possession or warranty (other than a representation in the possession of the First Lien Agent that it has not otherwise sold, assigned, transferred its agents or pledged any right, title or interest in and to such Pledged Collateral)bailees, together with any necessary endorsements, first, to or upon the direction of the Second Lien Agent Designated Term Representative to the extent the Second Lien Term Obligations remain outstanding, and second to the First Lien Lender for application to the First Lien Excluded Excess Obligations and third second, to the applicable Grantor (in each case, so as to allow such Person to obtain control of such Pledged ABL Priority Collateral) and will cooperate with the extent no First Lien Obligations, Second Lien Obligations Designated Term Representative in assigning (without recourse to or First Lien Excluded Excess Obligations (as defined in warranty by the definition of “First Lien Obligations”ABL Agent or any other ABL Secured Party or agent or bailee thereof) remain outstandingcontrol over any other Pledged ABL Priority Collateral under its control. The First Lien ABL Agent further agrees to take all other action reasonably requested by such Person (at the Second Lien Agent sole cost and expense of Grantors or such Person) in connection with the Second Lien Agent such Person obtaining a first priority interest in the Pledged ABL Priority Collateral or as a court of competent jurisdiction may otherwise direct; provided however that . (vi) Notwithstanding anything to the First Lien contrary herein, if, for any reason, any Term Obligations remain outstanding upon the Discharge of the ABL Obligations, all rights of the ABL Agent shall not be required to take any such action requested by hereunder and under the Second Lien Agent that Term Security Documents or the First Lien Agent in good faith believes exposes it to personal liability for expenses or other amounts unless the First Lien Agent receives an indemnity satisfactory to it from the Second Lien Agent or Second Lien Claimholders ABL Security Documents (A) with respect to the delivery and control of any part of the ABL Priority Collateral, and (B) to direct, instruct, vote upon or otherwise influence the maintenance or Disposition of such actionABL Priority Collateral, shall immediately, and (to the extent permitted by law) without further action on the part of either of the Term Representatives or the ABL Agent, pass to the Designated Term Representative, who shall thereafter hold such rights for the benefit of the Term Secured Parties. Each of the ABL Agent and the Grantors agrees that it will, if any Term Obligations remain outstanding upon the Discharge of the ABL Obligations, take any other action required by any law or reasonably requested by any Term Representative in connection with such Term Representative’s establishment and perfection of a First Priority security interest in the ABL Priority Collateral, at the expense of the Grantors, or, if not paid by the Grantors, such Term Representative, subject in all cases to any Term Permitted Liens and to Section 3.4(f). (vii) Notwithstanding anything to the contrary contained herein, if for any reason, prior to the Discharge of the Term Obligations, the ABL Agent acquires possession of any Pledged Term Priority Collateral, the ABL Agent shall hold the same as bailee and/or agent to the same extent as is provided in the preceding clause (i) with respect to Pledged ABL Priority Collateral, provided that as soon as is practicable the ABL Agent shall deliver or cause to be delivered such Pledged Term Priority Collateral to the Designated Term Representative in a manner otherwise consistent with the requirements of the preceding clause (v).

Bailee for Perfection. (ai) The First Lien Term Agent agrees to hold, maintain control of, or be listed as a secured party on any certificate hold that part of title with respect to, the Pledged Term Priority Collateral that is (x) part of the Collateral in its possession or control or with respect to which it is listed as a secured party (or in the possession or control of an agent its agents or bailee of bailees) to the First extent that possession or control thereof is taken to perfect a Lien Agent thereon under the UCC or with respect to which an agent of any other applicable law (such Term Priority Collateral being the First Lien Agent is listed “Pledged Term Priority Collateral”) as a secured party), including control of any deposit account or securities account (as such terms are defined in the UCC) pursuant to an agreement to which the First Lien Agent is a party, as collateral agent for the First Lien Claimholders Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Second Lien ABL Agent (on behalf of the ABL Secured Parties) and any assignee (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) thereof solely for the purpose of perfecting the security interest granted under the First Lien Credit Term Documents and the Second Lien Credit ABL Documents, respectively, subject to the terms and conditions of this Section 5.52.4(e). (bii) Except Subject to the extent otherwise provided for herein and terms of this Agreement, until the Discharge of First Lien Term Obligations has occurred, the First Lien Term Agent shall be entitled to deal with the Pledged Term Priority Collateral in accordance with the terms of the First Lien Credit Term Documents as if the Liens of the Second Lien ABL Agent under the Second Lien Collateral ABL Security Documents did not exist. The rights of the Second Lien ABL Agent shall at all times be subject to the terms of this Agreement and to the First Lien Term Agent’s rights under the First Lien Credit Term Documents. (ciii) The First Lien Term Agent shall have no duties or obligation whatsoever to the First Lien Claimholders, the Second Lien ABL Agent or any Second Lien Claimholder of any kind, including any obligation other ABL Secured Party to assure ensure that the Pledged Term Priority Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person, Person except as expressly set forth in this Section 2.4(e). The duties or responsibilities of the Term Agent under this Section 2.4(e) shall be limited solely to hold holding the Pledged Term Priority Collateral as bailee or agent in accordance with this Section 5.5, and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the Second Lien Agent and each Second Lien Claimholder waives and releases the First Lien Agent and each of the other First Lien Claimholders from, and hereby indemnifies and agrees to hold harmless the First Lien Agent and each of the other First Lien Claimholders against, all claims and liabilities arising as a result of or in connection with the First Lien Agent’s role as bailee for the Second Lien Agent with respect to the Pledged Collateral2.4(e). (div) The First Lien Term Agent acting pursuant to this Section 2.4(e) shall not have by reason of the First Lien Collateral Term Security Documents, the Second Lien Collateral ABL Security Documents, this Agreement or any other document a fiduciary relationship in respect of the First Lien Claimholders, the Second Lien ABL Agent or any Second Lien Claimholderother ABL Secured Party. (ev) Promptly upon Upon the Discharge of the First Lien ObligationsTerm Obligations under the Term Documents, the First Lien Term Agent shall deliver and relinquish control of, and authorize its removal as secured party from any certificates of title with respect to, or cause to be delivered the remaining Pledged Term Priority Collateral (if any), without recourse, representation ) in its possession or warranty (other than a representation in the possession of the First Lien Agent that it has not otherwise sold, assigned, transferred its agents or pledged any right, title or interest in and to such Pledged Collateral)bailees, together with any necessary endorsements, first, to or upon the direction of the Second Lien ABL Agent to the extent the Second Lien ABL Obligations remain outstanding, and second to the First Lien Lender for application to the First Lien Excluded Excess Obligations and third second, to the applicable Grantor (in each case, so as to allow such Person to obtain control of such Pledged Term Priority Collateral) and will cooperate with the extent no First Lien Obligations, Second Lien Obligations ABL Agent in assigning (without recourse to or First Lien Excluded Excess Obligations (as defined in warranty by the definition of “First Lien Obligations”Term Agent or any other Term Secured Party or agent or bailee thereof) remain outstandingcontrol over any other Pledged Term Priority Collateral under its control. The First Lien Term Agent further agrees to take all other action reasonably requested by such Person (at the Second Lien Agent sole cost and expense of Grantors or such Person) in connection with the Second Lien Agent such Person obtaining a first priority interest in the Pledged Term Priority Collateral or as a court of competent jurisdiction may otherwise direct; provided however . (vi) Notwithstanding anything to the contrary herein, if, for any reason, any ABL Obligations remain outstanding upon the Discharge of the Term Obligations, all rights of the Term Agent hereunder and under the Term Security Documents or the ABL Security Documents (A) with respect to the delivery and control of any part of the Term Priority Collateral, and (B) to direct, instruct, vote upon or otherwise influence the maintenance or disposition of such Term Priority Collateral, shall immediately, and (to the extent permitted by law) without further action on the part of either of the ABL Agent or the Term Agent, pass to the ABL Agent, who shall thereafter hold such rights for the benefit of the ABL Secured Parties. Each of the Term Agent and the Grantors agrees that it will, if any ABL Obligations remain outstanding upon the First Lien Agent shall not be required to Discharge of the Term Obligations, take any such other action required by any law or reasonably requested by the Second Lien Agent that the First Lien ABL Agent in good faith believes exposes it connection with the ABL Agent’s establishment and perfection of a First Priority security interest in the Term Priority Collateral, at the expense of the Grantors or if not paid by the Grantors, the ABL Agent, and subject in all cases to personal liability any ABL Permitted Liens and to Section 2.4(f). (vii) Notwithstanding anything to the contrary contained herein, if for expenses or other amounts unless any reason, prior to the First Lien Discharge of the ABL Obligations, the Term Agent receives an indemnity satisfactory acquires possession of any Pledged ABL Priority Collateral, the Term Agent shall hold the same as bailee and/or agent to it from the Second Lien Agent or Second Lien Claimholders same extent as is provided in the preceding clause (i) with respect to Pledged Term Priority Collateral, provided that as soon as is practicable the Term Agent shall deliver or cause to be delivered such actionPledged ABL Priority Collateral to the ABL Agent in a manner otherwise consistent with the requirements of preceding clause (v).

Bailee for Perfection. (a) The First Lien Term Agent agrees to hold, maintain control of, or be listed as a secured party on any certificate of title with respect to, the Pledged Collateral hold that is (x) part of the Collateral that is in its possession or control or with respect to which it is listed as a secured party (or in the possession or control of an agent its agents or bailee of bailees) to the First extent that possession or control thereof is taken to perfect a Lien Agent or with respect to which an agent of thereon under the First Lien Agent is listed Code (such Collateral being the "Pledged Collateral") as a secured party), including control of any deposit account or securities account (as such terms are defined in the UCC) pursuant to an agreement to which the First Lien Agent is a party, as collateral agent for the First Lien Claimholders Term Secured Parties and as bailee for the Second Lien Administrative Agent and any assignee (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the UCC) solely for the purpose of perfecting the security interest granted under the First Lien Credit Loan Documents and the Second Lien Credit Loan Documents, respectively, subject to the terms and conditions of this Section 5.55.4. (b) Except Subject to the extent otherwise provided for herein and terms of this Intercreditor Annex, until the Discharge of First Lien Revolving Obligations has occurred, the First Lien Term Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First Lien Credit Loan Documents as if the Liens of the Second Lien Administrative Agent under the Second Lien Collateral Documents did not exist; provided that upon any sale or disposition of any Pledged Collateral the proceeds thereof are applied as provided in Section 2.9 of the Credit Agreement. The rights of the Second Lien Term Agent and the Administrative Agent shall at all times be subject to the terms of this Agreement Intercreditor Annex and to the First Lien Agent’s their rights under the First Lien Credit Loan Documents. (c) The First Lien Term Agent shall have no duties or obligation whatsoever to the First Lien Claimholders, Term Secured Parties and the Second Lien Administrative Agent or any Second Lien Claimholder of any kind, including any obligation Revolver Secured Party to assure ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person, Person except as expressly set forth in this Section 5.4. The duties or responsibilities of the Term Agent under this Section 5.4 shall be limited solely to hold holding and dealing with the Pledged Collateral as bailee in accordance with this Section 5.5, and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the Second Lien Agent and each Second Lien Claimholder waives and releases the First Lien Agent and each of the other First Lien Claimholders from, and hereby indemnifies and agrees to hold harmless the First Lien Agent and each of the other First Lien Claimholders against, all claims and liabilities arising as a result of or in connection with the First Lien Agent’s role as bailee for the Second Lien Agent with respect to the Pledged Collateral5.4. (d) The First Lien Term Agent acting pursuant to this Section 5.4 shall not have by reason of the First Lien Collateral Documents, the Second Lien Collateral Documents, this Agreement Intercreditor Annex or any other document a fiduciary relationship in respect of the First Lien ClaimholdersRevolver Secured Parties, the Second Lien Administrative Agent or any Second Lien ClaimholderTerm Loan Secured Party. (e) Promptly upon Upon the Discharge of the First Lien ObligationsTerm Obligations under the Loan Documents, the First Lien Term Agent shall deliver and relinquish control of, and authorize its removal as secured party from any certificates of title with respect to, the remaining Pledged Collateral (if any), without recourse, representation or warranty (other than a representation of the First Lien Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such Pledged Collateral), ) together with any necessary endorsements, first, to or upon the direction of the Second Lien Administrative Agent to the extent the Second Lien Revolver Loan Obligations remain outstandingoutstanding or any Revolving Loan Commitments remain in effect, and second second, to the First Lien Lender for application to the First Lien Excluded Excess Obligations and third to the applicable Grantor Borrower to the extent no First Lien Obligations, Second Lien Revolving Obligations or First Lien Excluded Excess Term Obligations remain outstanding (in each case, so as defined in the definition to allow such Person to obtain control of “First Lien Obligations”) remain outstandingsuch Pledged Collateral). The First Lien Term Agent further agrees to take all other action reasonably requested by the Second Lien Agent such Person in connection with the Second Lien Agent such Person obtaining a first priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct; provided however that the First Lien Agent shall not be required to take any such action requested by the Second Lien Agent that the First Lien Agent in good faith believes exposes it to personal liability for expenses or other amounts unless the First Lien Agent receives an indemnity satisfactory to it from the Second Lien Agent or Second Lien Claimholders with respect to such action.