Common use of Agent for Perfection Clause in Contracts

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Secured Party, and the Term Agent, for and on behalf of itself and each Term Secured Party, as applicable, each agree to hold all Collateral in their respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee for the other solely for the purpose of perfecting the security interest granted to each in such Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Secured Parties, the Term Agent, or the Term Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Collateral is genuine or owned by the Borrower, any Guarantor, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Term Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral as gratuitous bailee for the other Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Secured Parties or any other Person. Without limiting the generality of the foregoing, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured Parties, or any other Person. Without limiting the generality of the foregoing, the Term Secured Parties shall not be obligated to see to the application of any Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. In addition, the Term Agent, on behalf of the Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this Agreement.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Secured PartyLender, and the Term AgentNote Agent (including in its capacity as Note Collateral Representative, if applicable), for and on behalf of itself and each Term Noteholder Secured Party, and any Additional Agent (including in its capacity as Note Collateral Representative, if applicable), for and on behalf of itself and each Additional Creditor represented thereby, as applicable, each agree to hold all Control Collateral and Cash Collateral that is part of the Collateral in their respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee agent for the each other solely for the purpose of perfecting the security interest granted to each in such Control Collateral or Cash Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Lenders, the Note Agent (including in its capacity as Note Collateral Representative, if applicable), the Noteholder Secured Parties, the Term Agentany Additional Agent (including in its capacity as Note Collateral Representative, if applicable), or the Term Secured Partiesany Additional Creditors, as applicable, shall have any obligation whatsoever to the others to assure that the Cash Collateral or the Control Collateral is genuine or owned by the any Borrower, any Guarantor, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent, the Note Agent and the Term any Additional Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral and the Cash Collateral as gratuitous bailee agent for the other Party Parties for purposes of perfecting the Lien held by the Term Note Agent, the ABL Agent or the ABL any Additional Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Note Agent, the Noteholder Secured Parties Parties, any Additional Agent, any Additional Creditors, or any other Person. Without limiting the generality of the foregoing, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Note Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured PartiesAgent, the ABL Lenders, any Additional Agent, any Additional Creditors, or any other Person. Without limiting the generality of the foregoing, the Term Secured Parties Any Additional Agent is not and shall not be obligated deemed to see to the application be a fiduciary of any kind for the ABL Agent, the ABL Lenders, the Note Agent, the Noteholder Secured Parties, any other Additional Agent or any Additional Creditors represented by any other Additional Agent, or any other Person. In the event that (a) the Note Agent or any Noteholder Secured Party receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, (b) the ABL Priority Agent or any ABL Lender receives any Collateral deposited into or Proceeds of the Collateral in violation of the terms of this Agreement, or (c) any Deposit Account Additional Agent or be answerable any Additional Creditor receives any Collateral or Proceeds of the Collateral in any way for violation of the misapplication thereof. In additionterms of this Agreement, then the Term Note Agent, on behalf of the Term such Noteholder Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statementParty, the ABL Agent’s Liens may be perfected on certain items , such ABL Lender, such Additional Agent, or such Additional Creditor, as applicable, shall promptly pay over such Proceeds or Collateral to (i) in the case of ABL Priority Collateral or Proceeds thereof, the ABL Agent, or (ii) in the case of Note Priority Collateral or Proceeds thereof, the Note Collateral Representative, in each case, in the same form as received with respect to which the Term Agent’s Liens would not be perfected but any necessary endorsements, for application in accordance with the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach 4.1 of this Agreement. Each Credit Party shall deliver all Control Collateral and all Cash Collateral required to be delivered pursuant to the Credit Documents (i) in the case of ABL Priority Collateral or Proceeds thereof, to the ABL Agent, or (ii) in the case of Note Priority Collateral or Proceeds thereof, to the Note Collateral Representative.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Secured PartyLender, and the Term Agenteach Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable), for and on behalf of itself and each Term Cash Flow Collateral Secured PartyParty represented thereby, as applicable, each agree to hold all Control Collateral and Cash Collateral that is part of the Collateral in their respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee agent for the each other solely for the purpose of perfecting the security interest granted to each in such Control Collateral or Cash Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Secured PartiesLenders, the Term Agentany Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable) or the Term any Cash Flow Collateral Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Cash Collateral or the Control Collateral is genuine or owned by the any Borrower, any Guarantor, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Term each Cash Flow Collateral Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral and the Cash Collateral in their possession as gratuitous bailee agent for the other Party Parties for purposes of perfecting the Lien held by the Term ABL Agent or the ABL and any Cash Flow Collateral Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for any Cash Flow Collateral Agent, the Term Cash Flow Collateral Secured Parties or any other Person. Without limiting the generality of the foregoing, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Any Cash Flow Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Agent, the ABL Lenders, any other Cash Flow Collateral Agent, any Cash Flow Collateral Secured PartiesParties represented by any other Cash Flow Collateral Agent, or any other Person. Without limiting In the generality of event that (a) the foregoing, the Term Secured Parties shall not be obligated to see to the application of ABL Agent or any ABL Lender receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement or (b) any Cash Flow Collateral Agent or any Cash Flow Collateral Secured Party receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, then the ABL Agent, such ABL Lender, such Cash Flow Collateral Agent or such Cash Flow Collateral Secured Party, as applicable, shall promptly pay over such Proceeds or Collateral to (i) in the case of ABL Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication Proceeds thereof. In addition, the Term Agent, on behalf of the Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may , or (ii) in the case of Cash Flow Priority Collateral or Proceeds thereof, the Cash Flow Collateral Representative, in each case, in the same form as received with any necessary endorsements, for application in accordance with the provisions of Section 4.1 of this Agreement. Each Credit Party shall deliver all Control Collateral and all Cash Collateral required to be perfected on certain items delivered pursuant to the Credit Documents (i) in the case of ABL Priority Collateral with respect or Proceeds thereof, to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the Term ABL Agent, on behalf or (ii) in the case of Cash Flow Priority Collateral or Proceeds thereof, to the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this AgreementCash Flow Collateral Representative.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Secured Party, and the Controlling Term Agent, for and on behalf of itself and each Term Secured Party, as applicable, Party each agree to hold all Collateral in their respective its possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCCUCC or any similar provisions of the PPSA) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee for the other solely for the purpose of perfecting or maintaining the perfection of the security interest granted to each in such Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Secured Parties, the Term AgentAgents, or the Term Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Collateral is genuine or owned by the BorrowerCompany, any Guarantorother Credit Party, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Term Agent Agents under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral as gratuitous bailee and/or agent for the other Party for purposes of perfecting the Lien held by the Term Agent Agents or the ABL Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Secured Parties or any other Person. Without limiting the generality of the foregoing, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is Agents are not and shall not be deemed to be a fiduciary fiduciaries of any kind for the ABL Secured Parties, or any other Person. Without limiting the generality of the foregoing, the Term Secured Parties shall not be obligated to see to the application of any Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. In addition, the Term AgentAgents, on behalf of the relevant Term Secured Parties, hereby agrees agree and acknowledges acknowledge that other than with respect to ABL Priority Collateral that may be perfected through the filing of a financing statement under the UCC financing statementor the PPSA, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the such Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the such Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this AgreementAgreement or any Term Document.

Agent for Perfection. The ABL Agents, for and on behalf of themselves and each ABL Secured Party, and the Second Lien Agent, for and on behalf of itself and each ABL Secured Party, and the Term Agent, for and on behalf of itself and each Term Second Lien Secured Party, as applicable, each agree to hold all Collateral in their respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee agent for the other solely for the purpose of perfecting the security interest granted to each in such Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL AgentAgents, the ABL Secured Parties, the Term Second Lien Agent, or the Term Second Lien Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Collateral is genuine or owned by the any Borrower, any Guarantor, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent Agents and the Term Second Lien Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral as gratuitous bailee agent for the other Party for purposes of perfecting the Lien held by the Term Second Lien Agent or the ABL AgentAgents, as applicable. The ABL Agent is Agents are not and shall not be deemed to be a fiduciary of any kind for the Term Second Lien Secured Parties or any other Person. Without limiting the generality of the foregoing, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Second Lien Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Second Lien Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured Parties, or any other Person. Without limiting the generality of the foregoing, the Term Secured Parties shall not be obligated to see to the application of any Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. In addition, the Term Agent, on behalf of the Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this Agreement.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Secured PartyLender, and the Term Agent, for and on behalf of itself and each Term Secured PartyLender, as applicable, each agree to hold all Control Collateral and Cash Collateral that is part of the Collateral in their respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee agent for the other solely for the purpose of perfecting the security interest granted to each in such Control Collateral or Cash Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Secured PartiesLenders, the Term Agent, or the Term Secured PartiesLenders, as applicable, shall have any obligation whatsoever to the others to assure that the Control Collateral is genuine or owned by the any Borrower, any Guarantor, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Term Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral and the Cash Collateral as gratuitous bailee agent for the other Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Secured Parties Agent, the Term Lenders, or any other Person. Without limiting the generality of the foregoing, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured PartiesAgent, the ABL Lenders, or any other Person. Without limiting In the generality of the foregoing, event that (a) the Term Secured Parties shall not be obligated to see to the application of Agent or any Term Lender receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, or (b) the ABL Priority Agent or any ABL Lender receives any Collateral deposited into any Deposit Account or be answerable Proceeds of the Collateral in any way for violation of the misapplication thereof. In additionterms of this Agreement, then the Term Agent, such Term Lender, the ABL Agent, or such ABL Lender, as applicable, shall promptly pay over such Proceeds or Collateral to (i) in the case of clause (a), the ABL Agent, or (ii) in the case of clause (b), the Term Agent, on behalf of in each case, in the Term Secured Partiessame form as received with any necessary endorsements, hereby agrees and acknowledges that other than for application in accordance with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach 4.1 of this Agreement.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Secured Credit Party, and the Term Agent, for and on behalf of itself and each Term Secured Credit Party, as applicable, each acknowledge and agree to hold all Control Collateral in their its respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either, including, without limitation, landlords, freight forwarders and other bailees) as gratuitous bailee agent for the benefit of, and on behalf of, the other solely for the purpose of perfecting the security interest granted to each in such Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Secured Credit Parties, the Term Agent, or the Term Secured Credit Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Collateral is genuine or owned by the Borrower, any Guarantor, relevant Loan Party or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Term Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral as gratuitous bailee agent for the other Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Secured Credit Parties or any other Person. Without limiting the generality of the foregoing, the ABL Secured Credit Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof, except as expressly set forth in Section 3.7. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured Credit Parties, or any other Person. Without limiting the generality of the foregoing, the Term Secured Parties shall not be obligated to see to the application of any Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. In addition, the Term Agent, on behalf of the Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this Agreement.

Agent for Perfection. The ABL Each of the Lender and the Collateral Agent, for and on behalf of itself itself, the Trustee, and each ABL Secured Party, and the Term Agent, for and on behalf of itself and each Term Secured PartyNoteholder, as applicable, each agree to hold all Control Collateral and Cash Collateral that is part of the Collateral in their its respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either, as applicable) as gratuitous bailee agent for the other solely for the purpose of perfecting the security interest granted to each in such Collateral, Control Collateral or Cash Collateral subject to the terms and conditions of this Section 3.23.02. None of the ABL Lender, the Collateral Agent, the ABL Secured Parties, the Term AgentTrustee, or the Term Secured PartiesNoteholders, as applicable, shall have any obligation whatsoever to the others to assure that the Control Collateral is genuine or owned by the Borrower, any Guarantor, Guarantor or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent Lender and the Term Collateral Agent under this Section 3.2 3.02 are and shall be limited solely to holding or maintaining control of the Control Collateral and the Cash Collateral as gratuitous bailee agent for the other Party for purposes of perfecting the Lien held by the Term Collateral Agent or the ABL AgentLender, as applicable. The ABL Lender is not and shall not be deemed to be a fiduciary of any kind for the Collateral Agent, the Trustee, the Noteholders or any other Person. The Collateral Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Secured Parties Lender or any other Person. Without limiting In the generality event that (a) any of the foregoingCollateral Agent, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured PartiesTrustee, or any other Person. Without limiting the generality Noteholder receives any Proceeds or Lender Collateral in contravention of the foregoingLien Priority, or (b) the Lender receives any Proceeds or Collateral in contravention of the Lien Priority, it shall promptly pay over such Proceeds or Collateral to (i) in the case of clause (a), the Term Secured Parties shall not be obligated to see to Lender, or (ii) in the application case of any Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. In additionclause (b), the Term Collateral Agent, on behalf of in the Term Secured Partiessame form as received with any necessary endorsements, hereby agrees and acknowledges that other than for application in accordance with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach 4.02 of this Agreement.

Agent for Perfection. The ABL Each of the Agent, for and on behalf of itself and each ABL Secured Partythe Lenders, and the Term Collateral Agent, for and on behalf of itself itself, the Trustee, and each Term Secured PartyNoteholder, as applicable, each agree to hold all Control Collateral and Cash Collateral that is part of the Collateral in their its respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either, as applicable) as gratuitous bailee agent for the other solely for the purpose of perfecting the security interest granted to each in such Collateral, Control Collateral or Cash Collateral subject to the terms and conditions of this Section 3.23.02. None of the ABL Agent, the ABL Secured PartiesLenders, the Term Collateral Agent, the Trustee, or the Term Secured PartiesNoteholders, as applicable, shall have any obligation whatsoever to the others to assure that the Control Collateral is genuine or owned by the any Borrower, any Guarantor, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Term Collateral Agent under this Section 3.2 3.02 are and shall be limited solely to holding or maintaining control of the Control Collateral and the Cash Collateral as gratuitous bailee agent for the other Party for purposes of perfecting the Lien held by the Term Collateral Agent or the ABL Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Secured Parties Collateral Agent, the Trustee, the Noteholders or any other Person. Without limiting the generality of the foregoing, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority The Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured Parties, Agent or any other Person. Without limiting In the generality event that (a) any of the foregoingCollateral Agent, the Term Secured Parties shall not be obligated to see to the application of Trustee, or any Noteholder receives any Proceeds or Collateral in contravention of the ABL Priority Lien Priority, or (b) the Agent receives any Proceeds or Collateral deposited into any Deposit Account in contravention of the Lien Priority, it shall promptly pay over such Proceeds or be answerable Collateral to (i) in any way for the misapplication thereof. In additioncase of clause (a), the Term Agent, on behalf or (ii) in the case of the Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statementclause (b), the ABL Collateral Agent’s Liens may be perfected on certain items of ABL Priority Collateral , in the same form as received with respect to which the Term Agent’s Liens would not be perfected but any necessary endorsements, for application in accordance with the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach 4.02 of this Agreement.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Secured Party, and the each Term Agent, for and on behalf of itself and each Term Secured Party, as applicable, Party each agree to hold all Collateral (other than any ABL Exclusive Collateral or any Term Exclusive Collateral, as applicable) in their respective its possession, custody, or control (including as defined in Sections 9-9 104, 9-9 105, 9-9 106, 9-9 107 and 8-8 106 of the UCCUCC and similar provisions of other applicable law) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee for the other (provided that no Term Agent or other Term Secured Party shall hold any Real Property as gratuitous bailee for any ABL Agent or any other ABL Secured Party) solely for the purpose of perfecting or maintaining the perfection of the security interest granted to each in such Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Secured Parties, the Term AgentAgents, or the Term Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Collateral is genuine or owned by the Borrower, any Guarantorother Credit Party, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Term Agent Agents under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral as gratuitous bailee and/or agent for the other Party for purposes of perfecting the Lien held by the Term Agent Agents or the ABL Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Secured Parties or any other Person. Without limiting the generality of the foregoing, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is Agents are not and shall not be deemed to be a fiduciary fiduciaries of any kind for the ABL Secured Parties, or any other Person. Without limiting the generality of the foregoing, the Term Secured Parties shall not be obligated to see to the application of any Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. In addition, the Term AgentAgents, on behalf of the relevant Term Secured Parties, hereby agrees agree and acknowledges acknowledge that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statementstatement or similar financing statement under other applicable law, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the such Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the such Term Agent, on behalf of the relevant Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this AgreementAgreement or any Term Document.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Secured Party, and the Controlling Term Agent, for and on behalf of itself and each Term Secured Party, as applicable, Party each agree to hold all Collateral in their respective its possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee for the other solely for the purpose of perfecting or maintaining the perfection of the security interest granted to each in such Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Secured Parties, the Term AgentAgents, or the Term Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Collateral is genuine or owned by the BorrowerCompany, any Guarantorother Credit Party, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Term Agent Agents under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral as gratuitous bailee and/or agent for the other Party for purposes of perfecting the Lien held by the Term Agent Agents or the ABL Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Secured Parties or any other Person. Without limiting the generality of the foregoing, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is Agents are not and shall not be deemed to be a fiduciary fiduciaries of any kind for the ABL Secured Parties, or any other Person. Without limiting the generality of the foregoing, the Term Secured Parties shall not be obligated to see to the application of any Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. In addition, the Term AgentAgents, on behalf of the relevant Term Secured Parties, hereby agrees agree and acknowledges acknowledge that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the such Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the such Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this AgreementAgreement or any Term Document.

Agent for Perfection. (a) The ABL Agent, for and on behalf of itself and each ABL Secured Party, and the Term Agent, for and on behalf of itself and each Term Secured Party, as applicable, each agree to hold all Collateral in their respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee for the other solely for the purpose of perfecting the security interest granted to each in such Collateral, subject to the terms and conditions of this Section 3.2. Solely with respect to any Control Collateral under the control (within the meaning of Section 9-104 of the UCC) of the ABL Agent or the Term Agent, the ABL Agent and the Term Agent, respectively, agrees to also hold control over such Control Collateral as gratuitous agent for the Term Secured Parties and the ABL Secured Parties, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Secured Parties, the Term Agent, or the Term Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Collateral is genuine or owned by the any Borrower, any Guarantor, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Term Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral as gratuitous bailee for the other Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Secured Parties or any other Person. Without limiting the generality of the foregoing, except as expressly provided herein, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured Parties, or any other Person. Without limiting the generality of the foregoing, except as expressly provided herein, the Term Secured Parties shall not be obligated to see to the application of any Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. In addition, the Term Agent, on behalf of the Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this Agreement.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Secured PartyLender, and the Term Agent, for and on behalf of itself and each Term Secured PartyLender, as applicable, each agree to hold all Collateral in their respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee agent for the other solely for the purpose of perfecting the security interest granted to each in such Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Secured PartiesLenders, the Term Agent, or the Term Secured PartiesLenders, as applicable, shall have any obligation whatsoever to the others to assure that the Collateral is genuine or owned by the Borrower, any Guarantor, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Term Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral as gratuitous bailee agent for the other Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Secured Parties Agent, the Term Lenders, or any other Person. Without limiting the generality of the foregoing, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured PartiesAgent, the ABL Lenders, or any other Person. Without limiting In the generality of the foregoing, event that (a) the Term Secured Parties shall not be obligated to see to the application of Agent or any Term Lender receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, or (b) the ABL Priority Agent or any ABL Lender receives any Collateral deposited into any Deposit Account or be answerable Proceeds of the Collateral in any way for violation of the misapplication thereof. In additionterms of this Agreement, then the Term Agent, such Term Lender, the ABL Agent, or such ABL Lender, as applicable, shall promptly pay over such Proceeds or Collateral to (i) in the case of clause (a), the ABL Agent, or (ii) in the case of clause (b), the Term Agent, on behalf of in each case, in the Term Secured Partiessame form as received with any necessary endorsements, hereby agrees and acknowledges that other than for application in accordance with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach 4.1 of this Agreement.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Secured Party, and the each Term Agent, for and on behalf of itself and each Term Secured Party, as applicable, Party each agree to hold all Collateral (other than any ABL Exclusive Collateral or any Term Exclusive Collateral, as applicable) in their respective its possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCCUCC and similar provisions of other applicable law) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee for the other (provided that no Term Agent or other Term Secured Party shall hold any Real Property as gratuitous bailee for any ABL Agent or any other ABL Secured Party) solely for the purpose of perfecting or maintaining the perfection of the security interest granted to each in such Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Secured Parties, the Term AgentAgents, or the Term Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Collateral is genuine or owned by the Borrower, any Guarantorother Credit Party, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Term Agent Agents under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral as gratuitous bailee and/or agent for the other Party for purposes of perfecting the Lien held by the Term Agent Agents or the ABL Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Secured Parties or any other Person. Without limiting the generality of the foregoing, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is Agents are not and shall not be deemed to be a fiduciary fiduciaries of any kind for the ABL Secured Parties, or any other Person. Without limiting the generality of the foregoing, the Term Secured Parties shall not be obligated to see to the application of any Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. In addition, the Term AgentAgents, on behalf of the relevant Term Secured Parties, hereby agrees agree and acknowledges acknowledge that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statementstatement or similar financing statement under other applicable law, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the such Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the such Term Agent, on behalf of the relevant Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this AgreementAgreement or any Term Document.

Agent for Perfection. The ABL AgentRevolving Lender, for and on behalf of itself and each ABL Revolving Secured Party, and the Term Agent, for and on behalf of itself and each Term Secured Party, as applicable, each acknowledge and agree to hold all Control Collateral in their its respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either, including, without limitation, landlords, freight forwarders and other bailees) as gratuitous bailee agent for the benefit of, and on behalf of, the other solely for the purpose of perfecting the security interest granted to each in such Common Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL AgentRevolving Lender, the ABL Revolving Secured Parties, the Term Agent, or the Term Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Common Collateral is genuine or owned by the Borrower, any Guarantor, Loan Party or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent Revolving Lender and the Term Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral as gratuitous bailee agent for the other Party for purposes of perfecting the Lien held by the Term Agent or the ABL AgentRevolving Lender, as applicable. The ABL Agent Revolving Lender is not and shall not be deemed to be a fiduciary of any kind for the Term Secured Parties or any other Person. Without limiting the generality of the foregoing, the ABL Revolving Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account the Term Priority Loan Accounts or be answerable in any way for the misapplication thereof. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Revolving Secured Parties, or any other Person. Without limiting the generality of the foregoing, the Term Secured Parties shall not be obligated to see to the application of any Proceeds of the ABL Revolving Priority Collateral deposited into any Deposit Account the Revolving Priority Accounts or be answerable in any way for the misapplication thereof. In additionIt is that intention of the Parties that (i) subject to Section 2.1(b) hereof, only proceeds of Term Priority Collateral shall be deposited by the Loan Parties in the Term Agent, on behalf Loan Priority Accounts and that the Loan Parties shall not deposit proceeds of Term Priority Collateral in bank accounts that constitute Revolving Priority Collateral and (ii) only proceeds of the Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Revolving Priority Collateral shall be deposited by the Loan Parties in the Revolving Priority Accounts and that may be perfected through the filing Loan Parties shall not deposit proceeds of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Revolving Priority Collateral with respect to which the in bank accounts that constitute Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this AgreementPriority Collateral.

Agent for Perfection. The ABL Agent, for and on behalf Each of itself and each ABL Secured Party, the Senior Agents and the Term Agent, for and on behalf of itself and each Term Secured Party, as applicable, Subordinated Agent each agree to hold (or cause to be held) all Control Collateral in their respective possession, custody, or control (control, including as defined in Sections “control” within the meaning of 9-104, 9-105, 9-106, 9-107 and 8-106 104 of the UCC) UCC (or in the possession, custody, or control of agents agents, bailees, or bailees for eitherother similar third parties) as gratuitous bailee non-fiduciary agent for the other solely for the purpose of perfecting the security interest granted to each in such Collateral, Control Collateral subject to the terms and conditions of this Agreement (such bailment and agency being intended, among other things, to satisfy the requirements of Section 3.28-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and 9-107 of the UCC). None of the ABL Agent, the ABL Secured Parties, the Term Agent, Senior Claimholders or the Term Secured PartiesSubordinated Claimholders, as applicable, shall have any obligation whatsoever to the others to assure that the Control Collateral is genuine or owned by the Borrower, any Guarantor, Obligor or any other Person or to preserve their respective rights or benefits or those of any other Person. The duties or responsibilities of the ABL Agent Senior Agents and the Term Subordinated Agent under this Section 3.2 subsection (e) are and shall be limited solely to holding or maintaining control of the Control Collateral as gratuitous bailee non-fiduciary agent for the other Party for purposes of perfecting the Lien held by the Term any Senior Agent or the ABL Subordinated Agent, as applicable. The ABL Agent is not and Neither of the Senior Agents is, nor shall not either of the Senior Agents be deemed to be be, a fiduciary of any kind for the Term Secured Parties Subordinated Agent or any other Person. Without limiting Upon the generality Discharge of the foregoingSenior Obligations, the ABL Secured Parties Senior Agents shall not transfer the possession and control of any remaining Control Collateral in their possession, together with any necessary endorsements (such endorsements shall be obligated to see without recourse and without representation or warranty, (i) if the Subordinated Obligations are outstanding at such time, to the Subordinated Agent, (ii) if no Subordinated Obligations are outstanding at such time and any amounts are outstanding which, but for application of the Senior Revolving Loan Cap or the Senior Term Loan Cap, as the case may be, would have constituted Senior Obligations, to the Senior Agents, and (iii) if no Subordinated Obligations and no such other amounts are outstanding at such time, to the applicable Obligor (in each case so as to allow such Person to obtain possession or control of such Control Collateral). In connection with any Proceeds transfer under clause (i) of the Term Priority Collateral deposited into any Deposit Account or immediately preceding sentence, the Senior Agents agree, at the expense of the Obligors, to take all actions in their power as shall be answerable in any way reasonably requested by the Subordinated Agent to permit the Subordinated Agent to obtain, for the misapplication thereof. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured Parties, or any other Person. Without limiting the generality benefit of the foregoingSubordinated Claimholders, a first priority security interest in the Term Secured Parties shall not be obligated to see to the application of any Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. In addition, the Term Agent, on behalf of the Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this AgreementControl Collateral.

Agent for Perfection. (a) The ABL Agent, for and on behalf of itself and each ABL Secured Party, and the Term Cash Flow Agent, for and on behalf of itself and each Term Cash Flow Secured Party, as applicable, each agree to hold all Collateral in their respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee agent on behalf and for the benefit of the other solely for the purpose of perfecting the security interest granted to each in such Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Secured Parties, the Term Cash Flow Agent, or the Term Cash Flow Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Collateral is genuine or owned by the any Borrower, any Guarantor, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Term Cash Flow Agent under this Section 3.2 3.2(a) are and shall be limited solely to holding or maintaining control of the Control Collateral as gratuitous bailee agent for the other Party for purposes of perfecting the Lien held by the Term Cash Flow Agent or the ABL Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Cash Flow Secured Parties or any other Person. Without limiting the generality of the foregoing, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Cash Flow Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Cash Flow Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured Parties, or any other Person. Without limiting the generality of the foregoing, the Term Secured Parties shall not be obligated to see to the application of any Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. In addition, the Term Agent, on behalf of the Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this Agreement.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Secured PartyLender, and the Term AgentLoan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), for and on behalf of itself and each Term Loan Secured Party, and any Additional Agent (including in its capacity as Term Loan Collateral Representative, if applicable), for and on behalf of itself and each Additional Creditor represented thereby, as applicable, each agree to hold all Control Collateral and Cash Collateral that is part of the Collateral in their respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee agent for the each other solely for the purpose of perfecting the security interest granted to each in such Control Collateral or Cash Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Lenders, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), the Term Loan Secured Parties, the any Additional Agent (including in its capacity as Term AgentLoan Collateral Representative, if applicable), or the Term Secured Partiesany Additional Creditors, as applicable, shall have any obligation whatsoever to the others to assure that the Cash Collateral or the Control Collateral is genuine or owned by the any Borrower, any Guarantor, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent, the Term Loan Agent and the Term any Additional Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral and the Cash Collateral as gratuitous bailee agent for the other Party Parties for purposes of perfecting the Lien held by the Term Loan Agent, the ABL Agent or the ABL any Additional Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Loan Agent, the Term Loan Secured Parties Parties, any Additional Agent, any Additional Creditors, or any other Person. Without limiting the generality of the foregoing, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Loan Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured PartiesAgent, the ABL Lenders, any Additional Agent, any Additional Creditors, or any other Person. Without limiting Any Additional Agent is not and shall not be deemed to be a fiduciary of any kind for the generality of ABL Agent, the foregoingABL Lenders, the Term Loan Agent, the Term Loan Secured Parties shall not be obligated to see to Parties, any other Additional Agent or any Additional Creditors represented by any other Additional Agent, or any other Person. In the application of event that (a) the Term Loan Agent or any Term Loan Secured Party receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, (b) the ABL Priority Agent or any ABL Lender receives any Collateral deposited into or Proceeds of the Collateral in violation of the terms of this Agreement, or (c) any Deposit Account Additional Agent or be answerable any Additional Creditor receives any Collateral or Proceeds of the Collateral in any way for violation of the misapplication thereof. In additionterms of this Agreement, then the Term Loan Agent, on behalf of the such Term Loan Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statementParty, the ABL Agent’s Liens may be perfected on certain items , such ABL Lender, such Additional Agent, or such Additional Creditor, as applicable, shall promptly pay over such Proceeds or Collateral to (i) in the case of ABL Priority Collateral with respect to which or Proceeds thereof, the ABL Agent, or (ii) in the case of Term Loan Priority Collateral or Proceeds thereof, the Term Agent’s Liens would not be perfected but Loan Collateral Representative, in each case, in the same form as received with any necessary endorsements, for application in accordance with the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach 4.1 of this Agreement. Each Credit Party shall deliver all Control Collateral and all Cash Collateral required to be delivered pursuant to the Credit Documents (i) in the case of ABL Priority Collateral or Proceeds thereof, to the ABL Agent, or (ii) in the case of Term Loan Priority Collateral or Proceeds thereof, to the Term Loan Collateral Representative.

Agent for Perfection. The Each of the ABL Agent, for and on behalf of itself and each other ABL Secured Party, and the Term Agent, for and on behalf of itself and each other Term Secured Party, as applicable, each agree agrees to hold all Collateral in their respective its possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee for the other Agent solely for the purpose of perfecting the security interest granted to each such other Agent in such Collateral, subject to the terms and conditions of this Section 3.2. Solely with respect to any Control Collateral under its “control” (within the meaning of Section 9-104 of the UCC), each of the ABL Agent and the Term Agent, respectively, agrees to also hold control over such Control Collateral as gratuitous agent for the Term Secured Parties and the ABL Secured Parties, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the other ABL Secured Parties, the Term Agent, or the other Term Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Collateral is genuine or owned by the any Borrower, any Guarantor, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Term Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral as gratuitous bailee for the other Party Agent for purposes of perfecting the Lien held by the Term Agent or the ABL Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Secured Parties or any other Person. Without limiting the generality of the foregoing, except as expressly provided herein, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured Parties, or any other Person. Without limiting the generality of the foregoing, except as expressly provided herein, the Term Secured Parties shall not be obligated to see to the application of any Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. In addition, the Term Agent, on behalf of the Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this Agreement.

Agent for Perfection. The ABL Each of the Agent, for and on behalf of itself and each ABL Secured Partythe Lenders, and the Term AgentTrustee, for and on behalf of itself and each Term Secured PartyNoteholder, as applicable, each agree to hold all Control Collateral and Cash Collateral that is part of the Collateral in their its respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either, as applicable) as gratuitous bailee and agent for the other solely for the purpose of perfecting the security interest granted to each in such Collateral, Control Collateral or Cash Collateral subject to the terms and conditions of this Section 3.23.02. None of the ABL Agent, the ABL Secured PartiesLenders, the Term Agent, Trustee or the Term Secured PartiesNoteholders, as applicable, shall have any obligation whatsoever to the others to assure that the Control Collateral is genuine or owned by the Borrower, any Guarantor, Debtor or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Term Agent Trustee under this Section 3.2 3.02 are and shall be limited solely to holding or maintaining control of the Control Collateral and the Cash Collateral as gratuitous bailee agent for the other Party for purposes of perfecting the Lien held by the Term Agent Trustee or the ABL Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Secured Parties Trustee, the Noteholders or any other Person. Without limiting the generality of the foregoing, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent Trustee is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured Parties, Agent or any other Person. Without limiting In the generality event that (a) any of the foregoingTrustee or any Noteholder receives any Proceeds or Collateral in contravention of the Lien Priority, or (b) the Agent or any Lender receives any Proceeds or Collateral in contravention of the Lien Priority, it shall promptly pay over such Proceeds or Collateral to (i) in the case of clause (a), the Term Secured Parties shall not be obligated to see to Agent, or (ii) in the application case of any Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. In additionclause (b), the Term AgentTrustee, on behalf of in the Term Secured Partiessame form as received with any necessary endorsements, hereby agrees and acknowledges that other than for application in accordance with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach 4.02 of this Agreement.

Agent for Perfection. The ABL Collateral Agent, for and on behalf of itself and each ABL Secured Party, and the each Term Collateral Agent, for and on behalf of itself and each Other Applicable Term Secured Party, as applicable, each agree to hold all Control Collateral and Cash Collateral that is part of the Collateral in their respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee agent for the each other solely for the purpose of perfecting the security interest granted to each in such Control Collateral or Cash Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Secured Parties, the Term Agent, or the Term Secured Parties, as applicable, Parties shall have any obligation whatsoever to the others to assure that the Control Collateral is genuine or owned by the any Borrower, any Guarantor, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Collateral Agent and the each Term Collateral Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral and the Cash Collateral as gratuitous bailee agent for the other Party for purposes of perfecting the Lien held by the any Term Collateral Agent or the ABL Collateral Agent, as applicable. The ABL Collateral Agent is not and shall not be deemed to be a fiduciary of any kind for any Term Collateral Agent, the other Term Secured Parties Parties, or any other Person. Without limiting the generality of the foregoing, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the No Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is not and or shall not be deemed to be a fiduciary of any kind for any ABL Collateral Agent, the other ABL Secured Parties, or any other Person. Without limiting In the generality of the foregoing, the event that (a) any Term Collateral Agent or any other Term Secured Parties shall not be obligated to see to the application of Party receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, or (b) the ABL Priority Collateral deposited into Agent or any Deposit Account other ABL Secured Party receives any Collateral or be answerable Proceeds of the Collateral in any way for violation of the misapplication thereof. In additionterms of this Agreement, the then such Term Collateral Agent, on behalf of the such other Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statementParty, the ABL Collateral Agent’s Liens may be perfected on certain items , or such other ABL Secured Party, as applicable, shall promptly pay over such Proceeds or Collateral to (i) in the case of clause (a), the ABL Priority Collateral Agent, or (ii) in the case of clause (b), any Term Collateral Agent, in each case, in the same form as received with respect to which the Term Agent’s Liens would not be perfected but any necessary endorsements, for application in accordance with the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach 4.1 of this Agreement.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Secured Party, and the Term Agent, for and on behalf of itself and each Term Secured Party, as applicable, each agree agrees to hold all Collateral in their its respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee agent for the other solely for the purpose of perfecting the security interest granted to each in such Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Secured Parties, the Term Agent, or the Term Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Collateral is genuine or owned by the any Borrower, any Guarantor, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Term Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral as gratuitous bailee agent for the other Party party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Secured Parties or any other Person. Without limiting the generality of the foregoing, except as provided herein, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured Parties, or any other Person. Without limiting the generality of the foregoing, the Term Secured Parties shall not be obligated to see to the application of any Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. In addition, the Term Agent, on behalf of the Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this Agreement.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Secured Party, and the Term Agent, for and on behalf of itself and each Term Secured Party, as applicable, each agree to (i) hold all Control Collateral in their respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either) and (ii) be notated on all certificated collateral, in each case as gratuitous bailee (or subagent) for the other solely for the purpose of perfecting the security interest granted to each in such Control Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Secured Parties, the Term Agent, or the Term Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Control Collateral is genuine or owned by the Borrower, any Guarantor, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Term Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control control, possession or notation of the Control Collateral as gratuitous bailee (or sub agent) for the other Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Secured Parties or any other Person. Without limiting the generality of the foregoing, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured Parties, or any other Person. Without limiting the generality of the foregoing, the Term Secured Parties shall not be obligated to see to the application of any Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. In addition, the Term Collateral Agent, on behalf of the Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this Agreement.

Agent for Perfection. (i) The ABL Agent, for and on behalf of itself and each ABL Secured Party, and the Term Agent, for and on behalf of itself and each Term Secured Party, as applicable, each agree to hold all Collateral in their respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee for the other solely for the purpose of perfecting or maintaining the perfection of the security interest granted to each in such Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Secured Parties, the Term Agent, or the Term Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Collateral is genuine or owned by the Borrower, any Guarantor, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Term Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral as gratuitous bailee and/or agent for the other Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Secured Parties or any other Person. Without limiting the generality of the foregoing, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured Parties, or any other Person. Without limiting the generality of the foregoing, the Term Secured Parties shall not be obligated to see to the application of any Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. In addition, the Term Agent, on behalf of the Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this Agreement.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Secured Party, and the Term Agent, for and on behalf of itself and each Term Secured Party, as applicable, each acknowledge and agree to hold all Control Collateral in their its respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee agent for the benefit of, and on behalf of, the other solely for the purpose of perfecting the security interest granted to each in such Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Secured Parties, the Term Agent, or the Term Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Collateral is genuine or owned by the any relevant Borrower, any Guarantor, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Term Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral as gratuitous bailee agent for the other Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Secured Parties or any other Person. Without limiting the generality of the foregoing, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured Parties, or any other Person. Without limiting the generality of the foregoing, the Term Secured Parties shall not be obligated to see to the application of any Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. In addition, the Term Agent, on behalf of the Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this Agreement.

Agent for Perfection. The DIP ABL Agent, for and on behalf of itself and each DIP ABL Secured PartyLender, and the DIP Term Agent, for and on behalf of itself and each DIP Term Secured PartyLender, as applicable, each agree to hold all Control Collateral and Cash Collateral that is part of the Collateral in their respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee representative for the other solely for the purpose of perfecting the security interest granted to each in such Control Collateral or Cash Collateral, subject to the terms and conditions of this Section 3.2. None of the DIP ABL Agent, the DIP ABL Secured PartiesLenders, the DIP Term Agent, or the DIP Term Secured PartiesLenders, as applicable, shall have any obligation whatsoever to the others to assure that the Control Collateral is genuine or owned by the any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the DIP ABL Agent and the DIP Term Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral and the Cash Collateral as gratuitous bailee representative for the other Party for purposes of perfecting the Lien held by the DIP Term Agent or the DIP ABL Agent, as applicable. The DIP ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the DIP Term Secured Parties Agent, the DIP Term Lenders, or any other Person. Without limiting the generality of the foregoing, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The DIP Term Agent is not and shall not be deemed to be a fiduciary of any kind for the DIP ABL Secured PartiesAgent, the DIP ABL Lenders, or any other Person. Without limiting In the generality of event that (a) the foregoing, the DIP Term Secured Parties shall not be obligated to see to the application of Agent or any DIP Term Lender receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, or (b) the DIP ABL Priority Agent or any DIP ABL Lender receives any Collateral deposited into any Deposit Account or be answerable Proceeds of the Collateral in any way for violation of the misapplication thereof. In additionterms of this Agreement, then the DIP Term Agent, on behalf of the such DIP Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statementLender, the DIP ABL Agent’s Liens may be perfected on certain items , or such DIP ABL Lender, as applicable, shall promptly pay over such Proceeds or Collateral to (i) in the case of clause (a), the DIP ABL Priority Collateral with respect to which Agent, or (ii) in the case of clause (b), the DIP Term Agent’s Liens would not be perfected but , in each case, in the same form as received with any necessary endorsements, for application in accordance with the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach 4.1 of this Agreement.

Agent for Perfection. The ABL Each of the Senior Agent, on behalf of itself and the Senior Lenders, the XX Xxxx'x Agent, on behalf of itself and the XX Xxxx'x Lenders, and the Collateral Agent, for and on behalf of itself itself, the Trustee, and each ABL Secured Party, and the Term Agent, for and on behalf of itself and each Term Secured PartyNoteholder, as applicable, each agree to hold all Control Collateral and Cash Collateral that is part of the Collateral in their its respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either, as applicable) as gratuitous bailee agent for the other solely for the purpose of perfecting the security interest granted to each in such Collateral, Control Collateral or Cash Collateral subject to the terms and conditions of this Section 3.23.02. None of the ABL Senior Agent, the ABL Secured PartiesSenior Lenders, the Term XX Xxxx'x Agent, the TB Wood's Lenders, the Collateral Agent, the Trustee, or the Term Secured PartiesNoteholders, as applicable, shall have any obligation whatsoever to the others to assure that the Control Collateral is genuine or owned by the any Borrower, any Guarantor, Guarantor or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Senior Agent, XX Xxxx'x Agent and the Term Collateral Agent under this Section 3.2 3.02 are and shall be limited solely to holding or maintaining control of the Control Collateral and the Cash Collateral as gratuitous bailee agent for the other Party for purposes of perfecting the Lien held by the Term Collateral Agent, XX Xxxx'x Agent or the ABL Senior Agent, as applicable. The ABL Senior Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Secured Parties XX Xxxx'x Agent, XX Xxxx'x Lenders, Collateral Agent, the Trustee, the Noteholders or any other Person. Without limiting the generality of the foregoing, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority The Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured PartiesXX Xxxx'x Agent, XX Xxxx'x Lenders, Senior Agent, any Senior Lender or any other Person. Without limiting the generality of the foregoing, the Term Secured Parties shall The XX Xxxx'x Agent is not be obligated to see to the application of any Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. In addition, the Term Agent, on behalf of the Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed to be a breach fiduciary of any kind for the Senior Agent, Senior Lenders, Collateral Agent, the Trustee, the Noteholders or any other Person. In the event that (a) any of the Collateral Agent, the Trustee, or any Noteholder receives any Proceeds or Collateral in contravention of the Lien Priority, (b) the Senior Agent or any Senior Lender receives any Proceeds or Collateral in contravention of the Lien Priority, or (c) the XX Xxxx'x Agent or any XX Xxxx'x Lender receives any Proceeds or Collateral in contravention of the Lien Priority, it shall promptly pay over such Proceeds or Collateral to (i) in the case of clause (a), the Senior Agent or XX Xxxx'x Agent, as applicable, (ii) in the case of clause (b), the Collateral Agent or XX Xxxx'x Agent, as applicable, and (iii) in the case of clause (c), the Collateral Agent or Senior Agent, as applicable, in the same form as received with any necessary endorsements, for application in accordance with the provisions of Section 4.02 of this Agreement.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Secured Party, and the Term Agent, for and on behalf of itself and each Term Secured Party, as applicable, each agree to hold all Collateral in their respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee for the other solely for the purpose of perfecting the security interest granted to each in such Collateral, subject to the terms and conditions of this Section 3.2. Solely with respect to any Control Collateral under the control (within the meaning of Section 9-104 of the UCC) of the ABL Agent or the Term Agent, the ABL Agent and the Term Agent, respectively, agrees to also hold control over such Control Collateral as gratuitous agent for and on behalf of the Term Secured Parties and the ABL Secured Parties, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Secured Parties, the Term Agent, or the Term Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Collateral is genuine or owned by the Borrower, any Guarantor, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Term Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral as gratuitous bailee for the other Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Secured Parties or any other Person. Without limiting the generality of the foregoing, except as expressly provided herein, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured Parties, or any other Person. Without limiting the generality of the foregoing, except as expressly provided herein, the Term Secured Parties shall not be obligated to see to the application of any Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. In addition, the Term Agent, on behalf of the Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this Agreement. Each Agent, for itself and on behalf of each applicable Secured Party represented thereby, hereby waives and releases the other Agent from all claims and liabilities arising pursuant to such Agent’s role under this Section 3.2 as bailee with respect to the applicable Control Collateral.

Agent for Perfection. (i) The ABL Agent, for and on behalf of itself and each ABL Secured Party, and the Term Agent, for and on behalf of itself and each Term Secured Party, as applicable, each agree to hold all Collateral in their respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee for the other solely for the purpose of perfecting or maintaining the perfection of the security interest granted to each in such Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Secured Parties, the Term Agent, or the Term Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Collateral is genuine or owned by the Borrower, any Guarantor, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Term Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral as gratuitous bailee and/or agent for the other Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Secured Parties or any other Person. Without limiting the generality of the foregoing, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured Parties, or any other Person. Without limiting the generality of the foregoing, the Term Secured Parties shall not be obligated to see to the application of any Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. In addition, the Term Agent, on behalf of the Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this Agreement.. 39168701_7

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Secured Party, and the Controlling Term Agent, for and on behalf of itself and each Term Secured Party, as applicable, each agree to hold all Collateral in their respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee agent for the other solely for the purpose of perfecting the security interest granted to each in such Collateral, subject to the terms and conditions of this Section 3.2. In furtherance of the foregoing, the Credit Parties hereby grant a security interest in the Deposit Accounts constituting Collateral to the ABL Agent for the benefit of the Term Secured Parties. Each of the Original Term Agent and each Term Class Debt Representative hereby appoints (or, by execution of a joinder agreement pursuant to Section 7.19(a), shall be deemed to have appointed) the ABL Agent as non-fiduciary agent for purposes of perfecting the security interest in the Deposit Accounts constituting Collateral and the ABL Agent hereby accepts any such appointment and hereby agrees to act as non-fiduciary agent for purposes of perfecting such Deposit Accounts. None of the ABL Agent, the ABL Secured Parties, the Term AgentAgents, or the Term Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Collateral is genuine or owned by the any Borrower, any Guarantor, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Controlling Term Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral as gratuitous bailee agent for the other Party for purposes of perfecting the Lien held by the Controlling Term Agent or the ABL Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Secured Parties or any other Person. Without limiting the generality of the foregoing, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is Agents are not and shall not be deemed to be a fiduciary fiduciaries of any kind for the ABL Secured Parties, Parties or any other Person. Without limiting the generality of the foregoing, the Term Secured Parties shall not be obligated to see to the application of any Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. In addition, the Term Agent, on behalf of the Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this Agreement.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Secured Party, and the each Term Agent, for and on behalf of itself and each Term Secured Party, as applicable, Party each agree to hold all Collateral (other than any ABL Exclusive Collateral or any Term Exclusive Collateral, as applicable) in their respective its possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCCUCC and similar provisions of other applicable law) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee for the other (provided that no Term Agent or other Term Secured Party shall hold any Real Property as gratuitous bailee for any ABL Agent or any other ABL Secured Party) solely for the purpose of perfecting or maintaining the perfection of the security interest granted to each in such Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Secured Parties, the Term AgentAgents, or the Term Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Collateral is genuine or owned by the US Borrower, any Guarantorother Credit Party, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Term Agent Agents under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral as gratuitous bailee and/or agent for the other Party for purposes of #94592040v2 EXHIBIT F perfecting the Lien held by the Term Agent Agents or the ABL Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Secured Parties or any other Person. Without limiting the generality of the foregoing, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is Agents are not and shall not be deemed to be a fiduciary fiduciaries of any kind for the ABL Secured Parties, or any other Person. Without limiting the generality of the foregoing, the Term Secured Parties shall not be obligated to see to the application of any Proceeds of the ABL Priority Collateral (other than ABL Exclusive Collateral) deposited into any Deposit Account or be answerable in any way for the misapplication thereof. In addition, the Term AgentAgents, on behalf of the relevant Term Secured Parties, hereby agrees agree and acknowledges acknowledge that other than with respect to ABL Priority Collateral (other than ABL Exclusive Collateral) that may be perfected through the filing of a UCC financing statementstatement or similar financing statement under other applicable law, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral (other than ABL Exclusive Collateral) with respect to which the such Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the such Term Agent, on behalf of the relevant Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this AgreementAgreement or any Term Document.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Secured Party, and the Term each Notes Collateral Agent, for and on behalf of itself and each Term Notes Secured PartyParty represented by it, as applicable, each agree agrees to hold all Collateral in their its respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee agent for the other solely for the purpose of perfecting the security interest granted to each in such Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Secured Parties, the Term AgentNotes Collateral Agents, or the Term Notes Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Collateral is genuine or owned by the any Borrower, any Guarantor, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Term Agent Notes Collateral Agents under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral as gratuitous bailee agent for the other Party party for purposes of perfecting the Lien held by the Term Agent Notes Collateral Agents or the ABL Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Notes Secured Parties or any other Person. Without limiting the generality of the foregoing, except as provided herein, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Notes Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Each Notes Collateral Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured Parties, or any other Person. Without limiting the generality of the foregoing, the Term Secured Parties shall not be obligated to see to the application of any Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. In addition, the Term Agent, on behalf of the Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this Agreement.

Agent for Perfection. (a) The ABL Agent, for and on behalf of itself and each ABL Secured Party, and the Term Agent, for and on behalf of itself and each Term Secured Party, as applicable, each agree to hold all Collateral in their respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee for the other solely for the purpose of perfecting or maintaining the perfection of the security interest granted to each in such Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Secured Parties, the Term Agent, or the Term Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Collateral is genuine or owned by the Borrower, any Guarantor, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Term Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral as gratuitous bailee and/or agent for the other Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Secured Parties or any other Person. Without limiting the generality of the foregoing, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured Parties, or any other Person. Without limiting the generality of the foregoing, the Term Secured Parties shall not be obligated to see to the application of any Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. In addition, the Term Agent, on behalf of the Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this Agreement.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Secured Party, and the Term Agent, for and on behalf of itself and each Term Secured Party, as applicable, each agree agrees to hold all Collateral in their its respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee agent for the other solely for the purpose of perfecting the security interest granted to each in such Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Secured Parties, the Term Agent, or the Term Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Collateral is genuine or owned by the any Borrower, any Guarantor, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Term Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral as gratuitous bailee agent for the other Party party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Secured Parties or any other Person. Without limiting the generality of the foregoing, except as provided herein, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured Parties, or any other Person. Without limiting the generality of the foregoing, the Term Secured Parties shall not be obligated to see to the application of any Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. In addition, the Term Agent, on behalf of the Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this Agreement.3.3

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Secured Party, and the Term Agent, for and on behalf of itself and each Term Secured Party, as applicable, each agree to hold all Collateral in their respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee agent for the other solely for the purpose of perfecting the security interest granted to each in such Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Secured Parties, the Term Agent, or the Term Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Collateral is genuine or owned by the any Borrower, any Guarantor, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Term Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral as gratuitous bailee agent for the other Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Secured Parties or any other Person. Without limiting the generality of the foregoing, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured Parties, or any other Person. Without limiting the generality of the foregoing, the Term Secured Parties shall not be obligated to see to the application of any Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. In addition, the Term Agent, on behalf of the Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this Agreement.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Secured Party, and the Term Agent, for and on behalf of itself and each Term Secured Party, as applicable, each agree to hold all Collateral in their respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee agent for the other solely for the purpose of perfecting the security interest granted to each in such Collateral, subject to the terms and conditions of this Section 3.2. Without limiting the foregoing, the ABL Agent agrees to act as agent for the benefit of the Term Agent and the Term Secured Parties under each account control agreement with respect to any Deposit Accounts or Securities Accounts of a Borrower or an ABL Guarantor. None of the ABL Agent, the ABL Secured Parties, the Term Agent, or the Term Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Collateral is genuine or owned by the Borrowerany ABL Obligor, any Guarantor, Term Obligor or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Term Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral described in this Section 3.2 as gratuitous bailee agent for the other Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Secured Parties or any other Person. Without limiting the generality of the foregoing, but subject to the provisions of Sections 3.6, 3.7, and 4.1(a), the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured Parties, or any other Person. Without limiting the generality of the foregoing, the Term Secured Parties shall not be obligated to see to the application of any Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. In addition, the Term Agent, on behalf of the Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this Agreement.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Secured Party, and the Term Agent, for and on behalf of itself and each Term Secured Credit Party, as applicable, each agree to hold all Collateral in their respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee agent for the other solely for the purpose of perfecting the security interest granted to each in such Collateral, subject to the terms and conditions of this Section 3.2. Without limiting the foregoing, the ABL Agent agrees to act as agent for the benefit of the Term Agent and the Term Credit Parties under each account control agreement with respect to any Deposit Accounts or Securities Accounts of a Borrower or an ABL Guarantor. None of the ABL Agent, the ABL Secured Parties, the Term Agent, or the Term Secured Credit Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Collateral is genuine or owned by the Borrowerany ABL Obligor, any Guarantor, Term Obligor or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Term Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral described in this Section 3.2 as gratuitous bailee agent for the other Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Secured Credit Parties or any other Person. Without limiting the generality of the foregoing, but subject to the provisions of Sections 3.6, 3.7, and 4.1(a), the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured Parties, or any other Person. Without limiting the generality of the foregoing, the Term Secured Parties shall not be obligated to see to the application of any Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. In addition, the Term Agent, on behalf of the Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this Agreement.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Secured PartyLender, and the Term Agent, for and on behalf of itself and each Term Secured PartyNoteholder, as applicable, each agree to hold all Control Collateral and Cash Collateral that is part of the Collateral in their respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee representative for the other solely for the purpose of perfecting the security interest granted to each in such Control Collateral or Cash Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Secured PartiesLenders, the Term Agent, or the Term Secured PartiesNoteholders, as applicable, shall have any obligation whatsoever to the others to assure that the Control Collateral is genuine or owned by the any Borrower, any Guarantor, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Term Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral and the Cash Collateral as gratuitous bailee representative for the other Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Secured Parties Agent, the Term Noteholders, or any other Person. Without limiting the generality of the foregoing, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured PartiesAgent, the ABL Lenders, or any other Person. Without limiting In the generality of the foregoing, event that (a) the Term Secured Parties shall not be obligated to see to the application of Agent or any Term Noteholder receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, or (b) the ABL Priority Agent or any ABL Lender receives any Collateral deposited into any Deposit Account or be answerable Proceeds of the Collateral in any way for violation of the misapplication thereof. In additionterms of this Agreement, then the Term Agent, such Term Noteholder, the ABL Agent, or such ABL Lender, as applicable, shall promptly pay over such Proceeds or Collateral to (i) in the case of clause (a), the ABL Agent, or (ii) in the case of clause (b), the Term Agent, on behalf of in each case, in the Term Secured Partiessame form as received with any necessary endorsements, hereby agrees and acknowledges that other than for application in accordance with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach 4.1 of this Agreement.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Secured Party, and the Term Agent, for and on behalf of itself and each Term Secured Party, as applicable, each agree agrees to hold all Collateral in their respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCCUCC or as defined in the STA, as applicable) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee for the other solely for the purpose of perfecting the security interest granted to each in such Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Secured Parties, the Term Agent, or the Term Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Collateral is genuine or owned by the any Borrower, any Guarantor, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Term Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral as gratuitous bailee for the other Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Secured Parties or any other Person. Without limiting the generality of the foregoing, except as expressly provided herein, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured Parties, or any other Person. Without limiting the generality of the foregoing, except as expressly provided herein, the Term Secured Parties shall not be obligated to see to the application of any Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. In addition, the Term Agent, on behalf of the Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this Agreement.

Agent for Perfection. The ABL First Lien Agent, for and on behalf of itself and each ABL First Lien Secured Party, and the Term AgentSecond Lien Notes Trustee, for and on behalf of itself and each Term Second Lien Notes Secured Party, as applicable, each agree agrees to hold all Collateral in their respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCCUniform Commercial Code) (or in the possession, custody, or control of agents or bailees for eitherany of the forgoing) as gratuitous bailee for the other solely for the purpose of perfecting the security interest granted to each in such Collateral, subject to the terms and conditions of this Section 3.2. Solely with respect to any Control Collateral under the control (within the meaning of Section 9-104 of the Uniform Commercial Code) of the First Lien Agent or the Second Lien Notes Trustee, the First Lien Agent and the Second Lien Notes Trustee, respectively, agrees to also hold control over such Control Collateral as gratuitous agent for the First Lien Secured Parties and the Second Lien Notes Secured Parties, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Secured Parties, the Term Agent, First Lien Agent or the Term First Lien Secured Parties or the Second Lien Notes Trustee or Second Lien Notes Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Collateral is genuine or owned by the any Borrower, any Guarantor, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL First Lien Agent and the Term Agent Second Lien Notes Trustee under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral as gratuitous bailee for the other Party Parties for purposes of perfecting the Lien held by the Term First Lien Agent or the ABL Agent, as applicableSecond Lien Notes Trustee. The ABL No Agent is not and nor shall not it be deemed to be a fiduciary of any kind for the Term First Lien Secured Parties, Second Lien Notes Secured Parties or any other Person. Without limiting the generality of the foregoing, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured Parties, or any other Person. Without limiting the generality of the foregoing, the Term Secured Parties shall not be obligated to see to the application of any Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. In addition, the Term Agent, on behalf of the Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this Agreement.

Agent for Perfection. The DIP ABL Agent, for and on behalf of itself and each DIP ABL Secured PartyLender, and the DIP Term Agent, for and on behalf of itself and each DIP Term Secured PartyLender, as applicable, each agree to hold all Control Collateral and Cash Collateral that is part of the Collateral in their respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee representative for the other solely for the purpose of perfecting the security interest granted to each in such Control Collateral or Cash Collateral, subject to the terms and conditions of this Section 3.2. None of the DIP ABL Agent, the DIP ABL Secured PartiesLenders, the DIP Term Agent, or the DIP Term Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Control Collateral is genuine or owned by the any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the DIP ABL Agent and the DIP Term Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral and the Cash Collateral as gratuitous bailee representative for the other Party for purposes of perfecting the Lien held by the DIP Term Agent or the DIP ABL Agent, as applicable. The DIP ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the DIP Term Agent, the DIP Term Secured Parties Parties, or any other Person. Without limiting the generality of the foregoing, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The DIP Term Agent is not and shall not be deemed to be a fiduciary of any kind for the DIP ABL Secured PartiesAgent, the DIP ABL Lenders, or any other Person. Without limiting In the generality of event that (a) the foregoing, the DIP Term Agent or any DIP Term Secured Parties shall not be obligated to see to the application of Party receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, or (b) the DIP ABL Priority Agent or any DIP ABL Lender receives any Collateral deposited into any Deposit Account or be answerable Proceeds of the Collateral in any way for violation of the misapplication thereof. In additionterms of this Agreement, then the DIP Term Agent, on behalf of the such DIP Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statementLender, the DIP ABL Agent’s Liens may be perfected on certain items , or such DIP ABL Lender, as applicable, shall promptly pay over such Proceeds or Collateral to (i) in the case of clause (a), the DIP ABL Priority Collateral with respect to which Agent, or (ii) in the case of clause (b), the DIP Term Agent’s Liens would not be perfected but , in each case, in the same form as received with any necessary endorsements, for application in accordance with the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach 4.1 of this Agreement.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Secured Party, and the Term Agent, for and on behalf of itself and each Term Secured Party, as applicable, each agree to hold all Collateral in their respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee for the other solely for the purpose of perfecting or maintaining the perfection of the security interest granted to each in such Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Secured Parties, the Term Agent, or the Term Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Collateral is genuine or owned by the Borrower, any Guarantor, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Term Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral as gratuitous bailee and/or agent for the other Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Secured Parties or any other Person. Without limiting the generality of the foregoing, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured Parties, or any other Person. Without limiting the generality of the foregoing, the Term Secured Parties shall not be obligated to see to the application of any Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. In addition, the Term Agent, on behalf of the Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this Agreement.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Secured PartyLender, and the Term Agent, for and on behalf of itself and each Term Secured PartyLender, and any Additional Agent, for and on behalf of itself and each Additional Creditor represented thereby, as applicable, each agree to hold all Control Collateral, Cash Collateral and Common Mortgaged Collateral that is part of the Collateral (other than, in the case of the ABL Agent, the ABL Canadian Collateral) in their respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee agent for the each other solely for the purpose of perfecting the security interest granted to each in such Control Collateral, Cash Collateral or Common Mortgaged Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Secured PartiesLenders, the Term Agent, or the Term Secured PartiesLenders, any Additional Agent, or any Additional Creditors, as applicable, shall have any obligation whatsoever to the others to assure that the Control Collateral or the Common Mortgaged Collateral is genuine or owned by the any Borrower, any Guarantor, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent, the Term Agent and the Term any Additional Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral, the Cash Collateral and the Common Mortgaged Collateral as gratuitous bailee agent for the other Party Parties for purposes of perfecting the Lien held by the Term Agent, the ABL Agent or the ABL any Additional Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Secured Parties Agent, the Term Lenders, any Additional Agent, any Additional Creditors, or any other Person. Without limiting the generality of the foregoing, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured PartiesAgent, the ABL Lenders, any Additional Agent, any Additional Creditors, or any other Person. Without limiting the generality of the foregoing, the Term Secured Parties Any Additional Agent is not and shall not be obligated deemed to see to the application be a fiduciary of any Proceeds of kind for the ABL Priority Collateral deposited into any Deposit Account or be answerable in any way for Agent, the misapplication thereof. In additionABL Lenders, the Term Agent, on behalf the Term Lenders, any other Additional Agent or any Additional Creditors represented by any other Additional Agent, or any other Person. In the event that (a) the Term Agent or any Term Lender receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, (b) the ABL Agent or any ABL Lender receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, or (c) any Additional Agent or any Additional Creditor receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, then the Term Secured PartiesAgent, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statementsuch Term Lender, the ABL Agent’s Liens may be perfected on certain items , such ABL Lender, such Additional Agent, or such Additional Creditor, as applicable, shall promptly pay over such Proceeds or Collateral to (i) in the case of clause (a) or (c), the ABL Priority Collateral with respect to which Agent, or (ii) in the case of clause (b), the Term Agent or any Additional Agent’s Liens would not be perfected but , in each case, in the same form as received with any necessary endorsements, for application in accordance with the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach 4.1 of this Agreement.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Secured PartyLender, and the Term Agent, for and on behalf of itself and each Term Secured PartyLender, as applicable, each agree to hold all Collateral (including, without limitation, ABL Controlled Accounts) in their respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee agent for the other solely for the purpose of perfecting the security interest granted to each in such Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Secured PartiesLenders, the Term Agent, or the Term Secured PartiesLenders, as applicable, shall have any obligation whatsoever to the others to assure that the Collateral is genuine or owned by the Borrower, any Guarantor, Grantor or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Term Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral as gratuitous bailee agent for the other Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Secured Parties Agent, the Term Lenders, or any other Person. Without limiting the generality of the foregoing, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured PartiesAgent, the ABL Lenders, or any other Person. Without limiting In the generality of the foregoing, event that (a) the Term Secured Parties shall not be obligated to see to the application of Agent or any Term Lender receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, or (b) the ABL Priority Agent or any ABL Lender receives any Collateral deposited into any Deposit Account or be answerable Proceeds of the Collateral in any way for violation of the misapplication thereof. In additionterms of this Agreement, then the Term Agent, such Term Lender, the ABL Agent, or such ABL Lender, as applicable, shall promptly pay over such Proceeds or Collateral to (i) in the case of clause (a), the ABL Agent, or (ii) in the case of clause (b), the Term Agent, on behalf of in each case, in the Term Secured Partiessame form as received with any necessary endorsements, hereby agrees and acknowledges that other than for application in accordance with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach 4.1 of this Agreement.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Secured Party, and the each Term Agent, for and on behalf of itself and each Term Secured Party, as applicable, Party each agree to hold all Collateral (other than any ABL Exclusive Collateral or any Term Exclusive Collateral, as applicable) in their respective its possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCCUCC and similar provisions of other applicable law) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee for the other (provided that no Term Agent or other Term Secured Party shall hold any Real Property as gratuitous bailee for any ABL Agent or any other ABL Secured Party) solely for the purpose of perfecting or maintaining the perfection of the security interest granted to each in such Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Secured Parties, the Term AgentAgents, or the Term Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Collateral is genuine or owned by the US Borrower, any Guarantorother Credit Party, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Term Agent Agents under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral as gratuitous bailee and/or agent for the other Party for purposes of perfecting the Lien held by the Term Agent Agents or the ABL Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Secured Parties or any other Person. Without limiting the generality of the foregoing, the ABL Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is Agents are not and shall not be deemed to be a fiduciary fiduciaries of any kind for the ABL Secured Parties, or any other Person. Without limiting the generality of the foregoing, the Term Secured Parties shall not be obligated to see to the application of any Proceeds of the ABL Priority Collateral (other than ABL Exclusive Collateral) deposited into any Deposit Account or be answerable in any way for the misapplication thereof. In addition, the Term AgentAgents, on behalf of the relevant Term Secured Parties, hereby agrees agree and acknowledges acknowledge that other than with respect to ABL Priority Collateral (other than ABL Exclusive Collateral) that may be perfected through the filing of a UCC financing statementstatement or similar financing statement under other applicable law, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral (other than ABL Exclusive Collateral) with respect to which the such Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and the such Term Agent, on behalf of the relevant Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this AgreementAgreement or any Term Document.