Common use of Agent for Perfection Clause in Contracts

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Lender, and each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable), for and on behalf of itself and each Cash Flow Collateral Secured Party 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 (or in the possession, custody, or control of agents or bailees for either) as agent for 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, any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable) or 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 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 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 agent for the other Parties for purposes of perfecting the Lien held by the ABL Agent 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 Cash Flow Collateral Secured Parties or any other Person. Any Cash Flow Collateral 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 Parties represented by any other Cash Flow Collateral Agent, or any other Person. In the event that (a) the 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 or Proceeds thereof, the ABL Agent, 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 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 Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral Representative.

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 Lender, and each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable), for and on behalf of itself and each Cash Flow Collateral Second Lien Secured Party represented therebyParty, 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 (or in the possession, custody, or control of agents or bailees for either) as agent for each 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 AgentAgents, the ABL LendersSecured Parties, any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representativethe Second Lien Agent, if applicable) or any Cash Flow Collateral the Second Lien 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 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 each Cash Flow Collateral the Second Lien 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 agent for the other Parties Party for purposes of perfecting the Lien held by the Second Lien Agent or the ABL Agent and any Cash Flow Collateral AgentAgents, as applicable. The ABL Agent is Agents are not and shall not be deemed to be a fiduciary of any kind for any Cash Flow Collateral Agent, the Cash Flow Collateral Second Lien Secured Parties or any other Person. Any Cash Flow 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 Second Lien Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Second Lien 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 Parties represented by any other Cash Flow Collateral AgentParties, or any other Person. In the event that (a) the 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 or Proceeds thereof, the ABL Agent, 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 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 Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral Representative.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Lender, and each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable)the Term Agent, for and on behalf of itself and each Cash Flow Collateral Secured Party represented therebyTerm Lender, 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 (or in the possession, custody, or control of agents or bailees for either) as agent for each 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 Lenders, any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representativethe Term Agent, if applicable) or any Cash Flow Collateral Secured Partiesthe Term Lenders, 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 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 each Cash Flow Collateral 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 in their possession as agent for the other Parties Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent 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 the Term Agent, the Cash Flow Collateral Secured Parties Term Lenders, or any other Person. Any Cash Flow Collateral 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 Parties represented by any other Cash Flow Collateral 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, or (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 (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 Term Agent, such Term Lender, the ABL Agent, or 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 or Proceeds thereofclause (a), the ABL Agent, or (ii) in the case of Cash Flow Priority Collateral or Proceeds thereofclause (b), the Cash Flow Collateral RepresentativeTerm Agent, 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 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 Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral Representative.

Agent for Perfection. The ABL Revolving Lender, for and on behalf of itself and each Revolving Secured Party, and the Term Agent, for and on behalf of itself and each ABL Lender, and each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable), for and on behalf of itself and each Cash Flow Collateral Term Secured Party represented therebyParty, as applicable, each acknowledge and agree to hold all Control Collateral and Cash Collateral that is part of the Collateral in their its respective possession, custody, or control (or in the possession, custody, or control of agents or bailees for either, including, without limitation, landlords, freight forwarders and other bailees) as agent for each the benefit of, and on behalf of, the other solely for the purpose of perfecting the security interest granted to each in such Control Collateral or Cash Common Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Revolving Lender, the Revolving Secured Parties, the Term Agent, or the ABL Lenders, any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable) or any Cash Flow Collateral Term Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Cash Collateral or the Control Common Collateral is genuine or owned by any 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 each Cash Flow Collateral 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 in their possession as agent for the other Parties Party for purposes of perfecting the Lien held by the ABL Term Agent and any Cash Flow Collateral Agentor the Revolving Lender, as applicable. The ABL Agent Revolving Lender is not and shall not be deemed to be a fiduciary of any kind for any Cash Flow Collateral Agent, the Cash Flow Collateral Term Secured Parties or any other Person. Any Cash Flow Without limiting the generality of the foregoing, the Revolving Secured Parties shall not be obligated to see to the application of any Proceeds of the Term Priority Collateral deposited into 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 Agent, the ABL Lenders, any other Cash Flow Collateral Agent, any Cash Flow Collateral Revolving Secured Parties represented by any other Cash Flow Collateral AgentParties, or any other Person. In Without limiting the event that (a) generality of the ABL Agent or foregoing, the Term Secured Parties shall not be obligated to see to the application of any ABL Lender receives any Collateral or Proceeds of the Revolving Priority Collateral deposited into the Revolving Priority Accounts or be answerable in violation any way for the misapplication thereof. It is that intention 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 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 case Term Loan Priority Accounts and that the Loan Parties shall not deposit proceeds of ABL Term Priority Collateral or Proceeds thereof, the ABL Agent, or in bank accounts that constitute Revolving Priority Collateral and (ii) only proceeds of the Revolving Priority Collateral shall be deposited by the Loan Parties in the case Revolving Priority Accounts and that the Loan Parties shall not deposit proceeds of Cash Flow Revolving 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 delivered pursuant to the Credit Documents (i) in the case of ABL bank accounts that constitute Term Priority Collateral or Proceeds thereof, to the ABL Agent, or (ii) in the case of Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral RepresentativeCollateral.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL LenderSecured Party, and each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable)Term Agent, for and on behalf of itself and each Cash Flow Collateral Term Secured Party represented thereby, as applicable, each agree to hold all Control Collateral and Cash (other than any ABL Exclusive Collateral that is part of the 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 UCC and similar provisions of other applicable law) (or in the possession, custody, or control of agents or bailees for either) as agent gratuitous bailee for each 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 Control Collateral or Cash Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL LendersSecured Parties, any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representativethe Term Agents, if applicable) or any Cash Flow Collateral the Term 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 any 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 each Cash Flow Collateral Agent the Term Agents 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 and/or agent for the other Parties Party for purposes of perfecting the Lien held by the Term Agents or the ABL Agent 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 Cash Flow Collateral Term Secured Parties or any other Person. Any Cash Flow 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 Agent is deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agents are not and shall not be deemed to be a fiduciary fiduciaries of any kind for the ABL Agent, the ABL Lenders, any other Cash Flow Collateral Agent, any Cash Flow Collateral Secured Parties represented by any other Cash Flow Collateral AgentParties, or any other Person. In Without limiting the event that (a) generality of the ABL Agent or foregoing, the Term Secured Parties shall not be obligated to see to the application of any ABL Lender receives any Collateral or Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in violation any way for the misapplication thereof. In addition, the Term Agents, on behalf of the terms relevant Term Secured Parties, hereby agree and acknowledge that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement 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 such Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and 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 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 or Proceeds thereof, the ABL Agent, 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 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 Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral RepresentativeTerm Document.

Agent for Perfection. The ABL Each of the Agent, for and on behalf of itself and each ABL Lenderthe Lenders, and each Cash Flow the Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable)Agent, for and on behalf of itself itself, the Trustee, and each Cash Flow Collateral Secured Party represented therebyNoteholder, 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 (or in the possession, custody, or control of agents or bailees for either, as applicable) as agent for each the other solely for the purpose of perfecting the security interest granted to each in such Control Collateral or Cash Collateral, Collateral subject to the terms and conditions of this Section 3.23.02. None of the ABL Agent, the ABL Lenders, any Cash Flow the Collateral Agent (including in its capacity as Cash Flow Collateral RepresentativeAgent, if applicable) the Trustee, or any Cash Flow Collateral Secured Partiesthe Noteholders, 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 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 each Cash Flow the 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 in their possession as agent for the other Parties for purposes of perfecting the Lien held by the ABL Collateral Agent and any Cash Flow Collateral or the Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for any Cash Flow the Collateral Agent, the Cash Flow Collateral Secured Parties Trustee, the Noteholders or any other Person. Any Cash Flow The Collateral 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 Parties represented by any other Cash Flow Collateral Agent, Agent or any other Person. In the event that (a) the ABL Agent or any ABL Lender receives any Collateral or Proceeds of the Collateral Agent, the Trustee, or any Noteholder receives any Proceeds or Collateral in violation contravention of the terms of this Agreement Lien Priority, or (b) any Cash Flow Collateral the Agent or any Cash Flow Collateral Secured Party receives any Proceeds or Collateral or Proceeds in contravention of the Collateral in violation of the terms of this AgreementLien Priority, then the ABL Agent, such ABL Lender, such Cash Flow Collateral Agent or such Cash Flow Collateral Secured Party, as applicable, it shall promptly pay over such Proceeds or Collateral to (i) in the case of ABL Priority Collateral or Proceeds thereofclause (a), the ABL Agent, or (ii) in the case of Cash Flow Priority Collateral or Proceeds thereofclause (b), the Cash Flow Collateral Representative, in each caseAgent, in the same form as received with any necessary endorsements, for application in accordance with the provisions of Section 4.1 4.02 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 Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral Representative.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL LenderSecured Party, and each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable)the Controlling Term Agent, for and on behalf of itself and each Cash Flow Collateral Term Secured Party represented thereby, as applicable, each agree to hold all Control Collateral and Cash Collateral that is part of the 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 agent gratuitous bailee for each the other solely for the purpose of perfecting or maintaining the perfection of 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 LendersSecured Parties, any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representativethe Term Agents, if applicable) or any Cash Flow Collateral the Term 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 any Borrowerthe Company, 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 each Cash Flow Collateral Agent the Term Agents 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 and/or agent for the other Parties Party for purposes of perfecting the Lien held by the Term Agents or the ABL Agent 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 Cash Flow Collateral Term Secured Parties or any other Person. Any Cash Flow 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 Agent is deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agents are not and shall not be deemed to be a fiduciary fiduciaries of any kind for the ABL Agent, the ABL Lenders, any other Cash Flow Collateral Agent, any Cash Flow Collateral Secured Parties represented by any other Cash Flow Collateral AgentParties, or any other Person. In Without limiting the event that (a) generality of the ABL Agent or foregoing, the Term Secured Parties shall not be obligated to see to the application of any ABL Lender receives any Collateral or Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in violation any way for the misapplication thereof. In addition, the Term Agents, on behalf of the terms relevant Term Secured Parties, hereby agree and 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 such Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and 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 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 or Proceeds thereof, the ABL Agent, 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 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 Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral RepresentativeTerm Document.

Agent for Perfection. (a) The ABL Agent, for and on behalf of itself and each ABL LenderSecured Party, and each the Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable)Agent, for and on behalf of itself and each Cash Flow Collateral Secured Party represented therebyParty, 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 (or in the possession, custody, or control of agents or bailees for either) as agent on behalf and for each the benefit of 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 LendersSecured Parties, any the Cash Flow Collateral Agent (including in its capacity as Agent, or the Cash Flow Collateral Representative, if applicable) or 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 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 each the Cash Flow Collateral Agent under this Section 3.2 3.2(a) are and shall be limited solely to holding or maintaining control of the Control Collateral and the Cash Collateral in their possession as agent for the other Parties Party for purposes of perfecting the Lien held by the ABL Agent and any Cash Flow 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 any Cash Flow Collateral Agent, the Cash Flow Collateral Secured Parties or any other Person. Any 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 Cash Flow Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Cash Flow 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 Parties represented by any other Cash Flow Collateral AgentParties, or any other Person. (b) Each Senior Agent acknowledges and agrees that if it shall at any time hold a Lien securing any Senior Obligations on any Junior Shared Collateral that can be perfected by the possession or control of such Junior Shared Collateral or of any account in which such Junior Shared Collateral is held, and if such Junior Shared Collateral or any such account is in fact in the possession or under the control of such Senior Agent, or of agents or bailees of such Person, or if it shall any time obtain any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Junior Shared Collateral, the applicable Senior Agent shall also hold such Control Collateral, or take such actions with respect to such landlord waiver, bailee’s letter or similar agreement or arrangement, as sub-agent or gratuitous bailee for each relevant Junior Agent, in each case solely for the purpose of perfecting the Liens granted under the relevant Junior Collateral Documents and subject to the terms and conditions of this Section 3.2(b). In the event that any Senior Agent (aor its agents or bailees) the ABL Agent or any ABL Lender receives any Collateral or Proceeds has Lien filings against Intellectual Property that is part of the Junior Shared Collateral that are necessary for the perfection of Liens in such Junior Shared Collateral, such Senior Agent agrees prior to the Discharge of Senior Obligations to hold such Liens as sub-agent and gratuitous bailee for each relevant Junior Agent and any assignee thereof, solely for the purpose of perfecting the security interest granted in such Liens pursuant to the relevant Junior Collateral Documents, subject to the terms and conditions of this Section 3.2(b). Except as otherwise specifically provided herein, until the Discharge of Senior Obligations has occurred, the Senior Agents and the Senior Secured Parties shall be entitled to deal with the Control Collateral in violation of accordance with the terms of this Agreement or (b) any Cash Flow the applicable Senior Debt Documents as if the Liens under the Junior Collateral Agent or any Cash Flow Collateral Secured Party receives any Collateral or Proceeds Documents did not exist. The rights of the Junior Agents and the Junior Secured Parties with respect to the Control Collateral in violation of shall at all times be subject to the terms of this Agreement, then . The Senior Agents and the ABL Agent, such ABL Lender, such Cash Flow Collateral Senior Secured Parties shall have no obligation whatsoever to any Junior Agent or any Junior Secured Party to assure that any of the Control Collateral is genuine or owned by any Borrower, any Guarantor or any other Person or to preserve rights or benefits of any Person, except as expressly set forth in this Section 3.2(b). The duties or responsibilities of the Senior Agents under this Section 3.2(b) shall be limited solely to holding or controlling the Junior Shared Collateral referred to in this Section 3.2(b) as sub-agents and gratuitous bailees for each relevant Junior Agent for purposes of perfecting the Lien held by such Cash Flow Junior Agent. The Senior Agents shall not have, by reason of the Junior Collateral Documents or this Agreement, or any other document, a fiduciary relationship in respect of any Junior Agent or any Junior Secured Party, as applicable, shall promptly pay over such Proceeds or Collateral and each Junior Agent that becomes a party to (i) in the case of ABL Priority Collateral or Proceeds thereof, the ABL Agent, 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 endorsementsthis Agreement, for application in accordance with and on behalf of itself and the provisions of Section 4.1 of this Agreement. Each Credit Party shall deliver Junior Secured Parties represented thereby, hereby waives and releases the Senior Agents from all Control Collateral claims and all Cash Collateral required to be delivered liabilities arising pursuant to the Credit Documents (iSenior Agents’ roles under this Section 3.2(b) in the case of ABL Priority Collateral or Proceeds thereof, as sub-agents and gratuitous bailees with respect to the ABL Agent, or (ii) in the case of Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral RepresentativeJunior Shared Collateral.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL LenderSecured Party, and each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable)Term Agent, for and on behalf of itself and each Cash Flow Collateral Term Secured Party represented thereby, as applicable, each agree to hold all Control Collateral and Cash (other than any ABL Exclusive Collateral that is part of the 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 UCC and similar provisions of other applicable law) (or in the possession, custody, or control of agents or bailees for either) as agent gratuitous bailee for each 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 Control Collateral or Cash Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL LendersSecured Parties, any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representativethe Term Agents, if applicable) or any Cash Flow Collateral the Term 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 any 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 each Cash Flow Collateral Agent the Term Agents 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 and/or agent for the other Parties Party for purposes of perfecting the Lien held by the Term Agents or the ABL Agent 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 Cash Flow Collateral Term Secured Parties or any other Person. Any Cash Flow 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 Agent is deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agents are not and shall not be deemed to be a fiduciary fiduciaries of any kind for the ABL Agent, the ABL Lenders, any other Cash Flow Collateral Agent, any Cash Flow Collateral Secured Parties represented by any other Cash Flow Collateral AgentParties, or any other Person. In Without limiting the event that (a) generality of the ABL Agent or foregoing, the Term Secured Parties shall not be obligated to see to the application of any ABL Lender receives any Collateral or Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in violation any way for the misapplication thereof. In addition, the Term Agents, on behalf of the terms relevant Term Secured Parties, hereby agree and acknowledge that other than with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement 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 such Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and 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 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 or Proceeds thereof, the ABL Agent, 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 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 Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral RepresentativeTerm Document.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Lender, and each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable)the Term Agent, for and on behalf of itself and each Cash Flow Collateral Secured Party represented therebyTerm Lender, 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 (or in the possession, custody, or control of agents or bailees for either) as agent for each 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 Lenders, any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representativethe Term Agent, if applicable) or any Cash Flow Collateral Secured Partiesthe Term Lenders, 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 any 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 each Cash Flow Collateral 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 in their possession as agent for the other Parties Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent 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 the Term Agent, the Cash Flow Collateral Secured Parties Term Lenders, or any other Person. Any Cash Flow Collateral 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 Parties represented by any other Cash Flow Collateral 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, or (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 (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 Term Agent, such Term Lender, the ABL Agent, or 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 or Proceeds thereofclause (a), the ABL Agent, or (ii) in the case of Cash Flow Priority Collateral or Proceeds thereofclause (b), the Cash Flow Collateral RepresentativeTerm Agent, 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 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 Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral Representative.

Agent for Perfection. The ABL Agent, for Each of the Senior Agents and on behalf of itself and each ABL Lender, and each Cash Flow Collateral the Subordinated Agent (including in its capacity as Cash Flow Collateral Representative, if applicable), for and on behalf of itself and each Cash Flow Collateral Secured Party represented thereby, as applicable, each agree to hold (or cause to be held) all Control Collateral and Cash Collateral that is part of the Collateral in their respective possession, custody, or control control, including “control” within the meaning of 9-104 of the UCC (or in the possession, custody, or control of agents agents, bailees, or bailees for eitherother similar third parties) as non-fiduciary agent for each 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 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, Senior Claimholders or the ABL Lenders, any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable) or any Cash Flow Collateral Secured PartiesSubordinated Claimholders, 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 any 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 each Cash Flow Collateral the Subordinated Agent under this Section 3.2 subsection (e) are and shall be limited solely to holding or maintaining control of the Control Collateral and the Cash Collateral in their possession as non-fiduciary agent for the other Parties for purposes of perfecting the Lien held by any Senior Agent or the ABL Agent and any Cash Flow Collateral 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 a fiduciary of any kind for any Cash Flow Collateral Agentbe, the Cash Flow Collateral Secured Parties or any other Person. Any Cash Flow Collateral 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 Parties represented by any other Cash Flow Collateral Agent, Subordinated Agent or any other Person. In Upon the event that (a) the ABL Agent or any ABL Lender receives any Collateral or Proceeds Discharge of the Senior Obligations, the Senior Agents shall transfer the possession and control of any remaining Control Collateral in violation of the terms of this Agreement their possession, together with any necessary endorsements (such endorsements shall be without recourse and without representation 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 Agreementwarranty, 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 if the case of ABL Priority Collateral or Proceeds thereofSubordinated Obligations are outstanding at such time, to the ABL Subordinated Agent, or (ii) in 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 of Cash Flow Priority Collateral or Proceeds thereofmay be, would have constituted Senior Obligations, to the Cash Flow Collateral RepresentativeSenior Agents, and (iii) if no Subordinated Obligations and no such other amounts are outstanding at such time, to the applicable Obligor (in each case, in the same form case so as received to allow such Person to obtain possession or control of such Control Collateral). In connection 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 delivered pursuant to the Credit Documents transfer under clause (i) of the immediately preceding sentence, the Senior Agents agree, at the expense of the Obligors, to take all actions in their power as shall be reasonably requested by the Subordinated Agent to permit the Subordinated Agent to obtain, for the benefit of the Subordinated Claimholders, a first priority security interest in the case of ABL Priority Collateral or Proceeds thereof, to the ABL Agent, or (ii) in the case of Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral RepresentativeControl Collateral.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL LenderSecured Party, and each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable)the Term Agent, for and on behalf of itself and each Cash Flow Collateral Term Secured Party represented therebyParty, as applicable, each agree agrees 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 agent for each 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 LendersSecured Parties, any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representativethe Term Agent, if applicable) or any Cash Flow Collateral the Term 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 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 each Cash Flow Collateral 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 in their possession as agent for the other Parties party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent 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 Cash Flow Collateral Term Secured Parties or any other Person. Any Cash Flow 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 Agent, the ABL Lenders, any other Cash Flow Collateral Agent, any Cash Flow Collateral Secured Parties represented by any other Cash Flow Collateral AgentParties, or any other Person. In the event that (a) the 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 or Proceeds thereof, the ABL Agent, 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 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 Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral Representative.

Agent for Perfection. (a) The ABL Agent, for and on behalf of itself and each ABL LenderSecured Party, and each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable)the Term Agent, for and on behalf of itself and each Cash Flow Collateral Term Secured Party represented therebyParty, 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 agent gratuitous bailee for each 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 Cash Collateralthe 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 LendersSecured Parties, any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representativethe Term Agent, if applicable) or any Cash Flow Collateral the Term 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 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 each Cash Flow Collateral 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 in their possession as agent gratuitous bailee for the other Parties Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent 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 Cash Flow Collateral Term Secured Parties or any other Person. Any Cash Flow 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 Agent, the ABL Lenders, any other Cash Flow Collateral Agent, any Cash Flow Collateral Secured Parties represented by any other Cash Flow Collateral AgentParties, or any other Person. In Without limiting the event that (a) generality of the ABL Agent or foregoing, except as expressly provided herein, the Term Secured Parties shall not be obligated to see to the application of any ABL Lender receives any Collateral or Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in violation of any way for the terms of this Agreement or misapplication thereof. (b) any Cash Flow Collateral Agent or any Cash Flow Collateral Secured Party receives any Collateral or Proceeds of Notwithstanding anything in this Agreement to the Collateral in violation of the terms of this Agreement, then contrary: (1) the ABL Agent, such for itself and on behalf of the ABL LenderSecured Parties, such Cash Flow agrees that any requirement under any ABL Document that any Loan Party deliver any 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 that constitutes Term Priority Collateral or Proceeds thereof, the ABL Agent, 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 delivered pursuant to the Credit Documents (i) in the case of ABL Priority Collateral or Proceeds thereof, to the ABL Agent, or that requires any Loan Party to vest the ABL Agent with possession or “control” (ii) as defined in the case UCC) of Cash Flow any Collateral that constitutes Term Priority Collateral, in each case, shall be deemed satisfied to the extent that, prior to the Discharge of Term Obligations, such Collateral is delivered to the Term Agent, or the Term Agent shall have been vested with such possession or (unless “control” may be given concurrently to the ABL Agent and the Term Agent) “control”; and (2) the Term Agent, for itself and on behalf of the related Term Secured Parties, agrees that any requirement under any Term Document that any Loan Party deliver any Collateral that constitutes ABL Priority Collateral to such Term Agent, or Proceeds thereofthat requires any Loan Party to vest such Term Agent with possession or “control” (as defined in the UCC) of any Collateral that constitutes ABL Priority Collateral, in each case, shall be deemed satisfied to the Cash Flow extent that, prior to the Discharge of ABL Obligations, such Collateral Representativeis delivered to the ABL Agent, or the ABL Agent shall have been vested with such possession or (unless “control” may be given concurrently to the Term Agent and the ABL Agent) “control.”

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL LenderCredit Party, and each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable)the Term Agent, for and on behalf of itself and each Cash Flow Collateral Secured Party represented therebyTerm Credit Party, as applicable, each acknowledge and agree to hold all Control Collateral and Cash Collateral that is part of the Collateral in their its respective possession, custody, or control (or in the possession, custody, or control of agents or bailees for either, including, without limitation, landlords, freight forwarders and other bailees) as agent for each the benefit of, and on behalf of, 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 LendersCredit Parties, any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representativethe Term Agent, if applicable) or any Cash Flow Collateral Secured the Term Credit 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 any 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 each Cash Flow Collateral 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 in their possession as agent for the other Parties Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent 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 Cash Flow Collateral Secured Term Credit Parties or any other Person. Any Cash Flow Without limiting the generality of the foregoing, the ABL 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 Agent, the ABL Lenders, any other Cash Flow Collateral Agent, any Cash Flow Collateral Secured Parties represented by any other Cash Flow Collateral AgentCredit Parties, or any other Person. In the event that (a) the 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 or Proceeds thereof, the ABL Agent, 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 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 Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral Representative.

Agent for Perfection. The ABL Each of the Agent, for and on behalf of itself and each ABL Lenderthe Lenders, and each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable)the Trustee, for and on behalf of itself and each Cash Flow Collateral Secured Party represented therebyNoteholder, 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 (or in the possession, custody, or control of agents or bailees for either, as applicable) as agent for each the other solely for the purpose of perfecting the security interest granted to each in such Control Collateral or Cash Collateral, Collateral subject to the terms and conditions of this Section 3.23.02. None of the ABL Agent, the ABL Lenders, any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable) the Trustee or any Cash Flow Collateral Secured Partiesthe Noteholders, 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 any 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 each Cash Flow Collateral Agent the 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 in their possession as agent for the other Parties for purposes of perfecting the Lien held by the ABL Agent and any Cash Flow Collateral Trustee or the 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 Cash Flow Collateral Secured Parties or any other Person. Any Cash Flow Collateral Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL AgentTrustee, the ABL Lenders, Noteholders or any other Cash Flow Collateral Agent, Person. The Trustee is not and shall not be deemed to be a fiduciary of any Cash Flow Collateral Secured Parties represented by any other Cash Flow Collateral Agent, kind for the Agent or any other Person. In the event that (a) any of the ABL Agent Trustee or any ABL Lender Noteholder receives any Proceeds or Collateral or Proceeds in contravention of the Collateral in violation of the terms of this Agreement Lien Priority, or (b) any Cash Flow Collateral the Agent or any Cash Flow Collateral Secured Party Lender receives any Proceeds or Collateral or Proceeds in contravention of the Collateral in violation of the terms of this AgreementLien Priority, then the ABL Agent, such ABL Lender, such Cash Flow Collateral Agent or such Cash Flow Collateral Secured Party, as applicable, it shall promptly pay over such Proceeds or Collateral to (i) in the case of ABL Priority Collateral or Proceeds thereofclause (a), the ABL Agent, or (ii) in the case of Cash Flow Priority Collateral or Proceeds thereofclause (b), the Cash Flow Collateral Representative, in each caseTrustee, in the same form as received with any necessary endorsements, for application in accordance with the provisions of Section 4.1 4.02 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 Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral Representative.

Agent for Perfection. (a) The ABL Agent, for and on behalf of itself and each ABL LenderSecured Party, and each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable)the Term Agent, for and on behalf of itself and each Cash Flow Collateral Term Secured Party represented therebyParty, 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 agent gratuitous bailee for each the other solely for the purpose of perfecting or maintaining the perfection of 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 LendersSecured Parties, any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representativethe Term Agent, if applicable) or any Cash Flow Collateral the Term 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 any 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 each Cash Flow Collateral 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 in their possession as gratuitous bailee and/or agent for the other Parties Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent 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 Cash Flow Collateral Term Secured Parties or any other Person. Any Cash Flow 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 Agent, the ABL Lenders, any other Cash Flow Collateral Agent, any Cash Flow Collateral Secured Parties represented by any other Cash Flow Collateral AgentParties, 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. (b) Each Senior Agent acknowledges and agrees that if it shall at any time hold a Lien securing any Senior Obligations on any Junior Shared Collateral that can be perfected by the possession or control of such Junior Shared Collateral or of any account in which such Junior Shared Collateral is held, and if such Junior Shared Collateral or any such account is in fact in the possession or under the control of such Senior Agent, or of agents or bailees of such Person, or if it shall any time obtain any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Junior Shared Collateral, the applicable Senior Agent shall also hold such Control Collateral, or take such actions with respect to such landlord waiver, bailee’s letter or similar agreement or arrangement, as sub-agent or gratuitous bailee for each relevant Junior Agent, in each case solely for the purpose of perfecting the Liens granted under the relevant Junior Collateral Documents and subject to the terms and conditions of this Section 3.2(b). In the event that any Senior Agent (aor its agents or bailees) the ABL Agent or any ABL Lender receives any Collateral or Proceeds has Lien filings against Intellectual Property that is part of the Junior Shared Collateral that are necessary for the perfection of Liens in such Junior Shared Collateral, such Senior Agent agrees prior to the Discharge of Senior Obligations to hold such Liens as sub-agent and gratuitous bailee for each relevant Junior Agent and any assignee thereof, solely for the purpose of perfecting the security interest granted in such Liens pursuant to the relevant Junior Collateral Documents, subject to the terms and conditions of this Section 3.2(b). Except as otherwise specifically provided herein, until the Discharge of Senior Obligations has occurred, the Senior Agents and the Senior Secured Parties shall be entitled to deal with the Control Collateral in violation of accordance with the terms of this Agreement or (b) any Cash Flow the applicable Senior Debt Documents as if the Liens under the Junior Collateral Agent or any Cash Flow Collateral Secured Party receives any Collateral or Proceeds Documents did not exist. The rights of the Junior Agents and the Junior Secured Parties with respect to the Control Collateral in violation of shall at all times be subject to the terms of this Agreement, then . The Senior Agents and the ABL Agent, such ABL Lender, such Cash Flow Collateral Senior Secured Parties shall have no obligation whatsoever to any Junior Agent or any Junior Secured Party to assure that any of 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, except as expressly set forth in this Section 3.2(b). The duties or responsibilities of the Senior Agents under this Section 3.2(b) are and shall be limited solely to holding or maintaining control of the Junior Shared Collateral referred to in this Section 3.2(b) as gratuitous bailee and/or agent for each relevant Junior Agent for purposes of perfecting the Lien held by such Cash Flow Junior Agent. The Senior Agents shall not have, by reason of the Junior Collateral Documents or this Agreement, or any other document, a fiduciary relationship in respect of any Junior Agent or any Junior Secured Party, as applicable, shall promptly pay over such Proceeds or Collateral and each Junior Agent that becomes a party to (i) in the case of ABL Priority Collateral or Proceeds thereof, the ABL Agent, 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 endorsementsthis Agreement, for application in accordance with and on behalf of itself and the provisions of Section 4.1 of this Agreement. Each Credit Party shall deliver Junior Secured Parties represented thereby, hereby waives and releases the Senior Agents from all Control Collateral claims and all Cash Collateral required to be delivered liabilities arising pursuant to the Credit Documents (iSenior Agents’ roles under this Section 3.2(b) in the case of ABL Priority Collateral or Proceeds thereof, as sub-agents and gratuitous bailees with respect to the ABL Agent, or (ii) in the case of Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral RepresentativeJunior Shared Collateral.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL LenderSecured Party, and each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable)the Term Agent, for and on behalf of itself and each Cash Flow Collateral Term Secured Party represented therebyParty, 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 agent gratuitous bailee for each the other solely for the purpose of perfecting or maintaining the perfection of 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 LendersSecured Parties, any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representativethe Term Agent, if applicable) or any Cash Flow Collateral the Term 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 any 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 each Cash Flow Collateral 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 in their possession as gratuitous bailee and/or agent for the other Parties Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent 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 Cash Flow Collateral Term Secured Parties or any other Person. Any Cash Flow 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 Agent, the ABL Lenders, any other Cash Flow Collateral Agent, any Cash Flow Collateral Secured Parties represented by any other Cash Flow Collateral AgentParties, or any other Person. In Without limiting the event that (a) generality of the ABL Agent or foregoing, the Term Secured Parties shall not be obligated to see to the application of any ABL Lender receives any Collateral or Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in violation any way for the misapplication thereof. In addition, the Term Agent, on behalf of the terms Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing 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 Agreementa UCC financing statement, 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 ’s Liens may be perfected on certain items of ABL Priority Collateral or Proceeds thereof, with respect to which the ABL Term Agent, 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, ’s Liens would not be perfected but for application in accordance with the provisions of this Section 4.1 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 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 Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral Representative.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL LenderSecured Party, and each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable)Term Agent, for and on behalf of itself and each Cash Flow Collateral Term Secured Party represented thereby, as applicable, each agree to hold all Control Collateral and Cash (other than any ABL Exclusive Collateral that is part of the 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 UCC and similar provisions of other applicable law) (or in the possession, custody, or control of agents or bailees for either) as agent gratuitous bailee for each 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 Control Collateral or Cash Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL LendersSecured Parties, any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representativethe Term Agents, if applicable) or any Cash Flow Collateral the Term 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 any 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 each Cash Flow Collateral Agent the Term Agents 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 and/or agent for the other Parties Party for purposes of #94592040v2 perfecting the Lien held by the Term Agents or the ABL Agent 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 Cash Flow Collateral Term Secured Parties or any other Person. Any Cash Flow 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 Agent is deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agents are not and shall not be deemed to be a fiduciary fiduciaries of any kind for the ABL Agent, the ABL Lenders, any other Cash Flow Collateral Agent, any Cash Flow Collateral Secured Parties represented by any other Cash Flow Collateral AgentParties, or any other Person. In Without limiting the event that (a) generality of the ABL Agent or foregoing, the Term Secured Parties shall not be obligated to see to the application of any ABL Lender receives any Collateral or Proceeds of the ABL Priority Collateral (other than ABL Exclusive Collateral) deposited into any Deposit Account or be answerable in violation any way for the misapplication thereof. In addition, the Term Agents, on behalf of the terms relevant Term Secured Parties, hereby agree and 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 statement 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 such Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and 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 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 or Proceeds thereof, the ABL Agent, 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 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 Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral RepresentativeTerm Document.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL LenderSecured Party, and each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable)the Term Agent, for and on behalf of itself and each Cash Flow Collateral Term Secured Party represented therebyParty, 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 agent gratuitous bailee for each 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 Cash Collateralthe 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 LendersSecured Parties, any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representativethe Term Agent, if applicable) or any Cash Flow Collateral the Term 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 any 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 each Cash Flow Collateral 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 in their possession as agent gratuitous bailee for the other Parties Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent 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 Cash Flow Collateral Term Secured Parties or any other Person. Any Cash Flow 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 Agent, the ABL Lenders, any other Cash Flow Collateral Agent, any Cash Flow Collateral Secured Parties represented by any other Cash Flow Collateral AgentParties, or any other Person. In Without limiting the event that (a) generality of the ABL Agent or foregoing, except as expressly provided herein, the Term Secured Parties shall not be obligated to see to the application of any ABL Lender receives any Collateral or Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in violation any way for the misapplication thereof. In addition, the Term Agent, on behalf of the terms Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing 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 Agreementa UCC financing statement, 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 ’s Liens may be perfected on certain items of ABL Priority Collateral or Proceeds thereof, with respect to which the ABL Term Agent, 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, ’s Liens would not be perfected but for application in accordance with the provisions of this Section 4.1 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 Credit Agent, for itself and on behalf of each applicable Secured Party shall deliver represented thereby, hereby waives and releases the other Agent from all Control Collateral claims and all Cash Collateral required to be delivered liabilities arising pursuant to the Credit Documents (i) in the case of ABL Priority Collateral or Proceeds thereof, such Agent’s role under this Section 3.2 as bailee with respect to the ABL Agent, or (ii) in the case of Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral Representativeapplicable Control Collateral.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL LenderSecured Party, and each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable)the Term Agent, for and on behalf of itself and each Cash Flow Collateral Term Secured Party represented therebyParty, as applicable, each agree to (i) 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) and (ii) be notated on all certificated collateral, in each case as agent gratuitous bailee (or subagent) for each 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 LendersSecured Parties, any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representativethe Term Agent, if applicable) or any Cash Flow Collateral the Term 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 any 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 each Cash Flow Collateral 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 and the Cash Collateral in their possession as agent gratuitous bailee (or sub agent) for the other Parties Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent 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 Cash Flow Collateral Term Secured Parties or any other Person. Any Cash Flow 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 Agent, the ABL Lenders, any other Cash Flow Collateral Agent, any Cash Flow Collateral Secured Parties represented by any other Cash Flow Collateral AgentParties, or any other Person. In Without limiting the event that (a) generality of the ABL Agent or foregoing, the Term Secured Parties shall not be obligated to see to the application of any ABL Lender receives any Collateral or Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in violation any way for the misapplication thereof. In addition, the Term Collateral Agent, on behalf of the terms Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing 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 Agreementa UCC financing statement, 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 ’s Liens may be perfected on certain items of ABL Priority Collateral or Proceeds thereof, with respect to which the ABL Term Agent, 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, ’s Liens would not be perfected but for application in accordance with the provisions of this Section 4.1 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 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 Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral Representative.

Agent for Perfection. The Each of the ABL Agent, for and on behalf of itself and each other ABL LenderSecured Party, and each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable)the Term Agent, for and on behalf of itself and each Cash Flow Collateral other Term Secured Party represented therebyParty, as applicable, each agree agrees to hold all Control Collateral and Cash Collateral that is part of the 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 agent gratuitous bailee for each 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 or Cash Collateralas 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 LendersSecured Parties, any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representativethe Term Agent, if applicable) or any Cash Flow Collateral the other Term 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 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 each Cash Flow Collateral 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 in their possession as agent gratuitous bailee for the other Parties Agent for purposes of perfecting the Lien held by the Term Agent or the ABL Agent 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 Cash Flow Collateral Term Secured Parties or any other Person. Any Cash Flow 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 Agent, the ABL Lenders, any other Cash Flow Collateral Agent, any Cash Flow Collateral Secured Parties represented by any other Cash Flow Collateral AgentParties, or any other Person. In Without limiting the event that (a) generality of the ABL Agent or foregoing, except as expressly provided herein, the Term Secured Parties shall not be obligated to see to the application of any ABL Lender receives any Collateral or Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in violation any way for the misapplication thereof. In addition, the Term Agent, on behalf of the terms Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing 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 Agreementa UCC financing statement, 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 ’s Liens may be perfected on certain items of ABL Priority Collateral or Proceeds thereof, with respect to which the ABL Term Agent, 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, ’s Liens would not be perfected but for application in accordance with the provisions of this Section 4.1 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 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 Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral Representative.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL LenderSecured Party, and each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable)Term Agent, for and on behalf of itself and each Cash Flow Collateral Term Secured Party represented thereby, as applicable, each agree to hold all Control Collateral and Cash (other than any ABL Exclusive Collateral that is part of the 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 UCC and similar provisions of other applicable law) (or in the possession, custody, or control of agents or bailees for either) as agent gratuitous bailee for each 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 Control Collateral or Cash Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL LendersSecured Parties, any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representativethe Term Agents, if applicable) or any Cash Flow Collateral the Term 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 any 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 each Cash Flow Collateral Agent the Term Agents 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 and/or agent for the other Parties Party for purposes of perfecting the Lien held by the Term Agents or the ABL Agent 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 Cash Flow Collateral Term Secured Parties or any other Person. Any Cash Flow 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 Agent is deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agents are not and shall not be deemed to be a fiduciary fiduciaries of any kind for the ABL Agent, the ABL Lenders, any other Cash Flow Collateral Agent, any Cash Flow Collateral Secured Parties represented by any other Cash Flow Collateral AgentParties, or any other Person. In Without limiting the event that (a) generality of the ABL Agent or foregoing, the Term Secured Parties shall not be obligated to see to the application of any ABL Lender receives any Collateral or Proceeds of the ABL Priority Collateral (other than ABL Exclusive Collateral) deposited into any Deposit Account or be answerable in violation any way for the misapplication thereof. In addition, the Term Agents, on behalf of the terms relevant Term Secured Parties, hereby agree and 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 statement 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 such Term Agent’s Liens would not be perfected but for the provisions of this Section 3.2, and 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 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 or Proceeds thereof, the ABL Agent, 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 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 Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral RepresentativeTerm Document.

Agent for Perfection. The DIP ABL Agent, for and on behalf of itself and each DIP ABL Lender, and each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable)the DIP Term Agent, for and on behalf of itself and each Cash Flow Collateral Secured Party represented therebyDIP Term Lender, 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 (or in the possession, custody, or control of agents or bailees for either) as agent representative for each 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 Lenders, any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representativethe DIP Term Agent, if applicable) or any Cash Flow Collateral the DIP Term 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 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 each Cash Flow Collateral 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 in their possession as agent representative for the other Parties Party for purposes of perfecting the Lien held by the DIP Term Agent or the DIP ABL Agent and any Cash Flow Collateral Agent, as applicable. The DIP ABL Agent is not and shall not be deemed to be a fiduciary of any kind for any Cash Flow Collateral the DIP Term Agent, the Cash Flow Collateral DIP Term Secured Parties Parties, or any other Person. Any Cash Flow Collateral The DIP Term Agent is not and shall not be deemed to be a fiduciary of any kind for the DIP ABL Agent, the DIP ABL Lenders, any other Cash Flow Collateral Agent, any Cash Flow Collateral Secured Parties represented by any other Cash Flow Collateral Agent, or any other Person. In the event that (a) the ABL DIP Term 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 DIP Term Secured Party receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, or (b) the DIP ABL Agent or any DIP ABL Lender receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, then the DIP Term Agent, such DIP Term Lender, the DIP ABL Agent, or such DIP 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 or Proceeds thereofclause (a), the DIP ABL Agent, or (ii) in the case of Cash Flow Priority Collateral or Proceeds thereofclause (b), the Cash Flow Collateral RepresentativeDIP Term Agent, 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 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 Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral Representative.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL LenderSecured Party, and each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable)the Term Agent, for and on behalf of itself and each Cash Flow Collateral Term Secured Party represented therebyParty, 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 (or in the possession, custody, or control of agents or bailees for either) as agent for each 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. 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 LendersSecured Parties, any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representativethe Term Agent, if applicable) or any Cash Flow Collateral the Term 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 any BorrowerABL 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 each Cash Flow Collateral 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 described in their possession this Section 3.2 as agent for the other Parties Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent 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 Cash Flow Collateral Term Secured Parties or any other Person. Any Cash Flow 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 Agent, the ABL Lenders, any other Cash Flow Collateral Agent, any Cash Flow Collateral Secured Parties represented by any other Cash Flow Collateral AgentParties, or any other Person. In the event that (a) the 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 or Proceeds thereof, the ABL Agent, 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 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 Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral Representative.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Lender, and each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable)the Term Agent, for and on behalf of itself and each Cash Flow Collateral Secured Party represented therebyTerm Lender, as applicable, each agree to hold all Control Collateral and Cash Collateral that is part of the Collateral (including, without limitation, ABL Controlled Accounts) in their respective possession, custody, or control (or in the possession, custody, or control of agents or bailees for either) as agent for each 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 Lenders, any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representativethe Term Agent, if applicable) or any Cash Flow Collateral Secured Partiesthe Term Lenders, 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 any 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 each Cash Flow Collateral 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 in their possession as agent for the other Parties Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent 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 the Term Agent, the Cash Flow Collateral Secured Parties Term Lenders, or any other Person. Any Cash Flow Collateral 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 Parties represented by any other Cash Flow Collateral 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, or (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 (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 Term Agent, such Term Lender, the ABL Agent, or 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 or Proceeds thereofclause (a), the ABL Agent, or (ii) in the case of Cash Flow Priority Collateral or Proceeds thereofclause (b), the Cash Flow Collateral RepresentativeTerm Agent, 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 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 Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral Representative.

Agent for Perfection. The ABL Each of the Agent, for and on behalf of itself and each ABL Lenderthe Lenders, and each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable)the Trustee, for and on behalf of itself and each Cash Flow Collateral Secured Party represented therebyNoteholder, 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 (or in the possession, custody, or control of agents or bailees for either, as applicable) as bailee and agent for each the other solely for the purpose of perfecting the security interest granted to each in such Control Collateral or Cash Collateral, Collateral subject to the terms and conditions of this Section 3.23.02. None of the ABL Agent, the ABL Lenders, any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable) the Trustee or any Cash Flow Collateral Secured Partiesthe Noteholders, 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 any 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 each Cash Flow Collateral Agent the 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 in their possession as agent for the other Parties for purposes of perfecting the Lien held by the ABL Agent and any Cash Flow Collateral Trustee or the 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 Cash Flow Collateral Secured Parties or any other Person. Any Cash Flow Collateral Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL AgentTrustee, the ABL Lenders, Noteholders or any other Cash Flow Collateral Agent, Person. The Trustee is not and shall not be deemed to be a fiduciary of any Cash Flow Collateral Secured Parties represented by any other Cash Flow Collateral Agent, kind for the Agent or any other Person. In the event that (a) any of the ABL Agent Trustee or any ABL Lender Noteholder receives any Proceeds or Collateral or Proceeds in contravention of the Collateral in violation of the terms of this Agreement Lien Priority, or (b) any Cash Flow Collateral the Agent or any Cash Flow Collateral Secured Party Lender receives any Proceeds or Collateral or Proceeds in contravention of the Collateral in violation of the terms of this AgreementLien Priority, then the ABL Agent, such ABL Lender, such Cash Flow Collateral Agent or such Cash Flow Collateral Secured Party, as applicable, it shall promptly pay over such Proceeds or Collateral to (i) in the case of ABL Priority Collateral or Proceeds thereofclause (a), the ABL Agent, or (ii) in the case of Cash Flow Priority Collateral or Proceeds thereofclause (b), the Cash Flow Collateral Representative, in each caseTrustee, in the same form as received with any necessary endorsements, for application in accordance with the provisions of Section 4.1 4.02 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 Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral Representative.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL LenderSecured Party, and each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable)the Term Agent, for and on behalf of itself and each Cash Flow Collateral Term Secured Party represented therebyParty, as applicable, each acknowledge and agree to hold all Control Collateral and Cash Collateral that is part of the Collateral in their its respective possession, custody, or control (or in the possession, custody, or control of agents or bailees for either) as agent for each the benefit of, and on behalf of, 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 LendersSecured Parties, any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representativethe Term Agent, if applicable) or any Cash Flow Collateral the Term 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 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 each Cash Flow Collateral 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 in their possession as agent for the other Parties Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent 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 Cash Flow Collateral Term Secured Parties or any other Person. Any Cash Flow 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 Agent, the ABL Lenders, any other Cash Flow Collateral Agent, any Cash Flow Collateral Secured Parties represented by any other Cash Flow Collateral AgentParties, or any other Person. In the event that (a) the 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 or Proceeds thereof, the ABL Agent, 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 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 Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral Representative.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL LenderSecured Party, and each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable)the Term Agent, for and on behalf of itself and each Cash Flow Collateral Secured Party represented therebyTerm Credit 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 (or in the possession, custody, or control of agents or bailees for either) as agent for each 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. 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 LendersSecured Parties, any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representativethe Term Agent, if applicable) or any Cash Flow Collateral Secured the Term Credit 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 any BorrowerABL 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 each Cash Flow Collateral 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 described in their possession this Section 3.2 as agent for the other Parties Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent 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 Cash Flow Collateral Secured Term Credit Parties or any other Person. Any Cash Flow 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 Agent, the ABL Lenders, any other Cash Flow Collateral Agent, any Cash Flow Collateral Secured Parties represented by any other Cash Flow Collateral AgentParties, or any other Person. In the event that (a) the 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 or Proceeds thereof, the ABL Agent, 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 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 Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral Representative.

Agent for Perfection. The ABL Each of the Agent, for and on behalf of itself and each ABL Lenderthe Lenders, and each Cash Flow the Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable)Agent, for and on behalf of itself itself, the Trustee, and each Cash Flow Collateral Secured Party represented therebyNoteholder, 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 (or in the possession, custody, or control of agents or bailees for either, as applicable) as agent for each the other solely for the purpose of perfecting the security interest granted to each in such Control Collateral or Cash Collateral, Collateral subject to the terms and conditions of this Section 3.23.02. None of the ABL Agent, the ABL Lenders, any Cash Flow the Collateral Agent (including in its capacity as Cash Flow Collateral RepresentativeAgent, if applicable) the Trustee, or any Cash Flow Collateral Secured Partiesthe Noteholders, 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 any Borrower, any Guarantor, Credit Party or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and each Cash Flow the 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 in their possession as agent for the other Parties for purposes of perfecting the Lien held by the ABL Collateral Agent and any Cash Flow Collateral or the Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for any Cash Flow the Collateral Agent, the Cash Flow Collateral Secured Parties Trustee, the Noteholders or any other Person. Any Cash Flow The Collateral 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 Parties represented by any other Cash Flow Collateral Agent, Lenders or any other Person. In the event that (a) the ABL Agent or any ABL Lender receives any Collateral or Proceeds of the Collateral Agent, the Trustee, or any Noteholder receives any Proceeds or Collateral in violation contravention of the terms of this Agreement Lien Priority 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, it shall promptly pay over such Proceeds or Collateral Collateral, as applicable, to (i) in the case of ABL Priority Collateral or Proceeds thereof, the ABL Agent, or (ii) in the case of Cash Flow Priority Collateral or Proceeds thereof, the Cash Flow Collateral Representative, in each case, Agent in the same form as received with any necessary endorsements, for application in accordance with the provisions of Section 4.1 4.02 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 Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral Representative.

Agent for Perfection. The ABL Each of the Senior Agent, on behalf of itself and the Senior Lenders, and the Collateral Agent, for and on behalf of itself and each ABL Lenderitself, the Trustee, and each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable), for and on behalf of itself and each Cash Flow Collateral Secured Party represented therebyNoteholder, 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 (or in the possession, custody, or control of agents or bailees for either, as applicable) as agent for each the other solely for the purpose of perfecting the security interest granted to each in such Control Collateral or Cash Collateral, Collateral subject to the terms and conditions of this Section 3.23.02. None of the ABL Senior Agent, the ABL Senior Lenders, any Cash Flow the Collateral Agent (including in its capacity as Cash Flow Collateral RepresentativeAgent, if applicable) the Trustee, or any Cash Flow Collateral Secured Partiesthe Noteholders, 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 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 and each Cash Flow the 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 in their possession as agent for the other Parties for purposes of perfecting the Lien held by the ABL Collateral Agent and any Cash Flow Collateral or the Senior Agent, as applicable. The ABL Senior Agent is not and shall not be deemed to be a fiduciary of any kind for any Cash Flow the Collateral Agent, the Cash Flow Collateral Secured Parties Trustee, the Noteholders or any other Person. Any Cash Flow The Collateral 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 Senior Agent, any Cash Flow Collateral Secured Parties represented by any other Cash Flow Collateral Agent, Senior Lender or any other Person. In the event that (a) the ABL Agent or any ABL Lender receives any Collateral or Proceeds of the Collateral Agent, the Trustee, or any Noteholder receives any Proceeds or Collateral in violation contravention of the terms of this Agreement Lien Priority, or (b) any Cash Flow Collateral the Senior Agent or any Cash Flow Collateral Secured Party Senior Lender receives any Proceeds or Collateral or Proceeds in contravention of the Collateral in violation of the terms of this AgreementLien Priority, then the ABL Agent, such ABL Lender, such Cash Flow Collateral Agent or such Cash Flow Collateral Secured Party, as applicable, it shall promptly pay over such Proceeds or Collateral to (i) in the case of ABL Priority Collateral or Proceeds thereofclause (a), the ABL Senior Agent, or (ii) in the case of Cash Flow Priority Collateral or Proceeds thereofclause (b), the Cash Flow Collateral Representative, in each caseAgent, in the same form as received with any necessary endorsements, for application in accordance with the provisions of Section 4.1 4.02 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 Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral Representative.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL LenderSecured Party, and each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable)the Term Agent, for and on behalf of itself and each Cash Flow Collateral Term Secured Party represented therebyParty, as applicable, each agree agrees to hold all Control Collateral and Cash Collateral that is part of the Collateral in their respective possession, custody, or control (or in the possession, custody, or control of agents or bailees for either) as agent for each 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 LendersSecured Parties, any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representativethe Term Agent, if applicable) or any Cash Flow Collateral the Term 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 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 each Cash Flow Collateral 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 in their possession as agent for the other Parties Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent 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 Cash Flow Collateral Term Secured Parties or any other Person. Any Cash Flow 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 Agent, the ABL Lenders, any other Cash Flow Collateral Agent, any Cash Flow Collateral Secured Parties represented by any other Cash Flow Collateral AgentParties, or any other Person. In the event that (a) the 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 or Proceeds thereof, the ABL Agent, 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 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 Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral Representative.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Lender, and each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable)the Term Agent, for and on behalf of itself and each Cash Flow Collateral Secured Party represented therebyTerm Noteholder, 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 (or in the possession, custody, or control of agents or bailees for either) as agent representative for each 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 Lenders, any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representativethe Term Agent, if applicable) or any Cash Flow Collateral Secured Partiesthe Term Noteholders, 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 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 each Cash Flow Collateral 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 in their possession as agent representative for the other Parties Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent 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 the Term Agent, the Cash Flow Collateral Secured Parties Term Noteholders, or any other Person. Any Cash Flow Collateral 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 Parties represented by any other Cash Flow Collateral Agent, or any other Person. In the event that (a) the Term 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 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 Term Agent, such Term Noteholder, the ABL Agent, or 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 or Proceeds thereofclause (a), the ABL Agent, or (ii) in the case of Cash Flow Priority Collateral or Proceeds thereofclause (b), the Cash Flow Collateral RepresentativeTerm Agent, 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 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 Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral Representative.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL LenderSecured Party, and each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable)the Term Agent, for and on behalf of itself and each Cash Flow Collateral Term Secured Party represented therebyParty, 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 (or in the possession, custody, or control of agents or bailees for either) as agent for each 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 LendersSecured Parties, any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representativethe Term Agent, if applicable) or any Cash Flow Collateral the Term 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 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 each Cash Flow Collateral 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 in their possession as agent for the other Parties Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent 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 Cash Flow Collateral Term Secured Parties or any other Person. Any Cash Flow 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 Agent, the ABL Lenders, any other Cash Flow Collateral Agent, any Cash Flow Collateral Secured Parties represented by any other Cash Flow Collateral AgentParties, or any other Person. In the event that (a) the 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 or Proceeds thereof, the ABL Agent, 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 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 Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral Representative.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL LenderSecured Party, and each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable)the Term Agent, for and on behalf of itself and each Cash Flow Collateral Term Secured Party represented therebyParty, 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 agent gratuitous bailee for each the other solely for the purpose of perfecting or maintaining the perfection of 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 LendersSecured Parties, any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representativethe Term Agent, if applicable) or any Cash Flow Collateral the Term 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 any 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 each Cash Flow Collateral 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 in their possession as gratuitous bailee and/or agent for the other Parties Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent 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 Cash Flow Collateral Term Secured Parties or any other Person. Any Cash Flow 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 Agent, the ABL Lenders, any other Cash Flow Collateral Agent, any Cash Flow Collateral Secured Parties represented by any other Cash Flow Collateral AgentParties, or any other Person. In Without limiting the event that (a) generality of the ABL Agent or foregoing, the Term Secured Parties shall not be obligated to see to the application of any ABL Lender receives any Collateral or Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in violation any way for the misapplication thereof. In addition, the Term Agent, on behalf of the terms Term Secured Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral that may be perfected through the filing 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 Agreementa UCC financing statement, 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 ’s Liens may be perfected on certain items of ABL Priority Collateral or Proceeds thereof, with respect to which the ABL Term Agent, 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, ’s Liens would not be perfected but for application in accordance with the provisions of this Section 4.1 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 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 Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral Representative.39168701_7

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL LenderSecured Party, and each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable)the Term Agent, for and on behalf of itself and each Cash Flow Collateral Term Secured Party represented therebyParty, as applicable, each agree agrees 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 as defined in the STA, as applicable) (or in the possession, custody, or control of agents or bailees for either) as agent gratuitous bailee for each 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 LendersSecured Parties, any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representativethe Term Agent, if applicable) or any Cash Flow Collateral the Term 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 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 each Cash Flow Collateral 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 in their possession as agent gratuitous bailee for the other Parties Party for purposes of perfecting the Lien held by the Term Agent or the ABL Agent 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 Cash Flow Collateral Term Secured Parties or any other Person. Any Cash Flow 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 Agent, the ABL Lenders, any other Cash Flow Collateral Agent, any Cash Flow Collateral Secured Parties represented by any other Cash Flow Collateral AgentParties, or any other Person. In Without limiting the event that (a) generality of the ABL Agent or foregoing, except as expressly provided herein, the Term Secured Parties shall not be obligated to see to the application of 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 Proceeds be answerable in any way for the misapplication thereof, the ABL Agent, 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 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 Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral Representative.

Agent for Perfection. The DIP ABL Agent, for and on behalf of itself and each DIP ABL Lender, and each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable)the DIP Term Agent, for and on behalf of itself and each Cash Flow Collateral Secured Party represented therebyDIP Term Lender, 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 (or in the possession, custody, or control of agents or bailees for either) as agent representative for each 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 Lenders, any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representativethe DIP Term Agent, if applicable) or any Cash Flow Collateral Secured Partiesthe DIP Term Lenders, 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 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 each Cash Flow Collateral 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 in their possession as agent representative for the other Parties Party for purposes of perfecting the Lien held by the DIP Term Agent or the DIP ABL Agent and any Cash Flow Collateral Agent, as applicable. The DIP ABL Agent is not and shall not be deemed to be a fiduciary of any kind for any Cash Flow Collateral the DIP Term Agent, the Cash Flow Collateral Secured Parties DIP Term Lenders, or any other Person. Any Cash Flow Collateral The DIP Term Agent is not and shall not be deemed to be a fiduciary of any kind for the DIP ABL Agent, the DIP ABL Lenders, any other Cash Flow Collateral Agent, any Cash Flow Collateral Secured Parties represented by any other Cash Flow Collateral Agent, or any other Person. In the event that (a) the ABL DIP Term Agent or any ABL DIP Term Lender receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement Agreement, or (b) any Cash Flow Collateral the DIP ABL Agent or any Cash Flow Collateral Secured Party DIP ABL Lender receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, then the DIP Term Agent, such DIP Term Lender, the DIP ABL Agent, or such DIP 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 or Proceeds thereofclause (a), the DIP ABL Agent, or (ii) in the case of Cash Flow Priority Collateral or Proceeds thereofclause (b), the Cash Flow Collateral RepresentativeDIP Term Agent, 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 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 Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral Representative.

Agent for Perfection. The ABL Each of the Senior Agent, on behalf of itself and the Senior Lenders, and the Collateral Agent, for and on behalf of itself and each ABL Lenderitself, the Trustee, and each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable), for and on behalf of itself and each Cash Flow Collateral Secured Party represented therebyNoteholder, 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 (or in the possession, custody, or control of agents or bailees for either, as applicable) as agent for each the other solely for the purpose of perfecting the security interest granted to each in such Control Collateral or Cash Collateral, Collateral subject to the terms and conditions of this Section 3.23.02. None of the ABL Senior Agent, the ABL Senior Lenders, any Cash Flow the Collateral Agent (including in its capacity as Cash Flow Collateral RepresentativeAgent, if applicable) the Trustee, or any Cash Flow Collateral Secured Partiesthe Noteholders, 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 Parent, 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 and each Cash Flow the 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 in their possession as agent for the other Parties for purposes of perfecting the Lien held by the ABL Collateral Agent and any Cash Flow Collateral or the Senior Agent, as applicable. The ABL Senior Agent is not and shall not be deemed to be a fiduciary of any kind for any Cash Flow the Collateral Agent, the Cash Flow Collateral Secured Parties Trustee, the Noteholders or any other Person. Any Cash Flow The Collateral 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 Senior Agent, any Cash Flow Collateral Secured Parties represented by any other Cash Flow Collateral Agent, Senior Lender or any other Person. In the event that (a) the ABL Agent or any ABL Lender receives any Collateral or Proceeds of the Collateral Agent, the Trustee, or any Noteholder receives any Proceeds or Collateral in violation contravention of the terms of this Agreement Lien Priority, or (b) any Cash Flow Collateral the Senior Agent or any Cash Flow Collateral Secured Party Senior Lender receives any Proceeds or Collateral or Proceeds in contravention of the Collateral in violation of the terms of this AgreementLien Priority, then the ABL Agent, such ABL Lender, such Cash Flow Collateral Agent or such Cash Flow Collateral Secured Party, as applicable, it shall promptly pay over such Proceeds or Collateral to (i) in the case of ABL Priority Collateral or Proceeds thereofclause (a), the ABL Senior Agent, or (ii) in the case of Cash Flow Priority Collateral or Proceeds thereofclause (b), the Cash Flow Collateral Representative, in each caseAgent, in the same form as received with any necessary endorsements, for application in accordance with the provisions of Section 4.1 4.02 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 Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral Representative.

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Lender, and each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable)the Term Agent, for and on behalf of itself and each Cash Flow Collateral Secured Party Term Lender, 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 Cash 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 (or in the possession, custody, or control of agents or bailees for either) as agent for each other solely for the purpose of perfecting the security interest granted to each in such Control Collateral, Cash Collateral or Cash Common Mortgaged Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Lenders, the Term Agent, the Term Lenders, any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral RepresentativeAdditional Agent, if applicable) or any Cash Flow Collateral Secured PartiesAdditional Creditors, as applicable, shall have any obligation whatsoever to the others to assure that the Cash Control Collateral or the Control Common Mortgaged Collateral is genuine or owned by 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 each Cash Flow Collateral 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 Cash Common Mortgaged Collateral in their possession as agent for the other Parties for purposes of perfecting the Lien held by the Term Agent, the ABL Agent and or any Cash Flow Collateral Additional 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 the Term Agent, the Cash Flow Collateral Secured Parties Term Lenders, any Additional Agent, any Additional Creditors, or any other Person. Any Cash Flow Collateral 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 Additional Agent, any Cash Flow Collateral Secured Parties Additional Creditors, or any other Person. Any Additional Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Agent, the ABL Lenders, the Term Agent, the Term Lenders, any other Additional Agent or any Additional Creditors represented by any other Cash Flow Collateral 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 Agreement, or (bc) any Cash Flow Collateral Additional Agent or any Cash Flow Collateral Secured Party Additional Creditor receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, then the Term Agent, such Term Lender, the ABL Agent, such ABL Lender, such Cash Flow Collateral Agent Additional Agent, or such Cash Flow Collateral Secured PartyAdditional Creditor, as applicable, shall promptly pay over such Proceeds or Collateral to (i) in the case of ABL Priority Collateral clause (a) or Proceeds thereof(c), the ABL Agent, or (ii) in the case of Cash Flow Priority Collateral or Proceeds thereofclause (b), the Cash Flow Collateral RepresentativeTerm Agent or any Additional Agent, 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 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 Cash Flow Priority Collateral or Proceeds thereof, to the Cash Flow Collateral Representative.