Common use of Possessory Collateral Agent as Gratuitous Bailee for Perfection Clause in Contracts

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) So long as the Discharge of First Lien Obligations has not occurred, each First Lien Collateral Agent shall be entitled to deal with the Possessory or Controlled Collateral in accordance with the terms of this Agreement and the other First Lien Credit Documents as if the Second Priority Liens did not exist. The obligations and responsibilities of the First Lien Collateral Agents to the Second Lien Collateral Agents and the other Second Lien Secured Parties under this Section 6.08 shall be limited solely to holding or controlling the Possessory or Controlled Collateral as gratuitous bailee or gratuitous agent for the Second Lien Collateral Agents and the other Second Lien Secured Parties for the purpose of perfecting the Lien held by the Second Lien Secured Parties, and transferring the Possessory or Controlled Collateral, in each case subject to the terms and conditions of this Section 6.08. Without limiting the foregoing, the First Lien Collateral Agents shall have no obligation or responsibility to ensure that any Possessory or Controlled Collateral is genuine or owned by any of the Grantors or, other than holding or controlling such Possessory or Controlled Collateral as gratuitous bailee or gratuitous agent for or on behalf of the Second Lien Collateral Agents and the other Second Lien Secured Parties, to preserve the rights or benefits of any Person. The First Lien Collateral Agents acting pursuant to this Section 6.08 shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any Second Lien Collateral Agent or any other Second Lien Secured Party. The parties recognize that the interest of the First Lien Collateral Agents, on the one hand, and the Second Lien Collateral Agents and the other Second Lien Secured Parties, on the other hand, may differ, and each First Lien Collateral Agent may act in its own interest without taking into account the interest of the Second Lien Collateral Agents or any other Second Lien Secured Party.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) So long as Possessory Collateral shall be delivered to the Discharge of First Lien Obligations has not occurred, each First Lien Controlling Collateral Agent shall be entitled therefor and each Controlling Collateral Agent agrees to deal with hold all Possessory Collateral that is in its possession or control (or in the Possessory possession or Controlled Collateral in accordance with control of its agents or bailees) as gratuitous bailee for the terms benefit of this Agreement and the each other First Lien Credit Documents as if the Second Priority Liens did not exist. The obligations Secured Party for which such Possessory Collateral is Shared Collateral and responsibilities of the First Lien Collateral Agents to the Second Lien Collateral Agents and the other Second Lien Secured Parties under this Section 6.08 shall be limited any assignee solely to holding or controlling the Possessory or Controlled Collateral as gratuitous bailee or gratuitous agent for the Second Lien Collateral Agents and the other Second Lien Secured Parties for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien held by the Second Lien Secured Parties, and transferring the Possessory or Controlled CollateralSecurity Documents, in each case case, subject to the terms and conditions of this Section 6.082.09; provided that at any time a Controlling Collateral Agent ceases to be Controlling Collateral Agent with respect to any Possessory Collateral, such former Controlling Collateral Agent shall, at the request of the new Controlling Collateral Agent, promptly deliver all such Possessory Collateral to such new Controlling Collateral Agent together with any necessary endorsements (or otherwise allow such new Controlling Collateral Agent to obtain control of such Possessory Collateral). Without limiting The Borrowers shall take such further action as is required to effectuate the foregoingtransfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of their own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. (b) Each Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee for the benefit of each other First Lien Collateral Agents shall have no obligation or responsibility to ensure that Secured Party and any Possessory or Controlled Collateral is genuine or owned by any assignee, solely for the purpose of perfecting the Grantors or, other than holding or controlling security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (c) The duties or Controlled responsibilities of each Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee or gratuitous agent for or on behalf the benefit of the Second Lien Collateral Agents and the each other Second First Lien Secured Parties, to preserve Party for purposes of perfecting the rights or benefits of any Person. The Lien held by such First Lien Collateral Agents acting pursuant to this Section 6.08 shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any Second Lien Collateral Agent or any other Second Lien Secured PartyParties thereon. The parties recognize that the interest of the First Lien Collateral Agents, on the one hand, and the Second Lien Collateral Agents and the other Second Lien Secured Parties, on the other hand, may differ, and each First Lien Collateral Agent may act in its own interest without taking into account the interest of the Second Lien Collateral Agents or any other Second Lien Secured Party.SECTION 2.10

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) So long as The Applicable Authorized Representative agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Discharge of First Lien Obligations has not occurred, each First Lien Collateral Agent shall be entitled to deal with the Possessory or Controlled Shared Collateral in accordance with its possession or control (or in the terms possession or control of this Agreement its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Credit Documents as if the Second Priority Liens did not exist. The obligations Secured Party and responsibilities of the First Lien Collateral Agents to the Second Lien Collateral Agents and the other Second Lien Secured Parties under this Section 6.08 shall be limited any assignee solely to holding or controlling the Possessory or Controlled Collateral as gratuitous bailee or gratuitous agent for the Second Lien Collateral Agents and the other Second Lien Secured Parties for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien held by the Second Lien Secured Parties, and transferring the Possessory or Controlled CollateralSecurity Documents, in each case case, subject to the terms and conditions of this Section 6.08. Without limiting 2.09; provided that at any time after the foregoing, Discharge of the First Lien Collateral Agents shall have no obligation or responsibility to ensure that any Possessory or Controlled Collateral is genuine or owned by any Obligations of the Grantors orSeries for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors), promptly deliver all Possessory Collateral to the new Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements reasonably requested by the new Applicable Authorized Representative (or make such other than holding or controlling arrangements as shall be reasonably requested by the new Applicable Authorized Representative to allow the new Applicable Authorized Representative to obtain control of such Possessory Collateral). Pending delivery to the new Applicable Authorized Representative, each other Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (b) The duties or Controlled responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee or gratuitous and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein, taking into account a pledgee’s general fiduciary duty (Sw. vårdplikt) pursuant to Swedish law. -13- ARTICLE III Existence and Amounts of Liens and Obligations SECTION 3.01. Determinations with Respect to Amounts of Liens and Obligations. Whenever any Collateral Agent shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any First Lien Obligations of any Series, or the Shared Collateral subject to any Lien securing the First Lien Obligations of any Series, it may request that such information be furnished to it in writing by each other Collateral Agent and shall be entitled to make such determination on behalf the basis of the Second Lien information so furnished; provided, however, that if any Collateral Agents Agent shall fail or refuse reasonably promptly to provide the requested information, the requesting Collateral Agent shall be entitled to make any such determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Borrower. Each Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the other Second provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any Grantor, any First Lien Secured Parties, to preserve the rights or benefits of any Person. The First Lien Collateral Agents acting pursuant to this Section 6.08 shall not, by reason of this Agreement, any other Security Document Party or any other documentPerson as a result of such determination, have except for any liability caused by its gross negligence, bad fair or willful misconduct (as found by a fiduciary relationship court of competent jurisdiction in respect of any Second Lien Collateral Agent or any other Second Lien Secured Partya non-appealable judgment). The parties recognize that the interest of the First Lien Collateral Agents, on the one hand, and the Second Lien Collateral Agents and the other Second Lien Secured Parties, on the other hand, may differ, and each First Lien Collateral Agent may act in its own interest without taking into account the interest of the Second Lien Collateral Agents or any other Second Lien Secured Party.ARTICLE IV

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) So long as the Discharge of First Lien Obligations has not occurred, each First Lien The Collateral Agent shall be entitled and each Sub-Collateral Agent agrees to deal with hold (including by way of control) any Shared Collateral that is in its possession or under its control (or in the Possessory possession or Controlled Collateral in accordance with the terms control of this Agreement and the other First Lien Credit Documents as if the Second Priority Liens did not exist. The obligations and responsibilities of the First Lien Collateral Agents to the Second Lien Collateral Agents and the other Second Lien Secured Parties under this Section 6.08 shall be limited solely to holding its agents or controlling the Possessory or Controlled Collateral bailees) as gratuitous bailee or gratuitous agent agent, as applicable, for the Second Lien Collateral Agents benefit of each other Secured Party and the other Second Lien Secured Parties any permitted assignee solely for the purpose of perfecting the Lien held by security interest granted in such Shared Collateral, if any, pursuant to the Second Lien Secured Parties, and transferring the Possessory or Controlled Collateralapplicable Security Documents, in each case case, subject to the terms and conditions of this Section 6.08. Without limiting 2.09; provided that if the foregoingCollateral Agent or any Sub-Collateral Agent resigns or is removed pursuant to this Agreement, the First Lien Collateral Agents Agent (or the applicable Sub-Collateral Agent) shall have no obligation or responsibility to ensure that any Possessory or Controlled Collateral is genuine or owned by any (at the sole cost and expense of the Grantors orCompany), promptly deliver all Possessory Collateral, if any, to the successor Collateral Agent (or the applicable Sub-Collateral Agent) together with any necessary endorsements reasonably requested by the successor Collateral Agent (or the applicable Sub-Collateral Agent) (or make such other than holding arrangements as shall be reasonably requested by the successor Collateral Agent (or controlling the applicable Sub-Collateral Agent) to allow the successor Collateral Agent (or the applicable Sub-Collateral Agent) to obtain control of such Possessory Shared Collateral). Pending delivery or Controlled granting control to the successor Collateral Agent (or the applicable successor Sub-Collateral Agent), each Senior Secured Party Representative agrees to hold (including by way of control) any Shared Collateral, from time to time in its possession or under its control, as gratuitous bailee or gratuitous agent for or on behalf the benefit of each other Secured Party and any permitted assignee, solely for the Second Lien Collateral Agents and purpose of perfecting the other Second Lien Secured Partiessecurity interest granted in such Shared Collateral, to preserve the rights or benefits of any Person. The First Lien Collateral Agents acting if any, pursuant to the applicable Security Documents, in each case, subject to the terms and conditions of this Section 6.08 shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any Second Lien Collateral Agent or any other Second Lien Secured Party. The parties recognize that the interest of the First Lien Collateral Agents, on the one hand, and the Second Lien Collateral Agents and the other Second Lien Secured Parties, on the other hand, may differ, and each First Lien Collateral Agent may act in its own interest without taking into account the interest of the Second Lien Collateral Agents or any other Second Lien Secured Party2.09.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) So long as Each of the Discharge of Applicable First Lien Obligations has not occurredAgent and the Applicable Second Lien Agent, on behalf of itself and the relevant Secured Parties, hereby agrees that: (i) each First Lien Possessory Collateral Agent shall be entitled to deal with hold the Possessory Collateral that is in its possession or Controlled Collateral control (or in accordance with the terms possession or control of this Agreement and the other First Lien Credit Documents as if the Second Priority Liens did not exist. The obligations and responsibilities of the First Lien Collateral Agents to the Second Lien Collateral Agents and the other Second Lien Secured Parties under this Section 6.08 shall be limited solely to holding its agents or controlling the Possessory or Controlled Collateral bailees) as gratuitous bailee or gratuitous agent for the Second Lien Collateral Agents benefit of each Secured Party and the other Second Lien Secured Parties any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral pursuant to the Term Facility Security Documents, the RBL Facility Security Documents, the Other First-Priority Lien held by Obligations Security Documents or the Second Other Second-Priority Lien Secured PartiesObligations Security Documents, and transferring the Possessory or Controlled Collateral, in each case subject to the terms and conditions of this Section 6.08. Without limiting 2.11; (ii) to the foregoing, the First Lien Collateral Agents shall have no obligation or responsibility to ensure that extent any Possessory or Controlled Collateral is genuine possessed by or owned by any is under the control of the Grantors or, a Collateral Agent (either directly or through its agents or bailees) other than holding or controlling the Applicable Agent, such Collateral Agent shall deliver such Possessory Collateral to (or Controlled shall cause such Possessory Collateral to be delivered to) the Applicable Agent and shall take all actions reasonably requested in writing by the Applicable Agent to cause the Applicable Agent to have possession or control of same; and • pending such delivery to the Applicable Agent, each other Collateral Agent shall hold any Possessory Collateral as gratuitous bailee or gratuitous agent for or on behalf the benefit of each other Secured Party and any assignee, solely for the Second Lien Collateral Agents and purpose of perfecting the other Second Lien Secured Partiessecurity interest granted in such Possessory Collateral, to preserve the rights or benefits of any Person. The First Lien Collateral Agents acting if any, pursuant to the applicable RBL Facility Security Documents, Term Facility Security Documents, Other First-Priority Lien Obligations Security Documents or Other Second-Priority Lien Obligations Security Documents, in each case, subject to the terms and conditions of this Section 6.08 shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any Second Lien Collateral Agent or any other Second Lien Secured Party. The parties recognize that the interest of the First Lien Collateral Agents, on the one hand, and the Second Lien Collateral Agents and the other Second Lien Secured Parties, on the other hand, may differ, and each First Lien Collateral Agent may act in its own interest without taking into account the interest of the Second Lien Collateral Agents or any other Second Lien Secured Party2.11.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) So long as Each of the Discharge of Applicable First Lien Obligations has not occurredAgent and the Applicable Second Lien Agent, on behalf of itself and the relevant Secured Parties, hereby agrees that: %4. each First Lien Possessory Collateral Agent shall be entitled to deal with hold the Possessory Collateral that is in its possession or Controlled Collateral control (or in accordance with the terms possession or control of this Agreement and the other First Lien Credit Documents as if the Second Priority Liens did not exist. The obligations and responsibilities of the First Lien Collateral Agents to the Second Lien Collateral Agents and the other Second Lien Secured Parties under this Section 6.08 shall be limited solely to holding its agents or controlling the Possessory or Controlled Collateral bailees) as gratuitous bailee or gratuitous agent for the Second Lien Collateral Agents benefit of each Secured Party and the other Second Lien Secured Parties any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral pursuant to the Term Facility Security Documents, the RBL Facility Security Documents, the Other First-Priority Lien held by Obligations Security Documents or the Second Other Second-Priority Lien Secured PartiesObligations Security Documents, and transferring the Possessory or Controlled Collateral, in each case subject to the terms and conditions of this Section 6.082.11; %4. Without limiting to the foregoing, the First Lien Collateral Agents shall have no obligation or responsibility to ensure that extent any Possessory or Controlled Collateral is genuine possessed by or owned by any is under the control of the Grantors or, a Collateral Agent (either directly or through its agents or bailees) other than holding or controlling the Applicable Possessory Collateral Agent, such Collateral Agent shall deliver such Possessory Collateral to (or Controlled shall cause such Possessory Collateral to be delivered to) the Applicable Possessory Collateral Agent and shall take all actions reasonably requested in writing by the Applicable Possessory Collateral Agent to cause the Applicable Possessory Collateral Agent to have possession or control of same; and %4. pending such delivery to the Applicable Possessory Collateral Agent, each other Collateral Agent shall hold any Possessory Collateral as gratuitous bailee or gratuitous agent for or on behalf the benefit of each other Secured Party and any assignee, solely for the Second Lien Collateral Agents and purpose of perfecting the other Second Lien Secured Partiessecurity interest granted in such Possessory Collateral, to preserve the rights or benefits of any Person. The First Lien Collateral Agents acting if any, pursuant to the applicable RBL Facility Security Documents, Term Facility Security Documents, Other First-Priority Lien Obligations Security Documents or Other Second-Priority Lien Obligations Security Documents, in each case, subject to the terms and conditions of this Section 6.08 shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any Second Lien Collateral Agent or any other Second Lien Secured Party. The parties recognize that the interest of the First Lien Collateral Agents, on the one hand, and the Second Lien Collateral Agents and the other Second Lien Secured Parties, on the other hand, may differ, and each First Lien Collateral Agent may act in its own interest without taking into account the interest of the Second Lien Collateral Agents or any other Second Lien Secured Party2.11.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) So long as Subject to the Discharge of First Lien/Second Lien Intercreditor Agreement, to the extent not required to be delivered to the Designated First Lien Obligations has not occurredRepresentative (as defined in the First Lien/Second Lien Intercreditor Agreement), each First Lien the Possessory Collateral shall be delivered, or control thereof transferred, to the Controlling Collateral Agent shall be entitled to deal with and (pending delivery or transfer of control of the Possessory or Controlled Collateral to the Controlling Collateral Agent) the Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral in accordance with its possession or control (or in the terms possession or control of this Agreement and the other First Lien Credit Documents as if the Second Priority Liens did not exist. The obligations and responsibilities of the First Lien Collateral Agents to the Second Lien Collateral Agents and the other Second Lien Secured Parties under this Section 6.08 shall be limited solely to holding its agents or controlling the Possessory or Controlled Collateral bailees) as gratuitous bailee or gratuitous agent for the Second Lien Collateral Agents and the benefit of each other Second Second-Lien Secured Parties Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable Second-Lien held by the Second Lien Secured Parties, and transferring the Possessory or Controlled CollateralSecurity Documents, in each case case, subject to the terms and conditions of this Section 6.08. Without limiting the foregoing, the First 2.09; provided that at any time a Second-Lien Collateral Agents shall have no obligation or responsibility to ensure that any Possessory or Controlled Collateral is genuine or owned by any of the Grantors or, Secured Party (other than holding or controlling such Possessory or Controlled Collateral as gratuitous bailee or gratuitous agent for or on behalf of the Second Lien Collateral Agents and the other Second Lien Secured Parties, to preserve the rights or benefits of any Person. The First Lien Collateral Agents acting pursuant to this Section 6.08 shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any Second Lien Controlling Collateral Agent or its agents or bailees) is in possession or control of any other Possessory Collateral, such Second-Lien Secured Party shall, at the request of the Issuers or the Controlling Collateral Agent (if not required to be delivered to the Designated First Lien Representative (as defined in the First Lien/Second Lien Secured PartyIntercreditor Agreement)), promptly deliver or transfer control of all Possessory Collateral in its possession to the Controlling Collateral Agent together with any necessary endorsements in its possession (or otherwise allow the Controlling Collateral Agent to obtain possession or control of such Possessory Collateral). The parties recognize that Issuers shall take such further action as is required to effectuate the interest of the First Lien Collateral Agents, on the one hand, transfer contemplated hereby and the Second Lien Collateral Agents and the other Second Lien Secured Parties, on the other hand, may differ, and shall indemnify each First Lien Collateral Agent may act in for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own interest without taking into account the interest of the Second Lien Collateral Agents willful misconduct, gross negligence or any other Second Lien Secured Partybad faith.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (ac) So long as the Discharge of First Lien Obligations has not occurred, each First Lien Collateral Agent shall be entitled to deal with the Possessory or Controlled Collateral in accordance with the terms of this Agreement and the other First Lien Credit Documents as if the Second Priority Liens did not exist. The obligations and responsibilities of the First Lien Collateral Agents to the Second Lien Collateral Agents and the other Second Lien Secured Parties under this Section 6.08 shall be limited solely to holding or controlling the Possessory or Controlled Collateral as gratuitous bailee or gratuitous agent for the Second Lien Collateral Agents and the other Second Lien Secured Parties for the purpose of perfecting the Lien held by the Second Lien Secured Parties, and transferring the Possessory or Controlled Collateral, in each case subject to the terms and conditions of this Section 6.08. Without limiting the foregoing, the First Lien Collateral Agents shall have no obligation or responsibility to ensure that any Possessory or Controlled Collateral is genuine or owned by any of the Grantors or, other than holding or controlling such Possessory or Controlled Collateral as gratuitous bailee or gratuitous agent for or on behalf of the Second Lien Collateral Agents and the other Second Lien Secured Parties, to preserve the rights or benefits of any Person. The First Lien Collateral Agents acting pursuant to this Section 6.08 shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any Second Lien Collateral Agent or any other Second Lien Secured Party. The parties recognize that the interest of the First Lien Collateral Agents, on the one hand, and the Second Lien Collateral Agents and the other Second Lien Secured Parties, on the other hand, may differ, and each First Lien Collateral Agent may act in its own interest without taking into account the interest of the Second Lien Collateral Agents or any other Second Lien Secured Party.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) So long as The Possessory Collateral shall be delivered to the Discharge of First Lien Obligations has not occurred, each First Lien Applicable Collateral Agent shall be entitled and the Applicable Collateral Agent agrees to deal with hold any Shared Collateral constituting Possessory Collateral that is part of the Possessory or Controlled Shared Collateral in accordance with its possession or control (or in the terms possession or control of this Agreement and its agents or bailees) as gratuitous bailee for the benefit of each other First Lien Credit Documents as if the Second Priority Liens did not exist. The obligations Secured Party and responsibilities of the First Lien Collateral Agents to the Second Lien Collateral Agents and the other Second Lien Secured Parties under this Section 6.08 shall be limited any assignee solely to holding or controlling the Possessory or Controlled Collateral as gratuitous bailee or gratuitous agent for the Second Lien Collateral Agents and the other Second Lien Secured Parties for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien held by the Second Lien Secured Parties, and transferring the Possessory or Controlled CollateralSecurity Documents, in each case case, subject to the terms and conditions of this Section 6.082.09; provided that at any time a Collateral Agent ceases to be the Applicable Collateral Agent, such former Applicable Collateral Agent shall, at the request of the new Applicable Collateral Agent, promptly deliver all such Possessory Collateral to the new Applicable Collateral Agent together with any necessary endorsements (or otherwise allow such new Applicable Collateral Agent to obtain control of such Possessory Collateral). Without limiting the foregoingIf any Applicable Collateral Agent or Applicable Authorized Representative 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 First Lien Applicable Collateral Agents Agent and Applicable Authorized Representative shall have no obligation also hold such Shared Collateral, or responsibility take such actions with respect to ensure that any Possessory such landlord waiver, bailee’s letter or Controlled Collateral is genuine similar agreement or owned by any of the Grantors orarrangement, other than holding as agent or controlling such Possessory or Controlled Collateral as gratuitous bailee or gratuitous agent for or on behalf of the Second Lien Collateral Agents and the other Second First Lien Secured Parties, to preserve in each case solely for the rights or benefits purpose of any Personperfecting the Liens granted under the relevant First Lien Security Documents. The First Lien Collateral Agents acting pursuant Company shall take such further action as is required to this Section 6.08 effectuate the transfer contemplated hereby and shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any Second Lien indemnify each Collateral Agent for loss or any other Second Lien Secured Party. The parties recognize that the interest of the First Lien Collateral Agents, on the one hand, and the Second Lien Collateral Agents and the other Second Lien Secured Parties, on the other hand, may differ, and each First Lien damage suffered by such Collateral Agent may act in as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own interest without taking into account the interest willful misconduct, gross negligence or bad faith as determined by a court of the Second Lien Collateral Agents or any other Second Lien Secured Partycompetent jurisdiction in a final and nonappealable judgment.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) So long as Each of the Discharge of Applicable First Lien Obligations has not occurredAgent and the Applicable Second Lien Agent, on behalf of itself and the relevant Secured Parties, hereby agrees that: (i) each First Lien Possessory Collateral Agent shall be entitled to deal with hold the Possessory Collateral that is in its possession or Controlled Collateral control (or in accordance with the terms possession or control of this Agreement and the other First Lien Credit Documents as if the Second Priority Liens did not exist. The obligations and responsibilities of the First Lien Collateral Agents to the Second Lien Collateral Agents and the other Second Lien Secured Parties under this Section 6.08 shall be limited solely to holding its agents or controlling the Possessory or Controlled Collateral bailees) as gratuitous bailee or gratuitous agent for the Second Lien Collateral Agents benefit of each Secured Party and the other Second Lien Secured Parties any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral pursuant to the Term Facility Security Documents, the RBL Facility Security Documents, the Senior Secured Notes Security Documents, the Other First-Priority Lien held by Obligations Security Documents or the Second Other Second-Priority Lien Secured PartiesObligations Security Documents, and transferring the Possessory or Controlled Collateral, in each case subject to the terms and conditions of this Section 6.08. Without limiting 2.11; (ii) to the foregoing, the First Lien Collateral Agents shall have no obligation or responsibility to ensure that extent any Possessory or Controlled Collateral is genuine possessed by or owned by any is under the control of the Grantors or, a Collateral Agent (either directly or through its agents or bailees) other than holding or controlling the Applicable Possessory Collateral Agent, such Collateral Agent shall deliver such Possessory Collateral to (or Controlled shall cause such Possessory Collateral to be delivered to) the Applicable Possessory Collateral Agent and shall take all actions reasonably requested in writing by the Applicable Possessory Collateral Agent to cause the Applicable Possessory Collateral Agent to have possession or control of same; and (iii) pending such delivery to the Applicable Possessory Collateral Agent, each other Collateral Agent shall hold any Possessory Collateral as gratuitous bailee or gratuitous agent for or on behalf the benefit of each other Secured Party and any assignee, solely for the Second Lien Collateral Agents and purpose of perfecting the other Second Lien Secured Partiessecurity interest granted in such Possessory Collateral, to preserve the rights or benefits of any Person. The First Lien Collateral Agents acting if any, pursuant to the applicable RBL Facility Security Documents, Term Facility Security Documents, Senior Secured Notes Security Documents, Other First-Priority Lien Obligations Security Documents or Other Second-Priority Lien Obligations Security Documents, in each case, subject to the terms and conditions of this Section 6.08 shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any Second Lien Collateral Agent or any other Second Lien Secured Party. The parties recognize that the interest of the First Lien Collateral Agents, on the one hand, and the Second Lien Collateral Agents and the other Second Lien Secured Parties, on the other hand, may differ, and each First Lien Collateral Agent may act in its own interest without taking into account the interest of the Second Lien Collateral Agents or any other Second Lien Secured Party2.11.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) So long as Each of the Discharge of Applicable First Lien Obligations has not occurredAgent and the Applicable Second Lien Agent, on behalf of itself and the relevant Secured Parties, hereby agrees that: (i) each First Lien Possessory Collateral Agent shall be entitled to deal with hold the Possessory Collateral that is in its possession or Controlled Collateral control (or in accordance with the terms possession or control of this Agreement and the other First Lien Credit Documents as if the Second Priority Liens did not exist. The obligations and responsibilities of the First Lien Collateral Agents to the Second Lien Collateral Agents and the other Second Lien Secured Parties under this Section 6.08 shall be limited solely to holding its agents or controlling the Possessory or Controlled Collateral bailees) as gratuitous bailee or gratuitous agent for the Second Lien Collateral Agents benefit of each Secured Party and the other Second Lien Secured Parties any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral pursuant to the Term Facility Security Documents, the RBL Facility Security Documents, the Senior Secured Notes Security Documents, the Other First-Priority Lien held by Obligations Security Documents or the Second Other Second-Priority Lien Secured PartiesObligations Security Documents, and transferring the Possessory or Controlled Collateral, in each case subject to the terms and conditions of this Section 6.08. Without limiting 2.12; (ii) to the foregoing, the First Lien Collateral Agents shall have no obligation or responsibility to ensure that extent any Possessory or Controlled Collateral is genuine possessed by or owned by any is under the control of the Grantors or, a Collateral Agent (either directly or through its agents or bailees) other than holding or controlling the Applicable Possessory Collateral Agent, such Collateral Agent shall deliver such Possessory Collateral to (or Controlled shall cause such Possessory Collateral to be delivered to) the Applicable Possessory Collateral Agent and shall take all actions reasonably requested in writing by the Applicable Possessory Collateral Agent to cause the Applicable Possessory Collateral Agent to have possession or control of same; and (iii) pending such delivery to the Applicable Possessory Collateral Agent, each other Collateral Agent shall hold any Possessory Collateral as gratuitous bailee or gratuitous agent for or on behalf the benefit of each other Secured Party and any assignee, solely for the Second Lien Collateral Agents and purpose of perfecting the other Second Lien Secured Partiessecurity interest granted in such Possessory Collateral, to preserve the rights or benefits of any Person. The First Lien Collateral Agents acting if any, pursuant to the applicable RBL Facility Security Documents, Term Facility Security Documents, Senior Secured Notes Security Documents, Other First-Priority Lien Obligations Security Documents or Other Second-Priority Lien Obligations Security Documents, in each case, subject to the terms and conditions of this Section 6.08 shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any Second Lien Collateral Agent or any other Second Lien Secured Party. The parties recognize that the interest of the First Lien Collateral Agents, on the one hand, and the Second Lien Collateral Agents and the other Second Lien Secured Parties, on the other hand, may differ, and each First Lien Collateral Agent may act in its own interest without taking into account the interest of the Second Lien Collateral Agents or any other Second Lien Secured Party2.12.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) So long as Each of the Discharge of Applicable First Lien Obligations has not occurredAgent and the Applicable Second Lien Agent, on behalf of itself and the relevant Secured Parties, hereby agrees that: (i) each First Lien Possessory Collateral Agent shall be entitled to deal with hold the Possessory Collateral that is in its possession or Controlled Collateral control (or in accordance with the terms possession or control of this Agreement and the other First Lien Credit Documents as if the Second Priority Liens did not exist. The obligations and responsibilities of the First Lien Collateral Agents to the Second Lien Collateral Agents and the other Second Lien Secured Parties under this Section 6.08 shall be limited solely to holding its agents or controlling the Possessory or Controlled Collateral bailees) as gratuitous bailee or gratuitous agent for the Second Lien Collateral Agents benefit of each Secured Party and the other Second Lien Secured Parties any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral pursuant to the Term Facility Security Documents, the RBL Facility Security Documents, the Other First-Priority Lien held by Obligations Security Documents or the Second Other Second-Priority Lien Secured PartiesObligations Security Documents, and transferring the Possessory or Controlled Collateral, in each case subject to the terms and conditions of this Section 6.08. Without limiting 2.11; (ii) to the foregoing, the First Lien Collateral Agents shall have no obligation or responsibility to ensure that extent any Possessory or Controlled Collateral is genuine possessed by or owned by any is under the control of the Grantors or, a Collateral Agent (either directly or through its agents or bailees) other than holding or controlling the Applicable Possessory Collateral Agent, such Collateral Agent shall deliver such Possessory Collateral to (or Controlled shall cause such Possessory Collateral to be delivered to) the Applicable Possessory Collateral Agent and shall take all actions reasonably requested in writing by the Applicable Possessory Collateral Agent to cause the Applicable Possessory Collateral Agent to have possession or control of same; and • pending such delivery to the Applicable Possessory Collateral Agent, each other Collateral Agent shall hold any Possessory Collateral as gratuitous bailee or gratuitous agent for or on behalf the benefit of each other Secured Party and any assignee, solely for the Second Lien Collateral Agents and purpose of perfecting the other Second Lien Secured Partiessecurity interest granted in such Possessory Collateral, to preserve the rights or benefits of any Person. The First Lien Collateral Agents acting if any, pursuant to the applicable RBL Facility Security Documents, Term Facility Security Documents, Other First-Priority Lien Obligations Security Documents or Other Second-Priority Lien Obligations Security Documents, in each case, subject to the terms and conditions of this Section 6.08 shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any Second Lien Collateral Agent or any other Second Lien Secured Party. The parties recognize that the interest of the First Lien Collateral Agents, on the one hand, and the Second Lien Collateral Agents and the other Second Lien Secured Parties, on the other hand, may differ, and each First Lien Collateral Agent may act in its own interest without taking into account the interest of the Second Lien Collateral Agents or any other Second Lien Secured Party2.11.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) So long as The Possessory Collateral shall be delivered to the Discharge of First Lien Obligations has not occurred, each First Lien Credit Agreement Collateral Agent shall be entitled and the Credit Agreement Collateral Agent agrees to deal with hold any Shared Collateral constituting Possessory Collateral that is part of the Possessory or Controlled Collateral in accordance with its possession or control (or in the terms possession or control of this Agreement and the other First Lien Credit Documents as if the Second Priority Liens did not exist. The obligations and responsibilities of the First Lien Collateral Agents to the Second Lien Collateral Agents and the other Second Lien Secured Parties under this Section 6.08 shall be limited solely to holding its agents or controlling the Possessory or Controlled Collateral bailees) as gratuitous bailee or gratuitous agent for the Second Lien Collateral Agents and the benefit of each other Second First-Lien Secured Parties Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First-Lien held by the Second Lien Secured Parties, and transferring the Possessory or Controlled CollateralSecurity Documents, in each case case, subject to the terms and conditions of this Section 6.08. Without limiting 2.09; provided that at any time the foregoingCredit Agreement Collateral Agent is not the Controlling Collateral Agent, the First Credit Agreement Collateral Agent shall, at the request of the Additional First-Lien Collateral Agents shall have no obligation Agent promptly deliver all Possessory Collateral to the Additional First-Lien Collateral Agent together with any necessary endorsements (or responsibility otherwise allow the Additional First-Lien Collateral Agent to ensure that any Possessory or Controlled Collateral is genuine or owned by any obtain control of the Grantors or, other than holding or controlling such Possessory Collateral). The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each Collateral Agent for loss or Controlled damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. The Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee for the benefit of each other First-Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. The duties or responsibilities of each Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee or gratuitous agent for or on behalf the benefit of the Second Lien Collateral Agents and the each other Second First-Lien Secured Parties, to preserve Party for purposes of perfecting the rights or benefits of any Person. The First Lien Collateral Agents acting pursuant to this Section 6.08 shall not, held by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any Second Lien Collateral Agent or any other Second such First-Lien Secured Party. The parties recognize that the interest of the First Lien Collateral Agents, on the one hand, and the Second Lien Collateral Agents and the other Second Lien Secured Parties, on the other hand, may differ, and each First Lien Collateral Agent may act in its own interest without taking into account the interest of the Second Lien Collateral Agents or any other Second Lien Secured PartyParties thereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) So long as Possessory Collateral shall be delivered to the Discharge of First Lien Obligations has not occurred, each First Lien Controlling Collateral Agent shall be entitled to deal with the Possessory or Controlled Collateral in accordance with the terms of this Agreement and the Controlling Collateral Agent agrees to hold all Possessory Collateral that is in its possession or control (or in the possession or control of its agents or bailees) as 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 First Lien Credit Documents as if the Second Priority Liens did not exist. The obligations Secured Party for which such Possessory Collateral is Shared Collateral and responsibilities of the First Lien Collateral Agents to the Second Lien Collateral Agents and the other Second Lien Secured Parties under this Section 6.08 shall be limited any assignee solely to holding or controlling the Possessory or Controlled Collateral as gratuitous bailee or gratuitous agent for the Second Lien Collateral Agents and the other Second Lien Secured Parties for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien held by the Second Lien Secured Parties, and transferring the Possessory or Controlled CollateralSecurity Documents, in each case case, subject to the terms and conditions of this Section 6.082.10; provided that at any time a Collateral Agent ceases to be Controlling Collateral Agent with respect to any Possessory Collateral, such former Controlling Collateral Agent shall, at the request of the new Controlling Collateral Agent, promptly deliver all such Possessory Collateral to such new Controlling Collateral Agent together with any necessary endorsements (or otherwise allow such new Controlling Collateral Agent to obtain control of such Possessory Collateral). Without limiting (b) The Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee (such bailment being intended, among other things, to satisfy the foregoingrequirements 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 First Lien Collateral Agents shall have no obligation or responsibility to ensure that Secured Party and any Possessory or Controlled Collateral is genuine or owned by any assignee, solely for the purpose of perfecting the Grantors or, other than holding or controlling security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.10. (c) The duties or Controlled responsibilities of each Collateral Agent under this Section 2.10 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee or gratuitous agent for or on behalf (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9- 313(c) of the Second Lien Collateral Agents and Uniform Commercial Code, to the extent applicable) for the benefit of each other Second First Lien Secured Parties, to preserve Party for purposes of perfecting the rights or benefits of any Person. The Lien held by such First Lien Collateral Agents acting pursuant to this Section 6.08 shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any Second Lien Collateral Agent or any other Second Lien Secured PartyParties thereon. The parties recognize that the interest of the First Lien Collateral Agents, on the one hand, and the Second Lien Collateral Agents and the other Second Lien Secured Parties, on the other hand, may differ, and each First Lien Collateral Agent may act in its own interest without taking into account the interest of the Second Lien Collateral Agents or any other Second Lien Secured Party.SECTION 2.11

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) So long as The Possessory Collateral shall be delivered to the Discharge of First Lien Obligations has not occurred, each First Lien Credit Agreement Collateral Agent shall be entitled and the Credit Agreement Collateral Agent agrees to deal with hold any Shared Collateral constituting Possessory Collateral that is part of the Possessory or Controlled Collateral in accordance with its possession or control (or in the terms possession or control of this Agreement and the other First Lien Credit Documents as if the Second Priority Liens did not exist. The obligations and responsibilities of the First Lien Collateral Agents to the Second Lien Collateral Agents and the other Second Lien Secured Parties under this Section 6.08 shall be limited solely to holding its agents or controlling the Possessory or Controlled Collateral bailees) as gratuitous bailee or gratuitous agent for the Second Lien Collateral Agents and the benefit of each other Second First-Lien Secured Parties Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First-Lien held by the Second Lien Secured Parties, and transferring the Possessory or Controlled CollateralSecurity Documents, in each case case, subject to the terms and conditions of this Section 6.08. Without limiting 2.09; provided that at any time the foregoingCredit Agreement Collateral Agent is not the Controlling Collateral Agent, the First Credit Agreement Collateral Agent shall, at the request of the Additional First-Lien Collateral Agents shall have no obligation Agent promptly deliver all Possessory Collateral to the Additional First-Lien Collateral Agent together with any necessary endorsements (or responsibility otherwise allow the Additional First-Lien Collateral Agent to ensure that any Possessory or Controlled Collateral is genuine or owned by any obtain control of the Grantors or, other than holding or controlling such Possessory Collateral). The Borrower shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each Collateral Agent for loss or Controlled damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. (b) Each Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee for the benefit of each other First-Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (c) The duties or responsibilities of each Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee or gratuitous agent for or on behalf the benefit of the Second Lien Collateral Agents and the each other Second First-Lien Secured Parties, to preserve Party for purposes of perfecting the rights or benefits of any Person. The First Lien Collateral Agents acting pursuant to this Section 6.08 shall not, held by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any Second Lien Collateral Agent or any other Second such First-Lien Secured PartyParties thereon. The parties recognize that the interest of the First Lien Collateral Agents, on the one hand, and the Second Lien Collateral Agents and the other Second Lien Secured Parties, on the other hand, may differ, and each First Lien Collateral Agent may act in its own interest without taking into account the interest of the Second Lien Collateral Agents or any other Second Lien Secured Party.SECTION 2.10

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) So long as the Discharge of First Lien Obligations has not occurred, each First Lien The Senior Collateral Agent shall be entitled agrees to deal with hold any Shared Collateral constituting Possessory Collateral that is part of the Possessory or Controlled Senior Collateral in accordance with its possession or control (or in the terms possession or control of this Agreement and the other First Lien Credit Documents as if the Second Priority Liens did not exist. The obligations and responsibilities of the First Lien Collateral Agents to the Second Lien Collateral Agents and the other Second Lien Secured Parties under this Section 6.08 shall be limited solely to holding its agents or controlling the Possessory or Controlled Collateral bailees) as gratuitous bailee or gratuitous agent for the Second Lien Collateral Agents and the benefit of each other Second Lien Senior Secured Parties Party solely for the purpose of perfecting the Lien held by security interest granted in such Possessory Collateral, if any, pursuant to the Second Lien Secured Parties, and transferring the Possessory or Controlled Collateralapplicable Senior Collateral Documents, in each case case, subject to the terms and conditions of this Section 6.082.09. Without limiting Pending delivery to the foregoingSenior Collateral Agent, each other Authorized Representative agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee for the First Lien benefit of each other Senior Secured Party, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable Senior Collateral Agents shall have no obligation Documents, in each case, subject to the terms and conditions of this Section 2.09. (b) The duties or responsibility to ensure that any Possessory or Controlled Collateral is genuine or owned by any responsibilities of the Grantors or, Senior Collateral Agent and each other than Authorized Representative under this Section 2.09 shall be limited solely to holding or controlling such any Shared Collateral constituting Possessory or Controlled Collateral as gratuitous bailee or gratuitous agent for or on behalf the benefit of each other Senior Secured Party for purposes of perfecting the Second Lien Collateral Agents held by such Senior Secured Parties therein. ARTICLE III Existence and Amounts of Liens and Obligations Whenever the other Second Lien Secured Parties, to preserve the rights or benefits of any Person. The First Lien Collateral Agents acting pursuant to this Section 6.08 shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any Second Lien Senior Collateral Agent or any Authorized Representative shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any Senior Obligations of any Series, or the Shared Collateral subject to any Lien securing the Senior Obligations of any Series, it may request that such information be furnished to it in writing by each other Second Lien Secured PartyAuthorized Representative and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if an Authorized Representative shall fail or refuse reasonably promptly to provide the requested information, the requesting Senior Collateral Agent or Authorized Representative shall be entitled to make any such determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of Rite Aid. The parties recognize that Senior Collateral Agent and each Authorized Representative may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the interest provisions of the First Lien Collateral Agentspreceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any Subsidiary Guarantor, on the one hand, and the Second Lien Collateral Agents and the other Second Lien any Senior Secured Parties, on the other hand, may differ, and each First Lien Collateral Agent may act in its own interest without taking into account the interest of the Second Lien Collateral Agents Party or any other Second Lien Secured Party.person as a result of such determination. ARTICLE IV The Senior Collateral Agent SECTION 4.01

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) So long as the Discharge of First Lien Obligations has not occurred, each First Lien Each Possessory Collateral Agent shall be entitled agrees to deal with hold the Possessory or Controlled Collateral that is part of the Collateral in accordance with its possession or control (or in the terms possession or control of this Agreement and the other First Lien Credit Documents as if the Second Priority Liens did not exist. The obligations and responsibilities of the First Lien Collateral Agents to the Second Lien Collateral Agents and the other Second Lien Secured Parties under this Section 6.08 shall be limited solely to holding its agents or controlling the Possessory or Controlled Collateral bailees) as gratuitous bailee or gratuitous agent for the Second Lien Collateral Agents and the other Second benefit of each First-Lien Secured Parties Party and ABL Facility Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable ABL Facility Security Documents or the First-Lien held by the Second Lien Secured Parties, and transferring the Possessory or Controlled CollateralSecurity Documents, in each case case, subject to the terms and conditions of this Section 6.082.10. Without limiting To the foregoing, the First Lien Collateral Agents shall have no obligation or responsibility to ensure that extent any Possessory or Controlled Collateral is genuine possessed by or owned is under the control of a Collateral Agent or Authorized Representative (either directly or through its agents or baileees) other than the Applicable Possessory Collateral Agent, such Collateral Agent or Authorized Representative shall deliver such Possessory Collateral to (or shall cause such Possessory Collateral to be delivered to) the Applicable Possessory Collateral Agent and shall take all actions reasonably requested in writing by any the Applicable Possessory Collateral Agent to cause the Applicable Possessory Collateral Agent to have possession or control of the Grantors orsame. Pending such delivery to the Applicable Possessory Collateral Agent, each other than holding or controlling such Collateral Agent and Authorized Representative agrees to hold any Possessory or Controlled Collateral Collateral, from time to time in its possession, as gratuitous bailee or gratuitous agent for or on behalf the benefit of the Second Lien Collateral Agents and the other Second each First-Lien Secured PartiesParty and ABL Facility Secured Party and any assignee, to preserve solely for the rights or benefits purpose of any Person. The First Lien Collateral Agents acting perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable ABL Facility Security Documents or First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 6.08 shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any Second Lien Collateral Agent or any other Second Lien Secured Party. The parties recognize that the interest of the First Lien Collateral Agents, on the one hand, and the Second Lien Collateral Agents and the other Second Lien Secured Parties, on the other hand, may differ, and each First Lien Collateral Agent may act in its own interest without taking into account the interest of the Second Lien Collateral Agents or any other Second Lien Secured Party2.10.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) So long as The Applicable Authorized Representative agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Discharge of First Lien Obligations has not occurred, each First Lien Collateral Agent shall be entitled to deal with the Possessory or Controlled Shared Collateral in accordance with its possession or control (or in the terms possession or control of this Agreement its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Credit Documents as if the Second Priority Liens did not exist. The obligations Secured Party and responsibilities of the First Lien Collateral Agents to the Second Lien Collateral Agents and the other Second Lien Secured Parties under this Section 6.08 shall be limited any assignee solely to holding or controlling the Possessory or Controlled Collateral as gratuitous bailee or gratuitous agent for the Second Lien Collateral Agents and the other Second Lien Secured Parties for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien held by the Second Lien Secured Parties, and transferring the Possessory or Controlled CollateralSecurity Documents, in each case case, subject to the terms and conditions of this Section 6.08. Without limiting 2.09; provided that at any time after the foregoing, the First Lien Collateral Agents shall have no obligation or responsibility to ensure that any Possessory or Controlled Collateral is genuine or owned by any of the Grantors or, other than holding or controlling such Possessory or Controlled Collateral as gratuitous bailee or gratuitous agent for or on behalf of the Second Lien Collateral Agents and the other Second Lien Secured Parties, to preserve the rights or benefits of any Person. The First Lien Collateral Agents acting pursuant to this Section 6.08 shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any Second Lien Collateral Agent or any other Second Lien Secured Party. The parties recognize that the interest Discharge of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors), promptly deliver all Possessory Collateral Agentsto the new Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements reasonably requested by the new Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the new Applicable Authorized Representative to allow the new Applicable Authorized Representative to obtain control of such Possessory Collateral). Pending delivery to the new Applicable Authorized Representative, on each other Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the one hand, and the Second Lien Collateral Agents and the benefit of each other Second First Lien Secured PartiesParty and any assignee, on solely for the other handpurpose of perfecting the security interest granted in such Possessory Collateral, may differif any, and each pursuant to the applicable First Lien Collateral Agent may act Security Documents, in its own interest without taking into account each case, subject to the interest terms and conditions of the Second Lien Collateral Agents or any other Second Lien Secured Partythis Section 2.09.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) So long as the Discharge of First Lien Obligations has not occurred, each First Lien The Possessory Collateral Agent shall be entitled delivered to deal with the Administrative Agent and the Administrative Agent agrees to hold any Shared Collateral constituting Possessory or Controlled Collateral that is part of the Collateral in accordance with its possession or control (or in the terms possession or control of this Agreement and its agents or bailees) as gratuitous bailee for the benefit of each other First Lien Credit Documents as if the Second Priority Liens did not exist. The obligations Secured Party and responsibilities of the First Lien Collateral Agents to the Second Lien Collateral Agents and the other Second Lien Secured Parties under this Section 6.08 shall be limited any assignee solely to holding or controlling the Possessory or Controlled Collateral as gratuitous bailee or gratuitous agent for the Second Lien Collateral Agents and the other Second Lien Secured Parties for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien held by the Second Lien Secured Parties, and transferring the Possessory or Controlled CollateralSecurity Documents, in each case case, subject to the terms and conditions of this Section 6.08. Without limiting 2.09; provided that at any time the foregoingAdministrative Agent is not the Applicable Collateral Agent, the Administrative Agent shall, at the request of the Applicable Collateral Agent, promptly deliver all Possessory Collateral to the Applicable Collateral Agent together with any necessary endorsements (or otherwise allow the Applicable Collateral Agent to obtain control of such Possessory Collateral). The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct or gross negligence. Each Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee for the benefit of each other First Lien Collateral Agents shall have no obligation or responsibility to ensure that Secured Party and any Possessory or Controlled Collateral is genuine or owned by any assignee, solely for the purpose of perfecting the Grantors or, other than holding or controlling security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. The duties or Controlled responsibilities of each Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee or gratuitous agent for or on behalf the benefit of the Second Lien Collateral Agents and the each other Second First Lien Secured Parties, to preserve Party for purposes of perfecting the rights or benefits of any Person. The Lien held by such First Lien Collateral Agents acting pursuant to this Section 6.08 shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any Second Lien Collateral Agent or any other Second Lien Secured Party. The parties recognize that the interest of the First Lien Collateral Agents, on the one hand, and the Second Lien Collateral Agents and the other Second Lien Secured Parties, on the other hand, may differ, and each First Lien Collateral Agent may act in its own interest without taking into account the interest of the Second Lien Collateral Agents or any other Second Lien Secured PartyParties therein.