Common use of Gratuitous Bailee for Perfection Clause in Contracts

Gratuitous Bailee for Perfection. Each Senior Priority Representative agrees to hold any Senior Priority Shared Collateral that can be perfected by the possession or control, in its possession or control (or in the possession or control of its agents or bailees) as sub-agent and gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other Senior Priority Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Senior Priority Shared Collateral, if any, pursuant to the applicable Senior Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 12.06; provided that the Senior Priority Secured Parties agree to deliver all such Senior Priority Shared Collateral that can be perfected by the possession or control to the Designated Senior Priority Representative together with any necessary endorsements (or otherwise allow the Designated Senior Priority Representative to obtain control of such Senior Priority Shared Collateral). The Designated Senior Priority Representative agrees to hold any Senior Priority Shared Collateral that can be perfected by the possession or control, from time to time in its possession or control, as sub-agent and gratuitous bailee such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other Senior Priority Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Senior Priority Shared Collateral, if any, pursuant to the applicable Senior Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 12.06 The duties or responsibilities of each Senior Priority Representative under this Section 12.06 shall be limited solely to holding any Senior Priority Shared Collateral as gratuitous bailee for the benefit of each other Senior Priority Secured Party for purposes of perfecting the Lien held by such Senior Priority Secured Parties therein. Nothing in this Section 12.06 shall be construed to impose any fiduciary or other duty on any Designated Senior Priority Representative or any Senior Priority Representative to any to any other Senior Priority Secured Party or give any Senior Priority Secured Party the right to direct the Designated Senior Priority Representative, except that the Designated Senior Priority Representative shall be obligated to distribute proceeds of any Senior Priority Collateral in accordance with Sections 4.01 and 12.01.

Gratuitous Bailee for Perfection. Each Senior Subordinated Priority Representative agrees to hold any Senior Subordinated Priority Shared Collateral that can be perfected by the possession or control, in its possession or control (or in the possession or control of its agents or bailees) as sub-agent and gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other Senior Subordinated Priority Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Senior Subordinated Priority Shared Collateral, if any, pursuant to the applicable Senior Subordinated Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 12.0614.05; provided that the Senior Subordinated Priority Secured Parties agree to deliver all such Senior Subordinated Priority Shared Collateral that can be perfected by the possession or control to the Designated Senior Subordinated Priority Representative together with any necessary endorsements (or otherwise allow the Designated Senior Subordinated Priority Representative to obtain control of such Senior Subordinated Priority Shared Collateral). The Designated Senior Subordinated Priority Representative agrees to hold any Senior Subordinated Priority Shared Collateral that can be perfected by the possession or control, from time to time in its possession or control, as sub-agent and gratuitous bailee such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) applicable for the benefit of each other Senior Subordinated Priority Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Senior Subordinated Priority Shared Collateral, if any, pursuant to the applicable Senior Subordinated Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 12.06 14.05. The duties or responsibilities of each Senior Subordinated Priority Representative under this Section 12.06 14.05 shall be limited solely to holding any Senior Subordinated Priority Shared Collateral as gratuitous bailee for the benefit of each other Senior Subordinated Priority Secured Party for purposes of perfecting the Lien held by such Senior Subordinated Priority Secured Parties therein. Nothing in this Section 12.06 14.05 shall be construed to impose any fiduciary or other duty on any Designated Senior Subordinated Priority Representative or any Senior Subordinated Priority Representative to any to any other Senior Subordinated Priority Secured Party or give any Senior Subordinated Priority Secured Party the right to direct the Designated Senior Subordinated Priority Representative, except that the Designated Senior Subordinated Priority Representative shall be obligated to distribute proceeds of any Senior Subordinated Priority Shared Collateral in accordance with Sections 4.01 and 12.0114.01.

Gratuitous Bailee for Perfection. (a) Each Senior Priority Representative acknowledges and agrees to that if it shall at any time hold a Lien securing any Senior Priority Obligations on any Shared Collateral that can be perfected (i) by the possession of such Shared Collateral or controlof any account in which such Shared Collateral is held, and if such Shared Collateral or any such account is in its possession or control (or fact in the possession or under the control of its such Senior Representative, or of agents or baileesbailees of such Person (such Shared Collateral being referred to herein as the “Pledged Collateral”), or (ii) by control of any deposit account or securities account constituting Shared Collateral, if any, or in which such Shared Collateral is held, and if any such deposit account or securities account is in fact under the control of such Senior Representative, or of agents or bailees of such Person (such Shared Collateral being referred to herein as the “Controlled Collateral”) or if it shall at any time obtain any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, the applicable Senior Representative (x) shall also hold such Pledged Collateral or Controlled Collateral, or take such actions with respect to such landlord waiver, bailee’s letter or similar agreement or arrangement, as sub-agent and or gratuitous bailee for the relevant Second Priority Representatives and (y) acknowledges that it has control of such Controlled Collateral on behalf of the relevant Second Priority Representatives and each Second Priority Debt Party (such bailment and agency being intended, among other things, to satisfy the requirements requirement of Section 8-301(a)(2) ), 9-104, 9-105, 9-106, 9-107 and 9-313(c) of the Uniform Commercial CodeCode as in effect in any applicable jurisdiction), to the extent applicable) for the benefit of in each other Senior Priority Secured Party and any assignee case solely for the purpose of perfecting the security interest Liens granted in such Senior Priority Shared Collateral, if any, pursuant to under the applicable Senior relevant Second Priority Collateral Documents, in each case, Documents and subject to the terms and conditions of this Section 12.06; provided that the Senior Priority Secured Parties agree to deliver all such Senior Priority Shared Collateral that can be perfected by the possession or control to the Designated Senior Priority Representative together with any necessary endorsements (or otherwise allow the Designated Senior Priority Representative to obtain control of such Senior Priority Shared Collateral). The Designated Senior Priority Representative agrees to hold any Senior Priority Shared Collateral that can be perfected by the possession or control, from time to time in its possession or control, as sub-agent and gratuitous bailee such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other Senior Priority Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Senior Priority Shared Collateral, if any, pursuant to the applicable Senior Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 12.06 The duties or responsibilities of each Senior Priority Representative under this Section 12.06 shall be limited solely to holding any Senior Priority Shared Collateral as gratuitous bailee for the benefit of each other Senior Priority Secured Party for purposes of perfecting the Lien held by such Senior Priority Secured Parties therein. Nothing in this Section 12.06 shall be construed to impose any fiduciary or other duty on any Designated Senior Priority Representative or any Senior Priority Representative to any to any other Senior Priority Secured Party or give any Senior Priority Secured Party the right to direct the Designated Senior Priority Representative, except that the Designated Senior Priority Representative shall be obligated to distribute proceeds of any Senior Priority Collateral in accordance with Sections 4.01 and 12.015.06.

Gratuitous Bailee for Perfection. Each Senior Second Priority Representative agrees to hold any Senior Second Priority Shared Collateral that can be perfected by the possession or control, in its possession or control (or in the possession or control of its agents or bailees) as sub-agent and gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other Senior Second Priority Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Senior Second Priority Shared Collateral, if any, pursuant to the applicable Senior Second Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 12.0613.05; provided that the Senior Second Priority Secured Parties agree to deliver all such Senior Second Priority Shared Collateral that can be perfected by the possession or control to the Designated Senior Second Priority Representative together with any necessary endorsements (or otherwise allow the Designated Senior Second Priority Representative to obtain control of such Senior Second Priority Shared Collateral). The Designated Senior Second Priority Representative agrees to hold any Senior Second Priority Shared Collateral that can be perfected by the possession or control, from time to time in its possession or control, as sub-agent and gratuitous bailee such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) applicable for the benefit of each other Senior Second Priority Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Senior Second Priority Shared Collateral, if any, pursuant to the applicable Senior Second Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 12.06 13.05 The duties or responsibilities of each Senior Second Priority Representative under this Section 12.06 13.05 shall be limited solely to holding any Senior Second Priority Shared Collateral as gratuitous bailee for the benefit of each other Senior Second Priority Secured Party for purposes of perfecting the Lien held by such Senior Second Priority Secured Parties therein. Nothing in this Section 12.06 13.05 shall be construed to impose any fiduciary or other duty on any Designated Senior Second Priority Representative or any Senior Second Priority Representative to any to any other Senior Second Priority Secured Party or give any Senior Second Priority Secured Party the right to direct the Designated Senior Second Priority Representative, except that the Designated Senior Second Priority Representative shall be obligated to distribute proceeds of any Senior Second Priority Shared Collateral in accordance with Sections 4.01 and 12.0113.01.

Gratuitous Bailee for Perfection. Each Senior Priority Representative agrees to hold any Senior Priority Shared Collateral that can be perfected by the possession or control, in its possession or control (or in the possession or control of its agents or bailees) as sub-agent and gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other Senior Priority Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Senior Priority Shared Collateral, if any, Liens pursuant to the applicable Senior relevant Second Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 12.06; 5.5. 5.5.3. Except as otherwise specifically provided that herein, until the Discharge of Senior Obligations has occurred, the Senior Priority Representatives and the Senior Secured Parties agree shall be entitled to deliver deal with the Pledged or Controlled Collateral in accordance with the terms of the Senior Debt Documents as if the Liens under the Second Priority Collateral Documents did not exist. The rights of the Second Priority Representatives and the Second Priority Debt Parties with respect to the Pledged or Controlled Collateral shall at all such times be subject to the terms of this Agreement. 5.5.4. The Senior Representatives and the Senior Secured Parties shall have no obligation whatsoever to the Second Priority Representatives or any Second Priority Debt Party to assure that any of the Pledged or Controlled Collateral is genuine or owned by the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Shared Collateral, except as expressly set forth in this Section 5.5. The duties or responsibilities of the Senior Representatives under this Section 5.5 shall be limited solely to holding or controlling the Shared Collateral that can be perfected by and the possession or control related Liens referred to the Designated Senior Priority Representative together with any necessary endorsements (or otherwise allow the Designated Senior Priority Representative to obtain control of such Senior Priority Shared Collateral). The Designated Senior Priority Representative agrees to hold any Senior Priority Shared Collateral that can be perfected by the possession or control, from time to time in its possession or control, Sections 5.5.1 and 5.5.2 as sub-agent and gratuitous bailee such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other Senior Priority Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Senior Priority Shared Collateral, if any, pursuant to the applicable Senior Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 12.06 The duties or responsibilities of each Senior relevant Second Priority Representative under this Section 12.06 shall be limited solely to holding any Senior Priority Shared Collateral as gratuitous bailee for the benefit of each other Senior Priority Secured Party for purposes of perfecting the Lien held by such Second Priority Representative. 5.5.5. The Senior Representatives shall not have by reason of the Second Priority Secured Parties therein. Nothing Collateral Documents or this Agreement, or any other document, a fiduciary relationship in this Section 12.06 shall be construed to impose respect of any fiduciary or other duty on any Designated Senior Second Priority Representative or any Senior Second Priority Representative to any to any other Senior Priority Secured Party or give any Senior Priority Secured Party the right to direct the Designated Senior Debt Party, and each Second Priority Representative, except for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby waives and releases the Senior Representatives from all claims and liabilities arising pursuant to the Senior Representatives’ roles under this Section 5.5 as sub-agents and gratuitous bailees with respect to the Shared Collateral. 5.5.6. Upon the Discharge of Senior Obligations, each applicable Senior Representative shall, at the Grantors’ sole cost and expense, (i) (A) deliver to the Designated Second Priority Representative, to the extent that it is legally permitted to do so, all Shared Collateral, including all proceeds thereof, held or controlled by such Senior Representative or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged or Controlled Collateral, together with any necessary endorsements and notices to depositary banks, securities intermediaries and commodities intermediaries, and assign its rights under any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, or (B) direct and deliver such Shared Collateral as a court of competent jurisdiction may otherwise direct, (ii) notify any applicable insurance carrier that it is no longer entitled to be a loss payee or additional insured under the insurance policies of any Grantor issued by such insurance carrier and (iii) notify any governmental authority involved in any condemnation or similar proceeding involving any Grantor that the Designated Senior Second Priority Representative is entitled to approve any awards granted in such proceeding. The Borrower and the other Grantors shall be obligated take such further action as is required to distribute proceeds effectuate the transfer contemplated hereby, and the Borrower and the other Grantors shall indemnify each Senior Representative for loss or damage suffered by such Senior Representative as a result of such transfer, except for loss or damage suffered by any Senior Priority Collateral in accordance with Sections 4.01 and 12.01.such Person as a result of its own willful I-2-55

Gratuitous Bailee for Perfection. Each Senior Priority Representative acknowledges and agrees to that if it shall at any time hold a Lien securing any Senior Priority Shared Collateral that can be perfected by the possession or control, in its possession or control (or in the possession or control of its agents or bailees) as sub-agent and gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other Senior Priority Secured Party and Obligations on any assignee solely for the purpose of perfecting the security interest granted in such Senior Priority Shared Collateral, if any, pursuant to the applicable Senior Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 12.06; provided that the Senior Priority Secured Parties agree to deliver all such Senior Priority Shared Collateral that can be perfected by the possession or control to of such Shared Collateral or of any account in which such Shared Collateral is held, and if such Shared Collateral or any such account is in fact in the Designated Senior Priority Representative together with any necessary endorsements (possession or otherwise allow under the Designated Senior Priority Representative to obtain control of such Senior Priority Representative, or of agents or bailees of such Person (such Shared Collateral being referred to herein as the “Pledged or Controlled Collateral”), or if it shall at any time obtain any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral). The Designated , the applicable Senior Priority Representative agrees shall also hold such Pledged or Controlled Collateral, or take such actions with respect to hold any Senior Priority Shared Collateral that can be perfected by the possession such landlord waiver, bailee’s letter or control, from time to time in its possession similar agreement or controlarrangement, as sub-agent and or gratuitous bailee such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of relevant Second Priority Representatives, in each other Senior Priority Secured Party and any assignee, case solely for the purpose of perfecting the security interest Liens granted in such Senior Priority Shared Collateral, if any, pursuant to under the applicable Senior relevant Second Priority Collateral Documents, in each case, Documents and subject to the terms and conditions of this Section 12.06 5.05. Except as otherwise specifically provided herein, until the Discharge of Senior Obligations has occurred, the Senior Representatives and the Senior Secured Parties shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of the Senior Debt Documents as if the Liens under the Second Priority Collateral Documents did not exist. The rights of the Second Priority Representatives and the Second Priority Debt Parties with respect to the Pledged or Controlled Collateral shall at all times be subject to the terms of this Agreement. The Senior Representatives and the Senior Secured Parties shall have no obligation whatsoever to the Second Priority Representatives or any Second Priority Debt Party to assure that any of the Pledged or Controlled Collateral is genuine or owned by the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Shared Collateral, except as expressly set forth in this Section 5.05. The duties or responsibilities of each the Senior Priority Representative Representatives under this Section 12.06 5.05 shall be limited solely to holding any Senior Priority or controlling the Shared Collateral and the related Liens referred to in paragraphs (a) and (b) of this Section 5.05 as sub-agent and gratuitous bailee for the benefit of each other Senior relevant Second Priority Secured Party Representative for purposes of perfecting the Lien held by such Second Priority Representative. The Senior Representatives shall not have by reason of the Second Priority Secured Parties therein. Nothing Collateral Documents or this Agreement, or any other document, a fiduciary relationship in this Section 12.06 shall be construed to impose respect of any fiduciary or other duty on any Designated Senior Second Priority Representative or any Senior Second Priority Representative to any to any other Senior Priority Secured Party or give any Senior Priority Secured Party the right to direct the Designated Senior Debt Party, and each Second Priority Representative, except that for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby waives and releases the Senior Representatives from all claims and liabilities arising pursuant to the Senior Representatives’ roles under this Section 5.05 as sub-agents and gratuitous bailees with respect to the Shared Collateral. Upon the Discharge of Senior Obligations, each applicable Senior Representative shall, at the Grantors’ sole cost and expense, without recourse, representation or warranty (i) deliver to the Designated Second Priority Representative, to the extent that it is legally permitted to do so, all Shared Collateral, including all proceeds thereof, held or controlled by such Senior Representative or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged or Controlled Collateral, together with any necessary endorsements (such endorsements shall be without recourse, representation or warranty) and notices to depositary banks, securities intermediaries and commodities intermediaries, and assign its rights under any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, or (ii) direct and deliver such Shared Collateral as a court of competent jurisdiction may otherwise direct. The Company and the other Grantors shall take such further action as is reasonably required to effectuate the transfer contemplated hereby. The Senior Representatives have no obligations to follow instructions from any Second Priority Representative or any other Second Priority Debt Party in contravention of this Agreement. None of the Senior Representatives nor any of the other Senior Secured Parties shall be obligated required to distribute proceeds marshal any present or future collateral security for any obligations of the Company or any Subsidiary to any Senior Priority Collateral Representative or any Senior Secured Party under the Senior Debt Documents or any assurance of payment in accordance with Sections 4.01 respect thereof, or to resort to such collateral security or other assurances of payment in any particular order, and 12.01all of their rights in respect of such collateral security or any assurance of payment in respect thereof shall be cumulative and in addition to all other rights, however existing or arising.

Gratuitous Bailee for Perfection. (a) Each Senior Priority Representative acknowledges and agrees to that if it shall at any time hold a Lien securing any Senior Priority Shared Collateral that can be perfected by the possession or control, in its possession or control (or in the possession or control of its agents or bailees) as sub-agent and gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other Senior Priority Secured Party and Obligations on any assignee solely for the purpose of perfecting the security interest granted in such Senior Priority Shared Collateral, if any, pursuant to the applicable Senior Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 12.06; provided that the Senior Priority Secured Parties agree to deliver all such Senior Priority Shared Collateral that can be perfected by the possession or control to of such Shared Collateral or of any account in which such Shared Collateral is held, and if such Shared Collateral or any such account is in fact in the Designated Senior Priority Representative together with any necessary endorsements (possession or otherwise allow under the Designated Senior Priority Representative to obtain control of such Senior Priority Representative, or of agents or bailees of such Person (such Shared Collateral being referred to herein as the “Pledged or Controlled Collateral”), or if it shall any time obtain any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral). The Designated , the applicable Senior Priority Representative agrees shall also hold such Pledged or Controlled Collateral, or take such actions with respect to hold any Senior Priority Shared Collateral that can be perfected by the possession such landlord waiver, bailee’s letter or control, from time to time in its possession similar agreement or controlarrangement, as sub-agent and or gratuitous bailee such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of relevant Second Priority Representatives, in each other Senior Priority Secured Party and any assignee, case solely for the purpose of perfecting the security interest Liens granted in such Senior Priority Shared Collateral, if any, pursuant to under the applicable Senior relevant Second Priority Collateral Documents, in each case, Documents and subject to the terms and conditions of this Section 12.06 5.05. (b) Except as otherwise specifically provided herein, until the Discharge of Senior Obligations has occurred, the Senior Representatives and the Senior Secured Parties shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of the Senior Debt Documents as if the Liens under the Second Priority Collateral Documents did not exist. The rights of the Second Priority Representatives and the Second Priority Debt Parties with respect to the Pledged or Controlled Collateral shall at all times be subject to the terms of this Agreement. 20 (c) The Senior Representatives and the Senior Secured Parties shall have no obligation whatsoever to the Second Priority Representatives or any Second Priority Debt Party to assure that any of the Pledged or Controlled Collateral is genuine or owned by the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Shared Collateral, except as expressly set forth in this Section 5.05. The duties or responsibilities of each the Senior Priority Representative Representatives under this Section 12.06 5.05 shall be limited solely to holding any Senior Priority or controlling the Shared Collateral and the related Liens referred to in paragraphs (a) and (b) of this Section 5.05 as sub-agent and gratuitous bailee for the benefit of each other Senior relevant Second Priority Secured Party Representative for purposes of perfecting the Lien held by such Second Priority Representative. (d) The Senior Representatives shall not have by reason of the Second Priority Secured Parties therein. Nothing Collateral Documents or this Agreement, or any other document, a fiduciary relationship in this Section 12.06 shall be construed to impose respect of any fiduciary or other duty on any Designated Senior Second Priority Representative or any Senior Second Priority Representative to any to any other Senior Priority Secured Party or give any Senior Priority Secured Party the right to direct the Designated Senior Debt Party, and each, Second Priority Representative, except for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby waives and releases the Senior Representatives from all claims and liabilities arising pursuant to the Senior Representatives’ roles under this Section 5.05 as sub-agents and gratuitous bailees with respect to the Shared Collateral. (e) Upon the Discharge of Senior Obligations, each applicable Senior Representative shall, at the Grantors’ sole cost and expense, (i) (A) deliver to the Designated Second Priority Representative, to the extent that it is legally permitted to do so, all Shared Collateral, including all proceeds thereof, held or controlled by such Senior Representative or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged or Controlled Collateral, together with any necessary endorsements and notices to depositary banks, securities intermediaries and commodities intermediaries, and assign its rights under any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, or (B) direct and deliver such Shared Collateral as a court of competent jurisdiction may otherwise direct, (ii) notify any applicable insurance carrier that it is no longer entitled to be a loss payee or additional insured under the insurance policies of any Gran-tor issued by such insurance carrier and (iii) notify any governmental authority involved in any condemnation or similar proceeding involving any Grantor that the Designated Second Party Representative is entitled to approve any awards granted in such proceeding. The Borrower and the other Grantors shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each Senior Representative for loss or damage suffered by such Senior Representative as a result of such transfer, except for loss or damage suffered by any such Person as a result of its own willful misconduct, gross negligence or bad faith. The Senior Representatives have no obligations to follow instructions from any Second Priority Representative or any other Second Priority Debt Party in contravention of this Agreement. (f) None of the Senior Representatives nor any of the other Senior Secured Parties shall be obligated required to distribute proceeds marshal any present or future collateral security for any obligations of the Borrower or any Subsidiary to any Senior Priority Collateral Representative or any Senior Secured Party under the Senior Debt Documents or any assurance of payment in accordance with Sections 4.01 respect thereof, or to resort to such collateral security or other assurances of payment in any particular order, and 12.01.all of their rights in 21 respect of such collateral security or any assurance of payment in respect thereof shall be cumulative and in addition to all other rights, however existing or arising. SECTION 5.06

Gratuitous Bailee for Perfection. (a) Each Senior Priority Representative acknowledges and agrees to that if it shall at any time hold a Lien securing any Senior Priority Shared Collateral that can be perfected by the possession or control, in its possession or control (or in the possession or control of its agents or bailees) as sub-agent and gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other Senior Priority Secured Party and Obligations on any assignee solely for the purpose of perfecting the security interest granted in such Senior Priority Shared Collateral, if any, pursuant to the applicable Senior Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 12.06; provided that the Senior Priority Secured Parties agree to deliver all such Senior Priority Shared Collateral that can be perfected by the possession or control to of such Shared Collateral or of any account in which such Shared Collateral is held, and if such Shared Collateral or any such account is in fact in the Designated Senior Priority Representative together with any necessary endorsements (possession or otherwise allow under the Designated Senior Priority Representative to obtain control of such Senior Priority Representative, or of agents or bailees of such Person (such Shared Collateral being referred to herein as the “Pledged or Controlled Collateral”), or if it shall any time obtain any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral), the applicable Senior Representative shall also hold such Pledged or Controlled Collateral, or take such actions with respect to such landlord waiver, bailee’s letter or similar agreement or arrangement, as sub-agent or gratuitous bailee for the relevant Second Priority Representatives, in each case solely for the purpose of perfecting the Liens granted under the relevant Second Priority Collateral Documents and subject to the terms and conditions of this Section 5.05. The Designated (b) In the event that any Senior Priority Representative (or its agents or bailees) has Lien filings against Intellectual Property that is part of the Shared Collateral that are necessary for the perfection of Liens in such Shared Collateral, such Senior Representative agrees to hold any Senior Priority Shared Collateral that can be perfected by the possession or control, from time to time in its possession or control, such Liens as sub-agent and gratuitous bailee such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other Senior relevant Second Priority Secured Party Representatives and any assigneeassignee thereof, solely for the purpose of perfecting the security interest granted in such Senior Priority Shared Collateral, if any, Liens pursuant to the applicable Senior relevant Second Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 12.06 5.05. (c) Except as otherwise specifically provided herein, until the Discharge of Senior Obligations has occurred, the Senior Representatives and the Senior Secured Parties shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of the Senior Debt Documents as if the Liens under the Second Priority Collateral Documents did not exist. The rights of the Second Priority Representatives and the Second Priority Debt Parties with respect to the Pledged or Controlled Collateral shall at all times be subject to the terms of this Agreement. (d) The Senior Representatives and the Senior Secured Parties shall have no obligation whatsoever to the Second Priority Representatives or any Second Priority Debt Party to assure that any of the Pledged or Controlled Collateral is genuine or owned by the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Shared Collateral, except as expressly set forth in this Section 5.05. The duties or responsibilities of each the Senior Priority Representative Representatives under this Section 12.06 5.05 shall be limited solely to holding any Senior Priority or controlling the Shared Collateral and the related Liens referred to in paragraphs (a) and (b) of this Section 5.05 as sub-agent and gratuitous bailee for the benefit of each other Senior relevant Second Priority Secured Party Representative for purposes of perfecting the Lien held by such Second Priority Representative. (e) The Senior Representatives shall not have by reason of the Second Priority Secured Parties therein. Nothing Collateral Documents or this Agreement, or any other document, a fiduciary relationship in this Section 12.06 shall be construed to impose respect of any fiduciary or other duty on any Designated Senior Second Priority Representative or any Senior Second Priority Representative to any to any other Senior Priority Secured Party or give any Senior Priority Secured Party the right to direct the Designated Senior Debt Party, and each, Second Priority Representative, except for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby waives and releases the Senior Representatives from all claims and liabilities arising pursuant to the Senior Representatives’ roles under this Section 5.05 as sub-agents and gratuitous bailees with respect to the Shared Collateral. (f) Upon the Discharge of Senior Obligations, each applicable Senior Representative shall, at the Grantors’ sole cost and expense, (i) (A) deliver to the Designated Second Priority Representative, to the extent that it is legally permitted to do so, all Shared Collateral, including all proceeds thereof, held or controlled by such Senior Representative or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged or Controlled Collateral, together with any necessary endorsements and notices to depositary banks, securities intermediaries and commodities intermediaries, and assign its rights under any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, or (B) direct and deliver such Shared Collateral as a court of competent jurisdiction may otherwise direct, (ii) notify any applicable insurance carrier that it is no longer entitled to be a loss payee or additional insured under the insurance policies of any Grantor issued by such insurance carrier and (iii) notify any governmental authority involved in any condemnation or similar proceeding involving any Grantor that the Designated Second Party Representative is entitled to approve any awards granted in such proceeding. The Borrowers and the other Grantors shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each Senior Representative for loss or damage suffered by such Senior Representative as a result of such transfer, except for loss or damage suffered by any such Person as a result of its own willful misconduct or gross negligence as determined by a final non-appealable judgment of a court of competent jurisdiction. The Senior Representatives have no obligations to follow instructions from any Second Priority Representative or any other Second Priority Debt Party in contravention of this Agreement. No Senior Representative shall have any liability to any Second Priority Debt Party. (g) None of the Senior Representatives nor any of the other Senior Secured Parties shall be obligated required to distribute proceeds marshal any present or future collateral security for any obligations of the Borrowers or any Subsidiary to any Senior Representative or any Senior Secured Party under the Senior Debt Documents or any assurance of payment in respect thereof or to any Second Priority Collateral Debt Party, or to resort to such collateral security or other assurances of payment in accordance with Sections 4.01 any particular order, and 12.01all of their rights in respect of such collateral security or any assurance of payment in respect thereof shall be cumulative and in addition to all other rights, however existing or arising. SECTION 5.06.

Gratuitous Bailee for Perfection. (b) Each Senior Priority Representative acknowledges and agrees to that if it shall at any time hold a Lien securing any Senior Priority Shared Collateral that can be perfected by the possession or control, in its possession or control (or in the possession or control of its agents or bailees) as sub-agent and gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other Senior Priority Secured Party and Obligations on any assignee solely for the purpose of perfecting the security interest granted in such Senior Priority Shared Collateral, if any, pursuant to the applicable Senior Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 12.06; provided that the Senior Priority Secured Parties agree to deliver all such Senior Priority Shared Specified Collateral that can be perfected by the possession or control to of such Specified Collateral, and if such Specified Collateral is in fact in the Designated Senior Priority Representative together with any necessary endorsements (possession or otherwise allow under the Designated Senior Priority Representative to obtain control of such Senior Priority Shared Representative, or of agents or bailees of such Person (such Specified Collateral being referred to herein as the “Pledged or Controlled Collateral”). The Designated , or if it shall at any time obtain any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Specified Collateral, the applicable Senior Priority Representative agrees shall also hold such Pledged or Controlled Collateral, or take such actions with respect to hold any Senior Priority Shared Collateral that can be perfected by the possession such landlord waiver, bailee’s letter or control, from time to time in its possession similar agreement or controlarrangement, as sub-agent and or gratuitous bailee such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of relevant Junior Priority Representatives, in each other Senior Priority Secured Party and any assignee, case solely for the purpose of perfecting the security interest Liens granted in such Senior Priority Shared Collateral, if any, pursuant to under the applicable Senior relevant Junior Priority Collateral Documents, in each case, Documents and subject to the terms and conditions of this Section 12.06 5.04. [Reserved.] Except as otherwise specifically provided herein, until the Discharge of Senior Obligations has occurred, the Senior Representatives and the Senior Secured Parties shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of the Senior Debt Documents as if the Liens under the Junior Priority Collateral Documents securing Junior Priority Debt Obligations did not exist. The rights of the Junior Priority Representatives and the Junior Priority Debt Parties with respect to the Pledged or Controlled Collateral shall at all times be subject to the terms of this Agreement. The Senior Representatives and the Senior Secured Parties shall have no obligation whatsoever to the Junior Priority Representatives or any Junior Priority Debt Party to assure that any of the Pledged or Controlled Collateral is genuine or owned by the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Shared Collateral, except as expressly set forth in this Section 5.04. The duties or responsibilities of each the Senior Priority Representative Representatives under this Section 12.06 5.04 shall be limited solely to holding any Senior Priority or controlling the Shared Collateral and the related Liens referred to in paragraphs (a) and (b) of this Section 5.04 as sub-agent and gratuitous bailee for the benefit of each other Senior relevant Junior Priority Secured Party Representative for purposes of perfecting the Lien held by such Junior Priority Representative. The Senior Representatives shall not have by reason of the Junior Priority Secured Parties therein. Nothing Collateral Documents or this Agreement, or any other document, a fiduciary relationship in this Section 12.06 shall be construed to impose respect of any fiduciary or other duty on any Designated Senior Junior Priority Representative or any Senior Junior Priority Representative to any to any other Senior Priority Secured Party or give any Senior Priority Secured Party the right to direct the Designated Senior Debt Party, and each Junior Priority Representative, except that for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby waives and releases the Senior Representatives from all claims and liabilities arising pursuant to the Senior Representatives’ roles under this Section 5.04 as sub-agents and gratuitous bailees with respect to the Shared Collateral. Upon the Discharge of Senior Obligations, each applicable Senior Representative shall, at the Grantors’ sole cost and expense, (i) deliver to the Designated Junior Priority Representative, to the extent that it is legally permitted to do so, all Shared Collateral, including all proceeds thereof, held or controlled by such Senior Representative or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged or Controlled Collateral, together with any necessary endorsements and notices to depositary banks, securities intermediaries and commodities intermediaries or (ii) direct and deliver such Shared Collateral as a court of competent jurisdiction may otherwise direct. The Grantors shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each Senior Representative for loss or damage suffered by such Senior Representative as a result of such transfer, except for loss or damage suffered by any such Person as a result of its own wilful misconduct, gross negligence or bad faith. The Senior Representatives have no obligations to follow instructions from any Junior Priority Representative or any other Junior Priority Debt Party in contravention of this Agreement. None of the Senior Representatives nor any of the other Senior Secured Parties shall be obligated required to distribute proceeds marshal any present or future collateral security for any obligations of the Borrower or any Subsidiary to any Senior Representative or any Senior Secured Party under the Senior Debt Documents or any assurance of payment in respect thereof, or to resort to such collateral security or other assurances of payment in any particular order, and all of their rights in respect of such collateral security or any assurance of payment in respect thereof shall be cumulative and in addition to all other rights, however existing or arising. When Discharge of Senior Obligations Deemed to Not Have Occurred. If, at any time after the Discharge of Senior Obligations has occurred, the Borrower or any Subsidiary incurs any Senior Obligations (other than in respect of the payment of indemnities surviving the Discharge of Senior Obligations), then such Discharge of Senior Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken prior to the date of such designation as a result of the occurrence of such first Discharge of Senior Obligations) and the applicable agreement governing such Senior Obligations shall automatically be treated as a Senior Debt Document for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Shared Collateral set forth herein and the granting by the applicable Senior Representative of amendments, waivers and consents hereunder and the agent, representative or trustee for the holders of such Senior Obligations shall be a Senior Representative for all purposes of this Agreement. Upon receipt of notice of such incurrence (including the identity of the new Senior Representative) from the Borrower, each Junior Priority Collateral Representative (including the Designated Junior Priority Representative) shall promptly (a) enter into such documents and agreements (at the sole expense of the Borrower), including amendments or supplements to this Agreement, as the Borrower or such new Senior Representative shall reasonably request in accordance writing in order to provide the new Senior Representative the rights of a Senior Representative contemplated hereby (b) deliver to such Senior Representative, to the extent that it is legally permitted to do so, all Shared Collateral, including all proceeds thereof, held or controlled by such Junior Priority Representative or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged or Controlled Collateral, together with Sections 4.01 any necessary endorsements and 12.01notices to depositary banks, securities intermediaries and commodities intermediaries. Insolvency or Liquidation Proceedings.

Gratuitous Bailee for Perfection. Each Senior Priority Representative acknowledges and agrees to that if it shall at any time hold a Lien securing any Senior Priority Shared Collateral that can be perfected by the possession or control, in its possession or control (or in the possession or control of its agents or bailees) as sub-agent and gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other Senior Priority Secured Party and Obligations on any assignee solely for the purpose of perfecting the security interest granted in such Senior Priority Shared Collateral, if any, pursuant to the applicable Senior Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 12.06; provided that the Senior Priority Secured Parties agree to deliver all such Senior Priority Shared Collateral that can be perfected by the possession or control to of such Shared Collateral or of any account in which such Shared Collateral is held, and if such Shared Collateral or any such account is in fact in the Designated Senior Priority Representative together with any necessary endorsements (possession or otherwise allow under the Designated Senior Priority Representative to obtain control of such Senior Priority Representative, or of agents or bailees of such Person (such Shared Collateral being referred to herein as the “Pledged or Controlled Collateral”), or if it shall any time obtain any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral). The Designated , the applicable Senior Priority Representative agrees shall also hold such Pledged or Controlled Collateral, or take such actions with respect to hold any Senior Priority Shared Collateral that can be perfected by the possession such landlord waiver, bailee’s letter or control, from time to time in its possession similar agreement or controlarrangement, as sub-agent and or gratuitous bailee such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of relevant Second Priority Representatives, in each other Senior Priority Secured Party and any assignee, case solely for the purpose of perfecting the security interest Liens granted in such Senior Priority Shared Collateral, if any, pursuant to under the applicable Senior relevant Second Priority Collateral Documents, in each case, Documents and subject to the terms and conditions of this Section 12.06 5.05. Except as otherwise specifically provided herein, until the Discharge of Senior Obligations has occurred, the Senior Representatives and the Senior Secured Parties shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of the Senior Debt Documents as if the Liens under the Second Priority Collateral Documents did not exist. The rights of the Second Priority Representatives and the Second Priority Debt Parties with respect to the Pledged or Controlled Collateral shall at all times be subject to the terms of this Agreement. The Senior Representatives and the Senior Secured Parties shall have no obligation whatsoever to the Second Priority Representatives or any Second Priority Debt Party to assure that any of the Pledged or Controlled Collateral is genuine or owned by the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Shared Collateral, except as expressly set forth in this Section 5.05. The duties or responsibilities of each the Senior Priority Representative Representatives under this Section 12.06 5.05 shall be limited solely to holding any Senior Priority or controlling the Shared Collateral and the related Liens referred to in paragraphs (a) and (b) of this Section 5.05 as sub-agent and gratuitous bailee for the benefit of each other Senior relevant Second Priority Secured Party Representative for purposes of perfecting the Lien held by such Second Priority Representative. The Senior Representatives shall not have by reason of the Second Priority Secured Parties therein. Nothing Collateral Documents or this Agreement, or any other document, a fiduciary relationship in this Section 12.06 shall be construed to impose respect of any fiduciary or other duty on any Designated Senior Second Priority Representative or any Senior Second Priority Representative to any to any other Senior Priority Secured Party or give any Senior Priority Secured Party the right to direct the Designated Senior Debt Party, and each, Second Priority Representative, except for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby waives and releases the Senior Representatives from all claims and liabilities arising pursuant to the Senior Representatives’ roles under this Section 5.05 as sub-agents and gratuitous bailees with respect to the Shared Collateral. Upon the Discharge of Senior Obligations, each applicable Senior Representative shall, at the Grantors’ sole cost and expense, (i) (A) deliver to the Designated Second Priority Representative, to the extent that it is legally permitted to do so, all Shared Collateral, including all proceeds thereof, held or controlled by such Senior Representative or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged or Controlled Collateral, together with any necessary endorsements and notices to depositary banks, securities intermediaries and commodities intermediaries, and assign its rights under any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, or (B) direct and deliver such Shared Collateral as a court of competent jurisdiction may otherwise direct, (ii) notify any applicable insurance carrier that it is no longer entitled to be a loss payee or additional insured under the insurance policies of any Gran-tor issued by such insurance carrier and (iii) notify any governmental authority involved in any condemnation or similar proceeding involving any Grantor that the Designated Second Party Representative is entitled to approve any awards granted in such proceeding. The Company and the other Grantors shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each Senior Representative for loss or damage suffered by such Senior Representative as a result of such transfer, except for loss or damage suffered by any such Person as a result of its own willful misconduct, gross negligence or bad faith. The Senior Representatives have no obligations to follow instructions from any Second Priority Representative or any other Second Priority Debt Party in contravention of this Agreement. None of the Senior Representatives nor any of the other Senior Secured Parties shall be obligated required to distribute proceeds marshal any present or future collateral security for any obligations of the Company or any Subsidiary to any Senior Priority Collateral Representative or any Senior Secured Party under the Senior Debt Documents or any assurance of payment in accordance with Sections 4.01 respect thereof, or to resort to such collateral security or other assurances of payment in any particular order, and 12.01all of their rights in respect of such collateral security or any assurance of payment in respect thereof shall be cumulative and in addition to all other rights, however existing or arising.