Common use of Bailees for Perfection Clause in Contracts

Bailees for Perfection. (a) Each Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien Agents, the collateral agent for the First Lien Claimholders under the First Lien Documents and (ii) gratuitous bailee for the benefit of the other 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) and any assignee solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Documents, respectively, subject to the terms and conditions of this Section 5.04. The First Lien Agents and the First Lien Claimholders hereby appoint the ABL Agent as their agent for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company and the Company Subsidiaries. The ABL Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents and the other First Lien Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Claimholders.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien AgentsNotes Agent, the collateral agent for the First Lien Note Claimholders under the First Lien Note Documents and (ii) gratuitous bailee for the benefit of the other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Note Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Notes Agent and the First Lien Note Claimholders hereby appoint the ABL Agent as their agent for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company Issuers and the Company Subsidiaries. The ABL Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents Notes Agent and the other First Lien Note Claimholders under each Account Agreement (other than Account Agreements with respect to any Notes Collateral Account) and that any Proceeds received by the ABL Agent under any Account Agreement (other than Account Agreements with respect to any Notes Collateral Account) shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents Notes Agent for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral (other than securities of the Issuers or the Company Subsidiaries to the extent such security interest would require the filing of financial statements with the Securities and Exchange Commission pursuant to Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended) to the ABL Agent for the benefit of the First Lien Note Claimholders.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon (such Collateral, which shall includeinclude without limitation Account Agreements, without limitation, Deposit Accounts, Securities Accounts Instruments and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien Agentsany Notes Agent, the collateral agent for the First Lien respective Notes Claimholders under the First Lien related Notes Documents and (ii) gratuitous bailee for the benefit of and on behalf of the other 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) and any assignee solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien applicable Notes Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Each Notes Agent and the First Lien related Notes Claimholders hereby appoint the ABL Agent as their agent gratuitous bailee for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company and the Company Company’s Subsidiaries. The ABL Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents and on behalf of each Notes Agent and the other First Lien related Notes Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Claimholders.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien Agents, the collateral agent for the First Lien Claimholders under the First Lien Documents and (ii) gratuitous bailee for the benefit of the other 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) and any assignee solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents and the First Lien Claimholders hereby appoint the ABL Agent as their agent for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company and the Company Subsidiaries. The ABL Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents and the other First Lien Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Claimholders.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon (such Collateral, which shall include, include without limitation, Deposit Accounts, Securities Accounts limitation Account Agreements and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien AgentsNotes Agent, the collateral agent for the First Lien Note Claimholders under the First Lien Note Documents and (ii) gratuitous bailee for the benefit of the other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Note Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Notes Agent and the First Lien Note Claimholders hereby appoint the ABL Agent as their agent gratuitous bailee for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company and the Company Subsidiaries. The ABL Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents Notes Agent and the other First Lien Note Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to (x) the First Lien Agents Note Agent for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Note Claimholders.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon (such Collateral, which shall include, include without limitation, limitation Deposit Accounts, Accounts and Securities Accounts subject to Account Agreements and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien AgentsTerm Agent, the collateral agent for the First Lien Term Claimholders under the First Lien Term Documents or, in the case of the Junior Secured Notes Collateral Agent, the collateral agent for the Junior Secured Notes Claimholders and (ii) gratuitous bailee for the benefit of the and on behalf of each other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL Loan Documents, the Term Documents and the First Lien Junior Secured Notes Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Term Agent, the Term Claimholders, the Junior Secured Notes Agent and the First Lien Junior Secured Notes Claimholders hereby appoint the ABL Agent as their agent gratuitous bailee for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of Pledged Collateral in which the Company and ABL Agent has a perfected security interest under the Company SubsidiariesUCC. The ABL Agent, the ABL Claimholders, the Junior Secured Notes Agent and the Junior Secured Notes Claimholders hereby appoint the Term Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which the Term Agent has a perfected security interest under the UCC. The ABL Agent, the ABL Claimholders, the Term Agent and the Term Claimholders hereby appoint the Junior Secured Notes Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which the Junior Secured Notes Agent has a perfected security interest under the UCC. Each Agent hereby accepts such appointment appointments pursuant to this Section 5.4(a) and acknowledges and agrees that it shall act for the benefit of the First Lien Agents and the other First Lien Claimholders under each Account Agreement with respect to any Pledged Collateral and that any Proceeds received by the ABL such Agent under any Account Agreement Pledged Collateral shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to (x) the First Lien Agents Term Agent for the benefit of the ABL Claimholders and the Junior Secured Notes Claimholders, (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Term Claimholders and the Junior Secured Notes Claimholders and (z) the Junior Secured Notes Agent for the benefit of the ABL Claimholders and the Term Claimholders.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien Agents, the collateral agent for the First Lien Claimholders under the First Lien Documents and (ii) gratuitous bailee for the benefit of the other 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) and any assignee solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Documents, respectively, subject to the terms and conditions of this Section 5.04. The First Lien Agents and the First Lien Claimholders hereby appoint the ABL Agent as their agent for the purposes of perfecting their security interest in all Deposit Accounts Table of Contents and Securities Accounts of the Company and the Company Subsidiaries. The ABL Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents and the other First Lien Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Claimholders.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien AgentsNotes Agent, the collateral agent for the First Lien Note Claimholders under the First Lien Note Documents and (ii) gratuitous bailee for the benefit of the other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Note Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Notes Agent and the First Lien Note Claimholders hereby appoint the ABL Agent as their agent for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company Issuer and the Company Subsidiaries. The ABL Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents Notes Agent and the other First Lien Note Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents Notes Agent for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral (other than securities of the Company Subsidiaries to the extent such security interest would require the filing of financial statements with the Securities and Exchange Commission pursuant to Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended) to the ABL Agent for the benefit of the First Lien Note Claimholders.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon (such Collateral, which shall include, include without limitation, Deposit Accounts, Securities Accounts limitation Account Agreements and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien AgentsNotes Agent, the collateral agent for the First Lien Notes Claimholders under the First Lien Notes Documents and (ii) gratuitous bailee for the benefit of the each other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Notes Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Notes Agent and the First Lien Notes Claimholders hereby appoint the ABL Agent as their agent gratuitous bailee for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of Pledged Collateral in which the Company and ABL Agent has a perfected security interest under the Company SubsidiariesUCC. The ABL Agent and the ABL Claimholders hereby appoint the Notes Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which the Notes Agent has a perfected security interest under the UCC. Each Agent hereby accepts such appointment appointments pursuant to this Section 5.4(a) and acknowledges and agrees that it shall act for the benefit of the First Lien Agents and the other First Lien Claimholders under each Account Agreement with respect to any Pledged Collateral and that any Proceeds received by the ABL such Agent under any Account Agreement Pledged Collateral shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to (x) the First Lien Agents Notes Agent for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Notes Claimholders.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts include Account Agreements and pledged intercompany notes and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien AgentsCollateral Trustee, the collateral agent for the First Lien Fixed Asset Claimholders under the First Lien Fixed Asset Documents and (ii) non-fiduciary, gratuitous bailee for the benefit of the each other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Fixed Asset Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Collateral Trustee and the First Lien other Fixed Asset Claimholders hereby appoint the ABL Agent as their agent non-fiduciary gratuitous bailee for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of Pledged Collateral in which the Company and ABL Agent has a perfected security interest under the Company SubsidiariesUCC. The ABL Agent and the other ABL Claimholders hereby appoint the Collateral Trustee as their non-fiduciary gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which the Collateral Trustee has a perfected security interest under the UCC. Each Agent hereby accepts such appointment appointments pursuant to this Section 5.4(a) and acknowledges and agrees that it shall act for the benefit of the First Lien Agents and the other First Lien Claimholders under each Account Agreement with respect to any Pledged Collateral and that any Proceeds received by the ABL such Agent under any Account Agreement Pledged Collateral shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to (x) the First Lien Agents Collateral Trustee for the benefit of the ABL Claimholders Claimholders, and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Fixed Asset Claimholders.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon (such Collateral, which shall includeinclude without limitation Account Agreements, without limitation, Deposit Accounts, Securities Accounts Instruments and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien AgentsNotes Agent, the collateral agent for the First Lien Notes Claimholders under the First Lien Notes Documents and (ii) gratuitous bailee for the benefit of and on behalf of the other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Notes Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Notes Agent and the First Lien Notes Claimholders hereby appoint the ABL Agent as their agent gratuitous bailee for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company and the Company Subsidiaries. The ABL Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of and on behalf of the First Lien Agents Notes Agent and the other First Lien Notes Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral Collateral, all Deposit Accounts and all Securities Accounts to (x) the First Lien Agents Note Agent for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Notes Claimholders.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien Agents, the collateral agent for the First Lien Claimholders under the First Lien Documents and (ii) gratuitous bailee for the benefit of the other 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) and any assignee solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents and the First Lien Claimholders hereby appoint the ABL Agent as their agent for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company and the Company Subsidiaries. The ABL Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents and the other First Lien Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Each Grantor hereby grants (x) as security for the payment or performance, as the case may be, in full of the First Lien Obligations, a security interest in the Pledged Collateral to the First Lien Agents for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Claimholders.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien AgentsNotes Agent, the collateral agent for the First Lien Note Claimholders under the First Lien Note Documents and (ii) gratuitous bailee for the benefit of the other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Note Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Notes Agent and the First Lien Note Claimholders hereby appoint the ABL Agent as their agent for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company Issuers and the Company Subsidiaries. The ABL Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents Notes Agent and the other First Lien Note Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents Notes Agent for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral (other than securities of the Issuers or the Company Subsidiaries to the extent such security interest would require the filing of financial statements with the Securities and Exchange Commission pursuant to Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended) to the ABL Agent for the benefit of the First Lien Note Claimholders.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien AgentsNotes Agent, the collateral agent for the First Lien Note Claimholders under the First Lien Note Documents and (ii) gratuitous bailee for the benefit of the other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Note Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Notes Agent and the First Lien Note Claimholders hereby appoint the ABL Agent as their agent for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company and Grantors (other than the Company SubsidiariesNote Collateral Account). The ABL Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents Notes Agent and the other First Lien Note Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents Notes Agent for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral (other than securities to the extent such security interest would require the filing of financial statements with the Securities and Exchange Commission pursuant to Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended) to the ABL Agent for the benefit of the First Lien Note Claimholders.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts include Account Agreements and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien AgentsSenior Secured Notes Agent, the collateral agent for the First Lien Senior Secured Notes Claimholders under the First Lien Senior Secured Notes Documents and (ii) non-fiduciary, gratuitous bailee for the benefit of the each other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Senior Secured Notes Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Senior Secured Notes Agent and the First Lien Senior Secured Notes Claimholders hereby appoint the ABL Agent as their agent non-fiduciary gratuitous bailee for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of Pledged Collateral in which the Company and ABL Agent has a perfected security interest under the Company SubsidiariesUCC. The ABL Agent and the ABL Claimholders hereby appoint the Senior Secured Notes Agent as their non-fiduciary gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which the Senior Secured Notes Agent has a perfected security interest under the UCC. Each Agent hereby accepts such appointment appointments pursuant to this Section 5.4(a) and acknowledges and agrees that it shall act for the benefit of the First Lien Agents and the other First Lien Claimholders under each Account Agreement with respect to any Pledged Collateral and that any Proceeds received by the ABL such Agent under any Account Agreement Pledged Collateral shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to (x) the First Lien Agents Senior Secured Notes Agent for the benefit of the ABL Claimholders Claimholders, and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Senior Secured Notes Claimholders.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon (such Collateral, which shall include, include without limitation, Deposit Accounts, Securities Accounts limitation Account Agreements and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien Agentsany Term Agent, the collateral agent for the First Lien applicable Term Claimholders under the First Lien applicable Term Loan Documents and (ii) gratuitous bailee for the benefit of the each other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Term Loan Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Each Term Agent and the First Lien Term Claimholders hereby appoint the ABL Agent as their agent gratuitous bailee for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of Pledged Collateral in which the Company and ABL Agent has a perfected security interest under the Company SubsidiariesUCC. The ABL Agent and the ABL Claimholders hereby appoint each Term Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which such Term Agent has a perfected security interest under the UCC. Each Agent hereby accepts such appointment appointments pursuant to this Section 5.4(a) and acknowledges and agrees that it shall act for the benefit of the First Lien Agents and the other First Lien Claimholders under each Account Agreement with respect to any Pledged Collateral and that any Proceeds received by the ABL such Agent under any Account Agreement Pledged Collateral shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents (x) each Term Agent for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Term Claimholders.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien AgentsNotes Agent, the collateral agent for the First Lien Note Claimholders under the First Lien Note Documents and (ii) gratuitous bailee for the benefit of the other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Note Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Notes Agent and the First Lien Note Claimholders hereby appoint the ABL Agent as their agent for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company and Grantors (other than the Company SubsidiariesNote Collateral Account). The ABL Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents Notes Agent and the other First Lien Note Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents Notes Agent for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Note Claimholders.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon (such Collateral, which shall include, include without limitation, Deposit Accounts, Securities Accounts limitation Account Agreements and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien AgentsNotes Agent, the collateral agent for the First Lien Notes Claimholders under the First Lien Notes Documents and (ii) gratuitous bailee for the benefit of the each other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Notes Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Notes Agent and the First Lien Notes Claimholders hereby appoint the ABL Agent as their agent gratuitous bailee for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of Pledged Collateral in which the Company and ABL Agent has a perfected security interest under the Company SubsidiariesUCC. The ABL Agent and the ABL Claimholders hereby appoint the Notes Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which the Notes Agent has a perfected security interest under the UCC. Each Agent hereby accepts such appointment appointments pursuant to this Section 5.4(a) and acknowledges and agrees that it shall act for the benefit of the First Lien Agents and the other First Lien Claimholders under each Account Agreement with respect to any Pledged Collateral and that any Proceeds received by the ABL such Agent under any Account Agreement Pledged Collateral shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby here by grants (x) a security interest in the Pledged Collateral to (x) the First Lien Agents Notes Agent for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Notes Claimholders.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien AgentsNotes Agent, the collateral agent for the First Lien Note Claimholders under the First Lien Note Documents and (ii) gratuitous bailee for the benefit of the other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Note Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Notes Agent and the First Lien Note Claimholders hereby appoint the ABL Agent as their agent for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company Issuer and the Company Subsidiaries. The ABL Agent hereby xxxxxx accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents Notes Agent and the other First Lien Note Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents Notes Agent for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral (other than securities of the Company Subsidiaries to the extent such security interest would require the filing of financial statements with the Securities and Exchange Commission pursuant to Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended) to the ABL Agent for the benefit of the First Lien Note Claimholders.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien Agents, the collateral agent for the First Lien Claimholders under the First Lien Documents and (ii) gratuitous bailee for the benefit of the other 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) and any assignee solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Documents, respectively, subject to the terms and conditions of this Section 5.04. The First Lien Agents and the First Lien Claimholders hereby appoint the ABL Agent as their agent for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company and the Company Subsidiaries. The ABL Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents and the other First Lien Claimholders under each Account Agreement and that Table of Contents any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Claimholders.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon (such Collateral, which shall include, include without limitation, Deposit Accounts, Securities Accounts limitation Account Agreements and Capital Stock, being the “"Pledged Collateral”") as (i) in the case of the each ABL Agent, the collateral agent for the applicable ABL Claimholders under the applicable ABL Loan Documents or, in the case of the First Lien Agentseach Term Agent, the collateral agent for the First Lien applicable Term Claimholders under the First Lien applicable Term Loan Documents and (ii) gratuitous bailee for the benefit of the each other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Term Loan Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Each Term Agent and the First Lien Term Claimholders hereby appoint the ABL Agent as their agent gratuitous bailee for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of Pledged Collateral in which the Company and ABL Agent has a perfected security interest under the Company SubsidiariesUCC. The ABL Agent and the ABL Claimholders hereby appoint each Term Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which such Term Agent has a perfected security interest under the UCC. Each Agent hereby accepts such appointment appointments pursuant to this Section 5.4(a) and acknowledges and agrees that it shall act for the benefit of the First Lien Agents and the other First Lien Claimholders under each Account Agreement with respect to any Pledged Collateral and that any Proceeds received by the ABL such Agent under any Account Agreement Pledged Collateral shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents (x) each Term Agent for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Term Claimholders.

Bailees for Perfection. (a) Each Agent agrees to hold or control that part of the Collateral (excluding any Deposit Accounts (as defined in the ABL Credit Agreement)) that is in its respective possession or control (or in the possession or control of its agents or bailees) ), if any, to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC or other applicable law (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, Collateral being referred to as the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case each of the First Lien Agents, the collateral agent for the First Lien Claimholders under the First Lien Documents and (ii) gratuitous as bailee for the benefit each of the other Agents (such bailment being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) ), 9-313(c), 9-104, 9-105, 9-106, and 9-313(c) 107 of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under the ABL Loan Documents, the Senior Lien Loan Documents, the First Lien Loan Documents and the First Junior Lien Loan Documents, respectivelyas applicable, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Unless and until the First Lien Claimholders hereby appoint the Discharge of ABL Priority Obligations, each other Agent agrees to promptly notify ABL Agent as their agent for of any Pledged Collateral held by it or by any of its respective Claimholders, and, immediately upon the purposes request of perfecting their security interest in all Deposit Accounts and Securities Accounts ABL Agent at any time prior to the Discharge of the Company and the Company SubsidiariesABL Priority Obligations, each other Agent agrees to deliver to ABL Agent any such Pledged Collateral held by it or by any of its respective Claimholders, together with any necessary endorsements (or otherwise allow ABL Agent to obtain control of such Pledged Collateral). The [ABL Agent hereby accepts such appointment and acknowledges and agrees that it upon the Discharge of ABL Priority Obligations, upon the written request of any other Agent, to the extent that the applicable control agreement is in full force and effect and has not been terminated, ABL Agent shall continue to act as such a bailee and non-fiduciary agent for such other Agent (solely for the benefit purpose of perfecting the First Lien Agents and the other First Lien Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in granted under the Pledged Collateral applicable Loan Documents and at the expense of such other Agent) with respect to the First Lien Agents for deposit account or securities account that is the benefit subject of such control agreement, until the earlier to occur of (i) 30 days after the date when the Discharge of ABL Claimholders Priority Obligations has occurred, and (yii) the date when a security interest control agreement is executed in the Pledged Collateral favor of such other Agent with respect to the ABL Agent for the benefit of the First Lien Claimholderssuch deposit account or securities account.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts Account Agreements and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien AgentsNotes Agent, the collateral agent for the First Lien Note Claimholders under the First Lien Note Documents and (ii) gratuitous bailee for the benefit of the other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Note Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Notes Agent and the First Lien Note Claimholders hereby appoint the ABL Agent as their agent gratuitous bailee for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company and the Company Subsidiaries. The ABL Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents Notes Agent and the other First Lien Note Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents Notes Agent for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral (other than securities of Company Subsidiaries to the extent such security interest would require the filing of financial statements with the Securities and Exchange Commission pursuant to Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended) to the ABL Agent for the benefit of the First Lien Note Claimholders.