Common use of Agent for Perfection Clause in Contracts

Agent for Perfection. The New First Lien Collateral Agent appoints the ABL Collateral Agent, and the ABL Collateral Agent expressly accepts such appointment, to act as agent of the New First Lien Collateral Agent and the New First Lien Secured Parties under each control agreement with respect to all ABL Controlled Accounts for the purpose of perfecting the respective security interests granted under the New First Lien Security Documents. None of the ABL Collateral Agent, any ABL Secured Party, the New First Lien Collateral Agent or any New First Lien Secured Party, as applicable, shall have any obligation whatsoever to the others to assure that the Common Collateral is genuine or owned by the Company, any Grantor or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Collateral Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Common Collateral as agent for the New First Lien Secured Parties for purposes of perfecting the respective Liens held by the New First Lien Secured Parties. The ABL Collateral Agent is not and shall not be deemed to be a fiduciary of any kind for the New First Lien Collateral Agent or the New First Lien Secured Parties, or any other Person. The New First Lien Collateral Agent is not nor shall it be deemed to be a fiduciary of any kind for any other Collateral Agent or Secured Party, or any other Person. Prior to the Discharge of ABL Obligations, in the event that the New First Lien Collateral Agent or any New First Lien Secured Party receives any Common Collateral or Proceeds of Common Collateral in violation of the terms of this Agreement, then the New First Lien Collateral Agent or such New First Lien Secured Party, as the case may be, shall promptly pay over such Proceeds or Common Collateral to the ABL Collateral Agent in the same form as received with any necessary endorsements, for application in accordance with the provisions of Section 4.1 of this Agreement.

Agent for Perfection. The New First Lien CF Collateral Agent appoints the ABL Collateral Agent, and the ABL Collateral Agent expressly accepts such appointment, to act as agent of the New First Lien CF Collateral Agent and the New First Lien each CF Secured Parties Party under each control agreement with respect to all ABL Controlled Accounts for the purpose of perfecting the respective security interests granted under the New First Lien CF Security Documents. None of the ABL Collateral Agent, any ABL Secured Party, the New First Lien CF Collateral Agent or any New First Lien CF Secured Party, as applicable, shall have any obligation whatsoever to the others to assure that the Common Intercreditor Collateral is genuine or owned by the Company, any Grantor or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Collateral Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Common Intercreditor Collateral as agent for the New First Lien CF Secured Parties for purposes of perfecting the respective Liens held by the New First Lien CF Secured Parties. The ABL Collateral Agent is not and shall not be deemed to be a fiduciary of any kind for the New First Lien CF Collateral Agent or the New First Lien CF Secured PartiesParty, or any other Person. The New First Lien CF Collateral Agent is not nor and shall it not be deemed to be a fiduciary of any kind for any other Collateral Agent or Secured Party, or any other Person. Prior to the Discharge of ABL Obligations, in the event that the New First Lien CF Collateral Agent or any New First Lien CF Secured Party receives any Common Intercreditor Collateral or Proceeds of Common Intercreditor Collateral in violation of the terms of this Agreement, then the New First Lien CF Collateral Agent or such New First Lien CF Secured Party, as the case may be, shall promptly pay over such Proceeds or Common Intercreditor Collateral to the ABL Collateral Agent in the same form as received with any necessary endorsements, for application in accordance with the provisions of Section 4.1 of this Agreement.

Agent for Perfection. The New First Lien Collateral Agent appoints Prior to the Discharge of ABL Obligations, the ABL Collateral Agent, for and on behalf of itself and each ABL Secured Party, and the Shared Collateral Agents, for and on behalf of themselves and each Shared Collateral Secured Party, as applicable, each agree to hold all ABLControl Collateral in their respective possession, custody, or control (or in the possession, custody, or control of agents or bailees for either) as agent for the other solely for the purpose of perfecting the security interest granted to each in such ABLControl Collateral, subject to the terms and conditions of this Section 3.2. In addition, the ABL Collateral Agent expressly accepts such appointment, agrees to act as agent for the benefit of the New First Lien Shared Collateral Agent Agents and the New First Lien Shared Collateral Secured Parties under each control agreement or blocked account agreement with respect to all any Deposit Accounts and Securities Accounts of a Loan Party constituting ABL Controlled Accounts for the purpose of perfecting the respective security interests granted under the New First Lien Security DocumentsCollateral. None of the ABL Collateral Agent, any the ABL Secured PartyParties, the New First Lien Shared Collaterals Agent, or the Shared Collateral Agent or any New First Lien Secured PartyParties, as applicable, shall have any obligation whatsoever to the others to assure that the Common ABLControl Collateral is genuine or owned by the Company, any Grantor Loan Party or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Shared Collateral Agent Agents under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Common ABLControl Collateral as agent for the New First Lien Secured Parties other Party for purposes of perfecting the respective Liens Lien held by the New First Lien Secured PartiesShared Collateral Agents or the ABL Agent, as applicable. The ABL Collateral Agent is not and shall not be deemed to be a fiduciary of any kind for the New First Lien Shared Collateral Agent or Agents, the New First Lien Shared Collateral Secured Parties, or any other Person. The New First Lien Shared Collateral Agent is Agents are not nor and shall it not be deemed to be a fiduciary of any kind for any other Collateral Agent or the ABL Agent, the ABL Secured PartyParties, or any other Person. Prior to the Discharge of ABL Obligations, in the event that the New First Lien any Shared Collateral Agent or any New First Lien Shared Collateral Secured Party receives any Common ABL Collateral or Proceeds of Common the ABL Collateral in violation of the terms of this Agreement, then the New First Lien such Shared Collateral Agent or such New First Lien Shared Collateral Secured Party, as the case may be, Party shall promptly pay over such Proceeds or Common ABL Collateral to the ABL Collateral Agent Agent, in the same form as received with any necessary endorsements, for application in accordance with the provisions of Section 4.1 of this Agreement. Prior to the Discharge of Term Obligations, in the event that the ABL Agent or any ABL Secured Party or any Additional Pari Passu Agent or any Additional Pari Passu Secured Party receives any Canadian Pledge Collateral or Proceeds of the Canadian Pledge Collateral in violation of the terms of this Agreement, then the ABL Agent or such ABL Secured Party or the Additional Pari Passu Agent or such Additional Pari Passu Secured Party, as applicable, shall promptly pay over such Proceeds or Canadian Pledge Collateral to the Term Agent, in the same form as received with any necessary endorsements, for application in accordance with the provisions of Section 7.4 of this Agreement.

Agent for Perfection. The New First Lien Notes Collateral Agent appoints the ABL Collateral Agent, and the ABL Collateral Agent expressly accepts such appointment, to act as agent of the New First Lien Notes Collateral Agent and the New First Lien each Notes Secured Parties Party under each control agreement with respect to all ABL Controlled Accounts for the purpose of perfecting the respective security interests granted under the New First Lien Notes Security Documents. None of the ABL Collateral Agent, any ABL Secured Party, the New First Lien Notes Collateral Agent or any New First Lien Notes Secured Party, as applicable, shall have any obligation whatsoever to the others to assure that the Common Intercreditor Collateral is genuine or owned by the Company, any Grantor or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Collateral Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Common Intercreditor Collateral as agent for the New First Lien Notes Secured Parties for purposes of perfecting the respective Liens held by the New First Lien Notes Secured Parties. The ABL Collateral Agent is not and shall not be deemed to be a fiduciary of any kind for the New First Lien Notes Collateral Agent or the New First Lien any Notes Secured PartiesParty, or any other Person. The New First Lien Notes Collateral Agent is not nor and shall it not be deemed to be a fiduciary of any kind for any other Collateral Agent or Notes Secured Party, or any other Person. Prior to the Discharge of ABL Obligations, in the event that the New First Lien Notes Collateral Agent or any New First Lien Notes Secured Party receives any Common Intercreditor Collateral or Proceeds of Common Intercreditor Collateral in violation of the terms of this Agreement, then the New First Lien Notes Collateral Agent or such New First Lien Notes Secured Party, as the case may be, shall promptly pay over such Proceeds or Common Intercreditor Collateral to the ABL Collateral Agent in the same form as received with any necessary endorsements, for application in accordance with the provisions of Section 4.1 of this Agreement.

Agent for Perfection. The New First Lien Collateral Agent appoints the ABL Collateral Agent, for and on behalf of itself and each ABL Secured Party, and the ABL Cash Flow Collateral Agent expressly accepts such appointmentRepresentative, for and on behalf of itself and each Cash Flow Collateral Secured Party, as applicable, each agree to act 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 of the New First Lien Collateral Agent and the New First Lien Secured Parties under for each control agreement with respect to all ABL Controlled Accounts other solely for the purpose of perfecting the respective security interests interest granted under to each in such Control Collateral or Cash Collateral, subject to the New First Lien Security Documentsterms and conditions of this Section 3.1. None of the ABL Collateral Agent, any the ABL Secured PartyParties, the New First Lien Cash Flow Collateral Agent Representative or any New First Lien Cash Flow Collateral Secured Party, as applicable, shall have any obligation whatsoever to the others to assure that the Common Cash Collateral or the Control Collateral is genuine or owned by the Companyany Borrower, any Grantor other Credit Party, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Cash Flow Collateral Agent Representative under this Section 3.2 3.1 are and shall be limited solely to holding or maintaining control of the Common Control Collateral and the Cash Collateral in their possession as agent for the New First Lien Secured Parties Cash Flow Collateral Representative and the ABL Agent, respectively, for purposes of perfecting the respective Liens Lien held by the New First Lien Secured PartiesABL Agent and the Cash Flow Collateral Representative, as applicable. The ABL Collateral Agent is not and shall not be deemed to be a fiduciary of any kind for the New First Lien Cash Flow Collateral Agent or Representative, the New First Lien Cash Flow Collateral Secured Parties, Parties or any other Person. The New First Lien Cash Flow Collateral Agent Representative is not nor and shall it not be deemed to be a fiduciary of any kind for any other Collateral Agent or the ABL Agent, the ABL Secured PartyParties, or any other Person. Prior to the Discharge of ABL Obligations, in In the event that (a) the New First Lien Collateral ABL Agent or any New First Lien ABL Secured Party receives any Common Collateral or Proceeds of Common the Collateral in violation of the terms of this Agreement or (b) the Cash Flow Collateral Representative 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 New First Lien ABL Agent, such ABL Secured Party, the Cash Flow Collateral Agent Representative or such New First Lien Cash Flow Collateral Secured Party, as the case may beapplicable, shall promptly pay over such Proceeds or Common 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 Agent 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 3.4 of this Agreement. Each Credit Party shall deliver all Control Collateral and all Cash Collateral required to be delivered pursuant to the Cash Flow Collateral Documents and the ABL 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 New First Each Subordinated Lien Collateral Agent appoints the ABL Collateral Agent, and the ABL Collateral Agent expressly accepts such appointment, to act as agent of the New First each Subordinated Lien Collateral Agent and the New First Subordinated Lien Secured Parties Party under each control agreement with respect to all ABL Controlled Accounts for the purpose of perfecting the respective security interests granted under the New First Lien CF Security Documents and the Bonds Security Documents, respectively. None of the ABL Collateral Agent, any ABL Secured Party, the New First any Subordinated Lien Collateral Agent or any New First Subordinated Lien Secured Party, as applicable, shall have any obligation whatsoever to the others to assure that the Common Collateral is genuine or owned by the Company, any Grantor or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Collateral Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Common Collateral as agent for the New First Subordinated Lien Secured Parties for purposes of perfecting the respective Liens held by the New First applicable Subordinated Lien Secured Parties. The ABL Collateral Agent is not and shall not be deemed to be a fiduciary of any kind for the New First any Subordinated Lien Collateral Agent or the New First Subordinated Lien Secured PartiesParty, or any other Person. The New First Neither Subordinated Lien Collateral Agent is not nor or shall it be deemed to be a fiduciary of any kind for any other Collateral Agent or Secured Party, or any other Person. Prior to the Discharge of ABL Obligations, in the event that the New First any Subordinated Lien Collateral Agent or any New First Subordinated Lien Secured Party receives any Common Collateral or Proceeds of Common Collateral in violation of the terms of this Agreement, then the New First such Subordinated Lien Collateral Agent or such New First Subordinated Lien Secured Party, as the case may be, shall promptly pay over such Proceeds or Common Collateral to the ABL Collateral Agent in the same form as received with any necessary endorsements, for application in accordance with the provisions of Section 4.1 of this Agreement.

Agent for Perfection. The New First Lien Collateral Agent appoints the ABL Collateral Controlling Agent, for and the ABL Collateral Agent expressly accepts such appointment, to act as agent on behalf of the New First Lien Collateral Agent itself and the New each other First Lien Secured Parties under Party, agrees to hold all Collateral in 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 its agents or bailees) as gratuitous bailee for each control agreement with respect Second Lien Agent solely for the purpose of perfecting or maintaining the perfection of the security interest granted to all ABL Controlled Accounts each Second Lien Agent in such Collateral, subject to the terms and conditions of this Section 3.2. In the event that the First Lien Controlling Agent (or its agent or bailees) has Lien filings against IP Rights (as defined in the First Lien Credit Agreement) that is part of the Collateral that are necessary for the perfection of Liens in such Collateral, the First Lien Controlling Agent agrees to hold such Liens as non-fiduciary agent and gratuitous bailee for each Second Lien Agent and any assignee solely for the purpose of perfecting the respective security interests interest granted under in such Liens pursuant to the New First Second Lien Security Collateral Documents, subject to the terms and conditions of this Section 3.2. None of the ABL Collateral Agent, any ABL Secured Party, the New First Lien Collateral Controlling Agent or any New the other First Lien Secured Party, as applicable, Parties shall have any obligation whatsoever to any Second Lien Agent or the others other Second Lien Secured Parties to assure that the Common Collateral is genuine or owned by the CompanyBorrower, any Grantor other Credit Party or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Collateral First Lien Controlling Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Common Control Collateral as gratuitous bailee and/or agent for the New First each Second Lien Secured Parties Agent for purposes of perfecting or maintaining the respective Liens perfection of the Lien held by each Second Lien Agent. So long as the New Discharge of First Lien Secured PartiesObligations has not occurred, the First Lien Controlling Agent shall be entitled to deal with the Control Collateral in accordance with the terms of this Agreement and the other First Lien Documents. The ABL Collateral First Lien Controlling Agent is not and shall not be deemed to be a fiduciary of any kind for the New First Lien Collateral Agent or the New First Second Lien Secured Parties, Parties or any other Person. The New In addition, each Second Lien Agent, on behalf of the other applicable Second Lien Secured Parties, hereby agrees and acknowledges that other than as to Collateral that may be perfected through the filing of a UCC financing statement, the First Lien Controlling Agent’s Liens may be perfected on certain items of Collateral Agent is with respect to which each Second Lien Agent’s Liens would not nor shall it be deemed to be a fiduciary of any kind perfected but for any other Collateral Agent or Secured Party, or any other Person. Prior to the Discharge of ABL Obligations, in the event that the New First Lien Collateral Agent or any New First Lien Secured Party receives any Common Collateral or Proceeds of Common Collateral in violation of the terms of this Agreement, then the New First Lien Collateral Agent or such New First Lien Secured Party, as the case may be, shall promptly pay over such Proceeds or Common Collateral to the ABL Collateral Agent in the same form as received with any necessary endorsements, for application in accordance with the provisions of this Section 4.1 3.2, and each Second Lien Agent, on behalf of the other applicable Second Lien Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this Agreement.

Agent for Perfection. The New First Senior Lien Collateral Agent appoints the ABL Collateral Agent, for and the ABL on behalf of itself and each Senior Lien Secured Party, agrees to hold all Collateral Agent expressly accepts such appointmentin its possession, to act custody or control (including as agent defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the New First UCC) (or in the possession, custody or control of its agents or bailees) as gratuitous bailee for the Junior Lien Collateral Agent and the New First Lien Secured Parties under each control agreement with respect to all ABL Controlled Accounts solely for the purpose of perfecting or maintaining the respective perfection of the security interests interest granted under to the New First Junior Lien Security DocumentsAgent in such Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Collateral Agent, any ABL Secured Party, the New First Senior Lien Collateral Agent or any New First the other Senior Lien Secured Party, as applicable, Parties shall have any obligation whatsoever to the others Junior Lien Agent or the other Junior Lien Secured Parties to assure that the Common Collateral is genuine or owned by the CompanyBorrower, any Grantor Guarantor or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Collateral Senior Lien Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Common Control Collateral as gratuitous bailee and/or agent for the New First Junior Lien Secured Parties Agent for purposes of perfecting the respective Liens Lien held by the New First Junior Lien Agent. So long as the Discharge of Senior Lien Obligations has not occurred, the Senior Lien Agent shall be entitled to deal with the Control Collateral in accordance with the terms of this Agreement and the other Senior Lien Documents as if the Liens in favor of the Junior Lien Secured PartiesParties did not exist. The ABL Collateral Senior Lien Agent is not and shall not be deemed to be a fiduciary of any kind for the New First Lien Collateral Agent or the New First Junior Lien Secured Parties, Parties or any other Person. The New First In addition, the Junior Lien Collateral Agent is not nor shall it be deemed to be a fiduciary Agent, on behalf of any kind for any other Collateral Agent or Secured Party, or any other Person. Prior to the Discharge of ABL Obligations, in the event that the New First Lien Collateral Agent or any New First Junior Lien Secured Party receives any Common Parties, hereby agrees and acknowledges that other than with respect to Collateral that may be perfected through the filing of a UCC financing statement or Proceeds other applicable public filing, the Senior Lien Agent’s Liens may be perfected on certain items of Common Collateral in violation of with respect to which the terms of this Agreement, then the New First Junior Lien Collateral Agent or such New First Lien Secured Party, as the case may be, shall promptly pay over such Proceeds or Common Collateral to the ABL Collateral Agent in the same form as received with any necessary endorsements, Agent’s Liens would not be perfected but for application in accordance with the provisions of this Section 4.1 3.2, and the Junior Lien Agent, on behalf of the Junior Lien Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this Agreement.

Agent for Perfection. The New First Lien Collateral Agent appoints Prior to the Discharge of ABL Obligations, the ABL Collateral Agent, for and on behalf of itself and each ABL Secured Party, and the Shared Collateral Agents, for and on behalf of themselves and each Shared Collateral Secured Party, as applicable, each agree to hold all ABL Collateral in their respective possession, custody, or control (or in the possession, custody, or control of agents or bailees for either) as agent for the other solely for the purpose of perfecting the security interest granted to each in such ABL Collateral, subject to the terms and conditions of this Section 3.2. In addition, the ABL Agent expressly accepts such appointment, agrees to act as agent for the benefit of the New First Lien Shared Collateral Agent Agents and the New First Lien Shared Collateral Secured Parties under each control agreement or blocked account agreement with respect to all ABL Controlled any Deposit Accounts for the purpose and Securities Accounts of perfecting the respective security interests granted under the New First Lien Security Documentsa Loan Party. None of the ABL Collateral Agent, any the ABL Secured PartyParties, the New First Lien Shared Collaterals Agent, or the Shared Collateral Agent or any New First Lien Secured PartyParties, as applicable, shall have any obligation whatsoever to the others to assure that the Common ABL Collateral is genuine or owned by the Company, any Grantor Loan Party or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Shared Collateral Agent Agents under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Common ABL Collateral as agent for the New First Lien Secured Parties other Party for purposes of perfecting the respective Liens Lien held by the New First Lien Secured PartiesShared Collateral Agents or the ABL Agent, as applicable. The ABL Collateral Agent is not and shall not be deemed to be a fiduciary of any kind for the New First Lien Shared Collateral Agent or Agents, the New First Lien Shared Collateral Secured Parties, or any other Person. The New First Lien Shared Collateral Agent is Agents are not nor and shall it not be deemed to be a fiduciary of any kind for any other Collateral Agent or the ABL Agent, the ABL Secured PartyParties, or any other Person. Prior to the Discharge of ABL Obligations, in the event that the New First Lien any Shared Collateral Agent or any New First Lien Shared Collateral Secured Party receives any Common ABL Collateral or Proceeds of Common the ABL Collateral in violation of the terms of this Agreement, then the New First Lien such Shared Collateral Agent or such New First Lien Shared Collateral Secured Party, as the case may be, Party shall promptly pay over such Proceeds or Common ABL Collateral to the ABL Collateral Agent Agent, in the same form as received with any necessary endorsements, for application in accordance with the provisions of Section 4.1 of this Agreement.

Agent for Perfection. The New First Lien Collateral Agent appoints the ABL Collateral Agent, for and on behalf of itself and each ABL Secured Party, and the ABL First Lien Notes Agent, for and on behalf of itself, each First Lien Notes Secured Party and each Future Notes Indebtedness Secured Party, as applicable, each agree to hold all Control Collateral Agent expressly accepts such appointmentand Cash Collateral that is part of the Collateral in their respective possession, to act custody, or control (or in the possession, custody, or control of agents or bailees for either) as agent of for the New First Lien Collateral Agent and the New First Lien Secured Parties under each control agreement with respect to all ABL Controlled Accounts other solely for the purpose of perfecting the respective security interests interest granted under to each in such Control Collateral or Cash Collateral, subject to the New First Lien Security Documentsterms and conditions of this Section 3.2. None of the ABL Collateral Agent, any the ABL Secured PartyParties, the New First Lien Collateral Agent or any New Notes Agent, the First Lien Notes Secured PartyParties or the Future Notes Indebtedness Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Common Control Collateral is genuine or owned by the Companyany Borrower, any Grantor Guarantor, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Collateral Agent and the First Lien Notes Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Common Control Collateral and the Cash Collateral as agent for the New First Lien Secured Parties other Party for purposes of perfecting the respective Liens Lien held by the New First Lien Secured PartiesNotes Agent or the ABL Agent, as applicable. The ABL Collateral Agent is not and shall not be deemed to be a fiduciary of any kind for the New First Lien Collateral Agent or Notes Agent, the New First Lien Notes Secured Parties, the Future Notes Indebtedness Secured Parties, or any other Person. The New First Lien Collateral Notes Agent is not nor and shall it not be deemed to be a fiduciary of any kind for any other Collateral Agent or the ABL Agent, the ABL Secured PartyParties, or any other Person. Prior to the Discharge of ABL Obligations, in In the event that (a) the New First Lien Collateral Agent Notes Agent, any First Lien Notes Secured Party, or any New First Lien Future Notes Indebtedness Secured Party receives any Common Collateral or Proceeds of Common the Collateral in violation of the terms of this Agreement, or (b) the ABL Agent or any ABL Secured Party receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, then the New such First Lien Collateral Agent Notes Agent, such First Lien Notes Secured Party, such Future Notes Indebtedness Secured Party, the ABL Agent, or such New First Lien ABL Secured Party, as the case may beapplicable, shall promptly pay over such Proceeds or Common Collateral to (i) in the case of clause (a), the ABL Collateral Agent Agent, or (ii) in the case of clause (b), the First Lien Notes 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.

Agent for Perfection. The New First Senior Lien Collateral Agent appoints the ABL Collateral Agent, for and the ABL on behalf of itself and each Senior Lien Secured Party, agrees to hold all Collateral Agent expressly accepts such appointmentin its possession, to act custody or control (including as agent defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the New First UCC or within the meaning of the STA) (or in the possession, custody or control of its agents or bailees) as gratuitous bailee for the Junior Lien Collateral Agent and the New First Lien Secured Parties under each control agreement with respect to all ABL Controlled Accounts solely for the purpose of perfecting or maintaining the respective perfection of the security interests interest granted under to the New First Junior Lien Security DocumentsAgent in such Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Collateral Agent, any ABL Secured Party, the New First Senior Lien Collateral Agent or any New First the other Senior Lien Secured Party, as applicable, Parties shall have any obligation whatsoever to the others Junior Lien Agent or the other Junior Lien Secured Parties to assure that the Common Collateral is genuine or owned by the CompanyBorrower, any Grantor Guarantor or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Collateral Senior Lien Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Common Control Collateral as gratuitous bailee and/or agent for the New First Junior Lien Secured Parties Agent for purposes of perfecting the respective Liens Lien held by the New First Junior Lien Agent. So long as the Discharge of Senior Lien Obligations has not occurred, the Senior Lien Agent shall be entitled to deal with the Control Collateral in accordance with the terms of this Agreement and the other Senior Lien Documents as if the Liens in favor of the Junior Lien Secured PartiesParties did not exist. The ABL Collateral Senior Lien Agent is not and shall not be deemed to be a fiduciary of any kind for the New First Lien Collateral Agent or the New First Junior Lien Secured Parties, Parties or any other Person. The New First In addition, the Junior Lien Collateral Agent is not nor shall it be deemed to be a fiduciary Agent, on behalf of any kind for any other Collateral Agent or Secured Party, or any other Person. Prior to the Discharge of ABL Obligations, in the event that the New First Lien Collateral Agent or any New First Junior Lien Secured Party receives any Common Parties, hereby agrees and acknowledges that other than with respect to Collateral that may be perfected through the filing of a UCC or Proceeds PPSA financing statement or other applicable public filing, the Senior Lien Agent’s Liens may be perfected on certain items of Common Collateral in violation of with respect to which the terms of this Agreement, then the New First Junior Lien Collateral Agent or such New First Lien Secured Party, as the case may be, shall promptly pay over such Proceeds or Common Collateral to the ABL Collateral Agent in the same form as received with any necessary endorsements, Agent’s Liens would not be perfected but for application in accordance with the provisions of this Section 4.1 3.2, and the Junior Lien Agent, on behalf of the Junior Lien Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this Agreement.

Agent for Perfection. The New First Lien Collateral Agent appoints the ABL Collateral Agent, and the ABL Collateral Agent expressly accepts such appointment, to act as agent of the New First Lien Collateral Agent and the New First Lien Secured Parties under each control agreement with respect to all ABL Controlled Accounts for the purpose of perfecting the respective security interests granted under the New First Lien Security Documents. None of the ABL Collateral Agent, any ABL Secured Party, the New First Lien Collateral Agent or any New First Lien Secured Party, as applicable, shall have any obligation whatsoever to the others to assure that the Common Collateral is genuine or owned by the Company, any Grantor or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Collateral Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Common Collateral as agent for the New First Lien Secured Parties for purposes of perfecting the respective Liens held by the New First Lien Secured Parties. The ABL Collateral Agent is not and shall not be deemed to be a fiduciary of any kind for the New First Lien Collateral Agent or the New First Lien Secured Parties, or any other Person. The New First Lien Collateral Agent is not nor shall it be deemed to be a fiduciary of any kind for any other Collateral Agent or Secured Party, or any other Person. Prior to the Discharge of ABL Obligations, in the event that the New First Lien Collateral Agent or any New First Lien Secured Party receives any Common Collateral or Proceeds of Common Collateral in violation of the terms of this Agreement, then the New First Lien Collateral Agent or such New First Lien Secured PartyPar- ty, as the case may be, shall promptly pay over such Proceeds or Common Collateral to the ABL Collateral Agent in the same form as received with any necessary endorsements, for application in accordance with the provisions of Section 4.1 of this Agreement.

Agent for Perfection. The New ABL Agent, for and on behalf of itself and each ABL Lender, the First Lien Collateral Agent appoints the ABL Collateral Term Agent, for and on behalf of itself and each First Lien Term Lender, and the ABL First Lien Notes Agent, for and on behalf of itself, each First Lien Notes Secured Party and each Future Term Loan/Notes Indebtedness Secured Party, as applicable, each agree to hold all Control Collateral Agent expressly accepts such appointmentand Cash Collateral that is part of the Collateral in their respective possession, to act custody, or control (or in the possession, custody, or control of agents or bailees for either) as agent of for the New First Lien Collateral Agent and the New First Lien Secured Parties under each control agreement with respect to all ABL Controlled Accounts other solely for the purpose of perfecting the respective security interests interest granted under to each in such Control Collateral or Cash Collateral, subject to the New First Lien Security Documentsterms and conditions of this Section 3.2. None of the ABL Collateral Agent, any the ABL Secured PartyLenders, the New First Lien Collateral Agent or any New Term Agent, the First Lien Term Lenders, the First Lien Notes Agent, the First Lien Notes Secured PartyParties or the Future Term Loan/Notes Indebtedness Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Common Control Collateral is genuine or owned by the Companyany Borrower, any Grantor Guarantor, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Collateral Agent and each Term Loan/Notes Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Common Control Collateral and the Cash Collateral as agent for the New First Lien Secured Parties other Party for purposes of perfecting the respective Liens Lien held by the New First Lien Secured PartiesTerm Agent, the First Lien Notes Agent, or the ABL Agent, as applicable. The ABL Collateral Agent is not and shall not be deemed to be a fiduciary of any kind for any Term Loan/Notes Agent, the New First Lien Collateral Agent or Term Lenders, the New First Lien Notes Secured Parties, the Future Term Loan/Notes Indebtedness Secured Parties, or any other Person. The New First Lien Collateral No Term Loan/Notes Agent is not nor or shall it be deemed to be a fiduciary of any kind for any other Collateral Agent or Secured Partythe ABL Agent, the ABL Lenders, or any other Person. Prior to the Discharge of ABL Obligations, in In the event that the New (a) any Term Loan/Notes Agent, any First Lien Collateral Agent Term Lender, any First Lien Notes Secured Party, or any New First Lien Future Term Loan/Notes Indebtedness Secured Party receives any Common Collateral or Proceeds of Common 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, then the New such Term Loan/Notes Agent, such First Lien Collateral Agent or Term Lender, such New First Lien Notes Secured Party, such Future Term Loan/Notes Indebtedness Secured Party, the ABL Agent, or such ABL Lender, as the case may beapplicable, shall promptly pay over such Proceeds or Common Collateral to (i) in the case of clause (a), the ABL Collateral Agent Agent, or (ii) in the case of clause (b), the Controlling Term Loan/Notes 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.

Agent for Perfection. The New First Lien Collateral Agent appoints the ABL Collateral Agent, and the ABL Collateral Agent expressly accepts such appointment, to act as agent of the New First Lien Collateral Agent and the New First Lien Secured Parties under each control agreement with respect to all ABL Controlled Accounts for the purpose of perfecting the respective security interests granted under the New First Lien Security Documents. None of the ABL First Lien Collateral Agent, any ABL First Lien Secured Party, the New First any Subordinated Lien Collateral Agent or any New First Subordinated Lien Secured Party, as applicable, shall have any obligation whatsoever to the others to assure that the Common Collateral is genuine or owned by the Company, any Grantor or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL First Lien Collateral Agent under this Section 3.2 3.2, are and shall be limited solely to holding or maintaining control of the Common Collateral as agent for the New First Subordinated Lien Secured Parties for purposes of perfecting the respective Liens held by the New First applicable Subordinated Lien Secured Parties. The ABL First Lien Collateral Agent is not and shall not be deemed to be a fiduciary of any kind for the New First any Subordinated Lien Collateral Agent or the New First Subordinated Lien Secured PartiesParty, or any other Person. The New First Neither Subordinated Lien Collateral Agent is not nor or shall it be deemed to be a fiduciary of any kind for any other Collateral Agent or Secured Party, or any other Person. Prior to the Discharge of ABL First Lien Obligations, in the event that the New First any Subordinated Lien Collateral Agent or any New First Subordinated Lien Secured Party receives any Common Collateral or Proceeds of Common Collateral in violation of the terms of this Agreement, then the New First such Subordinated Lien Collateral Agent or such New First Subordinated Lien Secured Party, as the case may be, shall promptly pay over such Proceeds or Common Collateral to the ABL First Lien Collateral Agent in the same form as received with any necessary endorsements, for application in accordance with the provisions of Section 4.1 of this Agreement.

Agent for Perfection. The New First Senior Lien Collateral Agent appoints the ABL Collateral Agent, for and the ABL on behalf of itself and each Senior Lien Secured Party, agrees to hold all Collateral Agent expressly accepts such appointmentin its possession, to act custody or control (including as agent defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the New First UCC) (or in the possession, custody or control of its agents or bailees) as gratuitous bailee for the Junior Lien Collateral Agent and the New First Lien Secured Parties under each control agreement with respect to all ABL Controlled Accounts solely for the purpose of perfecting or maintaining the respective perfection of the security interests interest granted under to the New First Junior Lien Security DocumentsAgent in such Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Collateral Agent, any ABL Secured Party, the New First Senior Lien Collateral Agent or any New First the other Senior Lien Secured Party, as applicable, Parties shall have any obligation whatsoever to the others Junior Lien Agent or the other Junior Lien Secured Parties to assure that the Common Collateral is genuine or owned by the CompanyBorrowers, any Grantor Guarantor or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Collateral Senior Lien Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Common Control Collateral as gratuitous bailee and/or agent for the New First Junior Lien Secured Parties Agent for purposes of perfecting the respective Liens Lien held by the New First Junior Lien Agent. So long as the Discharge of Senior Lien Obligations has not occurred, the Senior Lien Agent shall be entitled to deal with the Control Collateral in accordance with the terms of this Agreement and the other Senior Lien Documents as if the Liens in favor of the Junior Lien Secured PartiesParties did not exist. The ABL Collateral Senior Lien Agent is not and shall not be deemed to be a fiduciary of any kind for the New First Lien Collateral Agent or the New First Junior Lien Secured Parties, Parties or any other Person. The New First In addition, the Junior Lien Collateral Agent is not nor shall it be deemed to be a fiduciary Agent, on behalf of any kind for any other Collateral Agent or Secured Party, or any other Person. Prior to the Discharge of ABL Obligations, in the event that the New First Lien Collateral Agent or any New First Junior Lien Secured Party receives any Common Parties, hereby agrees and acknowledges that other than with respect to Collateral that may be perfected through the filing of a UCC financing statement or Proceeds other applicable public filing, the Senior Lien Agent’s Liens may be perfected on certain items of Common Collateral in violation of with respect to which the terms of this Agreement, then the New First Junior Lien Collateral Agent or such New First Lien Secured Party, as the case may be, shall promptly pay over such Proceeds or Common Collateral to the ABL Collateral Agent in the same form as received with any necessary endorsements, Agent’s Liens would not be perfected but for application in accordance with the provisions of this Section 4.1 3.2, and the Junior Lien Agent, on behalf of the Junior Lien Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this Agreement.

Agent for Perfection. The New First Each Senior Lien Collateral Agent appoints the ABL Collateral Agent, for and the ABL on behalf of itself and each Senior Lien Secured Party represented by it, agrees to hold all Collateral Agent expressly accepts such appointmentin its possession, to act custody or control (including as agent defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the New First UCC) (or in the possession, custody or control of its agents or bailees) as gratuitous bailee for the Junior Lien Collateral Agent and the New First Lien Secured Parties under each control agreement with respect to all ABL Controlled Accounts Agents solely for the purpose of perfecting or maintaining the respective perfection of the security interests interest granted under to the New First Junior Lien Security DocumentsAgents in such Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Collateral Agent, any ABL Secured Party, Senior Lien Agents or the New First Lien Collateral Agent or any New First other Senior Lien Secured Party, as applicable, Parties shall have any obligation whatsoever to the others Junior Lien Agents or the other Junior Lien Secured Parties to assure that the Common Collateral is genuine or owned by the CompanyBorrowers, any Grantor Guarantor or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Collateral Agent Senior Lien Agents under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Common Control Collateral as agent gratuitous bailee for the New First Junior Lien Secured Parties Agents for purposes of perfecting the respective Liens Lien held by the New First Junior Lien Agents. So long as the Discharge of Senior Lien Obligations has not occurred, the Senior Lien Agents shall be entitled to deal with the Control Collateral in accordance with the terms of this Agreement and the other Senior Lien Documents as if the Liens in favor of the Junior Lien Secured PartiesParties did not exist. The ABL Collateral Agent is Senior Lien Agents are not and shall not be deemed to be a fiduciary of any kind for the New First Lien Collateral Agent or the New First Junior Lien Secured Parties, Parties or any other Person. The New First In addition, each Junior Lien Collateral Agent is not nor shall it be deemed to be a fiduciary Agent, on behalf of any kind for any other Collateral Agent or Secured Party, or any other Person. Prior to the Discharge of ABL Obligations, in the event that the New First Lien Collateral Agent or any New First Junior Lien Secured Party receives any Common Parties represented by it, hereby agrees and acknowledges that other than with respect to Collateral that may be perfected through the filing of a UCC financing statement or Proceeds other applicable public filing, the Senior Lien Agents’ Liens may be perfected on certain items of Common Collateral in violation of with respect to which the terms of this Agreement, then the New First Junior Lien Collateral Agent or such New First Lien Secured Party, as the case may be, shall promptly pay over such Proceeds or Common Collateral to the ABL Collateral Agent in the same form as received with any necessary endorsements, Agent’s Liens would not be perfected but for application in accordance with the provisions of this Section 4.1 3.2, and each Junior Lien Agent, on behalf of the Junior Lien Secured Parties represented by it, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this Agreement.

Agent for Perfection. The New First Lien Collateral Agent Each Junior Priority Representative appoints the ABL Collateral Agent, and the ABL Collateral Agent expressly accepts such appointment, to act as agent of the New First Lien Collateral Agent for such Junior Priority Representative and the New First Lien its Related Secured Parties under each control agreement with respect to all ABL Controlled Accounts for the purpose of perfecting the respective security interests granted under the New First Lien Security Junior Priority Debt Documents. None of the ABL Collateral Agent, any ABL Secured Party, the New First Lien Collateral Agent any Junior Priority Representative or any New First Lien Secured Junior Priority Debt Party, as applicable, shall have any obligation whatsoever to the others to assure that the Common Intercreditor Collateral is genuine or owned by the Company, any other Grantor or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Collateral Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Common Intercreditor Collateral as agent for the New First Lien Secured Junior Priority Representatives and the Junior Priority Debt Parties for purposes of perfecting the respective Liens held by any of the New First Lien Secured Junior Priority Debt Parties. The ABL Collateral Agent is not and shall not be deemed to be a fiduciary of any kind for the New First Lien Collateral Agent any Junior Priority Representative or the New First Lien Secured PartiesJunior Priority Debt Party, or any other Person. The New First Lien Collateral Agent Each Junior Priority Representative is not nor and shall it not be deemed to be a fiduciary of any kind for any other Collateral Agent or Secured Party, or any other Person. Prior to the Discharge of ABL Obligations, in the event that the New First Lien Collateral Agent or any New First Lien Secured Junior Priority Representative of Junior Priority Debt Party receives any Common Intercreditor Collateral or Proceeds of Common Intercreditor Collateral in violation of the terms of this Agreement, then the New First Lien Collateral Agent such Junior Priority Representative or such New First Lien Secured Junior Priority Debt Party, as the case may be, shall promptly pay over such Intercreditor Collateral or Proceeds or Common Collateral to the ABL Collateral Agent in the same form as received with any necessary endorsements, for application in accordance with the provisions of Section 4.1 of this Agreement.

Agent for Perfection. The New First Lien Collateral Agent appoints the ABL Collateral Agent, for and the ABL Collateral Agent expressly accepts such appointment, to act as agent on behalf of the New First Lien Collateral Agent itself and the New each First Lien Secured Parties under each Party, agrees to hold all Collateral in its possession, custody or control agreement with respect to all ABL Controlled Accounts (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 its agents or bailees) as gratuitous bailee for the Second Lien Agent solely for the purpose of perfecting or maintaining the respective perfection of the security interests interest granted under to the New First Second Lien Security DocumentsAgent in such Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Collateral Agent, any ABL Secured Party, the New First Lien Collateral Agent or any New the other First Lien Secured Party, as applicable, Parties shall have any obligation whatsoever to the others Second Lien Agent or the other Second Lien Secured Parties to assure that the Common Collateral is genuine or owned by the CompanyBorrower, any Grantor Guarantor or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Collateral First Lien Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Common Control Collateral as gratuitous bailee and/or agent for the New First Second Lien Secured Parties Agent for purposes of perfecting the respective Liens Lien held by the New Second Lien Agent. So long as the Discharge of First Lien Obligations has not occurred, the First Lien Agent shall be entitled to deal with the Control Collateral in accordance with the terms of this Agreement and the other First Lien Documents as if the Liens in favor of the Second Lien Secured PartiesParties did not exist. The ABL Collateral First Lien Agent is not and shall not be deemed to be a fiduciary of any kind for the New First Lien Collateral Agent or the New First Second Lien Secured Parties, Parties or any other Person. The New In addition, the Second Lien Agent, on behalf of the Second Lien Secured Parties, hereby agrees and acknowledges that other than with respect to Collateral that may be perfected through the filing of a UCC financing statement or other applicable public filing, the First Lien Agent’s Liens may be perfected on certain items of Collateral Agent is with respect to which the Second Lien Agent’s Liens would not nor shall it be deemed to be a fiduciary of any kind perfected but for any other Collateral Agent or Secured Party, or any other Person. Prior to the Discharge of ABL Obligations, in the event that the New First Lien Collateral Agent or any New First Lien Secured Party receives any Common Collateral or Proceeds of Common Collateral in violation of the terms of this Agreement, then the New First Lien Collateral Agent or such New First Lien Secured Party, as the case may be, shall promptly pay over such Proceeds or Common Collateral to the ABL Collateral Agent in the same form as received with any necessary endorsements, for application in accordance with the provisions of this Section 4.1 3.2, and the Second Lien Agent, on behalf of the Second Lien Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this Agreement.

Agent for Perfection. The New First Lien Collateral Agent appoints Revolving Credit Agent, for and on behalf of itself and each Revolving Secured Parties, and the ABL Note Collateral Agent, for and on behalf of itself and each Secured HY Note Holders, as applicable, each agree to hold all Collateral in their respective possession, custody, or control (or in the ABL Collateral Agent expressly accepts such appointmentpossession, to act custody, or control of agents or bailees for either), including, without limitation all bailee’s waivers, as agent of for the New First Lien Collateral Agent and the New First Lien Secured Parties under each control agreement with respect to all ABL Controlled Accounts other solely for the purpose of perfecting the respective security interests interest granted to each in such Collateral, subject to the terms and conditions of this Section 3.2; provided however, that the Revolving Credit Agent’s obligations to the Note Collateral Agent under this Section 3.2 shall be limited to any Shared Collateral that is in the New First Lien Security Documents. None possession, custody, or control of the ABL Revolving Credit Agent. In addition, the Revolving Credit Agent expressly agrees to act as agent and bailee for the benefit of the Note Collateral Agent and the Secured HY Note Holders with respect to any Control Collateral that constitutes Shared Collateral. To the extent that the Revolving Credit Agent has perfected its security interest in any deposit accounts (as such term is defined in the UCC) and the Note Collateral Agent has not so perfected its interest, the Revolving Credit Agent agrees, until such time as the Note Collateral Agent perfects its interest in such deposit account, that it will act as gratuitous bailee for the Noteholder Collateral Agent for the purpose of perfecting the Liens of the Note Collateral Agent and the Secured HY Note Holders in such deposit accounts and the cash and other assets therein (but will have no duty, responsibility or obligation to the Note Collateral Agent and the Secured HY Note Holders (including, without limitation, any duty, responsibility or obligation as to the maintenance of such control, the effect of such arrangement or the establishment of such perfection)). Unless the liens in favor of the Note Collateral Agent on the Shared Collateral shall have been or concurrently are released, after the Discharge of Revolving Debt, the Revolving Credit Agent shall, at the request of the Note Collateral Agent, any ABL Secured Party, cooperate with the New First Lien Company and the Note Collateral Agent or (at the expense of the Grantors) in permitting control of any New First Lien Secured Party, as applicable, other deposit accounts to be transferred to the Note Collateral Agent. No Party shall have any obligation whatsoever to the others other Party to assure that the Common Collateral is genuine or owned by the Company, any Grantor Loan Party or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Revolving Credit Agent and the Note Collateral Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Common Collateral as agent for the New First Lien Secured Parties other for purposes of perfecting the respective Liens Lien held by the New First Lien Secured PartiesNote Collateral Agent or the Revolving Credit Agent, as applicable. The ABL Neither the Revolving Credit Agent nor the Note Collateral Agent is not and or shall not be deemed to be a fiduciary of any kind for the New First Lien Collateral Agent or other Agent, the New First Lien Secured Partiesother Lenders, or any other Person. The New First Lien Collateral Agent is not nor shall it be deemed to be a fiduciary of any kind for any other Collateral Agent or Secured PartyIn the event that, or any other Person. Prior prior to the Discharge of ABL ObligationsRevolving Debt, in the event that the New First Lien Note Collateral Agent or any New First Lien Secured Party HY Note Holder receives any Common Collateral or Proceeds proceeds of Common the Collateral in violation of the terms of this Agreement, then the New First Lien Note Collateral Agent or such New First Lien Secured Party, as the case may be, HY Note Holder shall promptly pay over such Proceeds proceeds or Common Collateral to the ABL Collateral Agent Revolving Credit Agent, in the same form as received with any necessary endorsements, for application in accordance with the provisions of Section 4.1 of this Agreement. After the Revolving Debt has been irrevocably paid in full and all commitments of the Revolving Lenders under the Revolving Credit Agreement are terminated, the Revolving Credit Agent may, in its discretion, and shall, upon the written request of the Note Collateral Agent, deliver any Secured HY Collateral in its possession to the Note Collateral Agent and shall notify all parties to any such “control” agreements of the substitution of the Note Collateral Agent for the Revolving Credit Agent thereunder and the right of the Note Collateral Agent to exercise all rights under the “control” agreements.

Agent for Perfection. The New First Lien Collateral Agent appoints Prior to the Discharge of ABL Obligations, the ABL Collateral Agent, for and on behalf of itself and each ABL Secured Party, and the Shared Collateral Agents, for and on behalf of themselves and each Shared Collateral Secured Party, as applicable, each agree to hold all ABLControl Collateral in their respective possession, custody, or control (or in the possession, custody, or control of agents or bailees for either) as agent for the other solely for the purpose of perfecting the security interest granted to each in such ABLControl Collateral, subject to the terms and conditions of this Section 3.2. In addition, the ABL Collateral Agent expressly accepts such appointment, agrees to act as agent for the benefit of the New First Lien Shared Collateral Agent Agents and the New First Lien Shared Collateral Secured Parties under each control agreement or blocked account agreement with respect to all any Deposit Accounts and Securities Accounts of a Loan For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language. For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language. Select as appropriate. Include bracketed language if there are either multiple Assignors or multiple Assignees. Party constituting ABL Controlled Accounts for the purpose of perfecting the respective security interests granted under the New First Lien Security DocumentsCollateral. None of the ABL Collateral Agent, any the ABL Secured PartyParties, the New First Lien Shared Collaterals Agent, or the Shared Collateral Agent or any New First Lien Secured PartyParties, as applicable, shall have any obligation whatsoever to the others to assure that the Common ABLControl Collateral is genuine or owned by the Company, any Grantor Loan Party or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent and the Shared Collateral Agent Agents under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Common ABLControl Collateral as agent for the New First Lien Secured Parties other Party for purposes of perfecting the respective Liens Lien held by the New First Lien Secured PartiesShared Collateral Agents or the ABL Agent, as applicable. The ABL Collateral Agent is not and shall not be deemed to be a fiduciary of any kind for the New First Lien Shared Collateral Agent or Agents, the New First Lien Shared Collateral Secured Parties, or any other Person. The New First Lien Shared Collateral Agent is Agents are not nor and shall it not be deemed to be a fiduciary of any kind for any other Collateral Agent or the ABL Agent, the ABL Secured PartyParties, or any other Person. Prior to the Discharge of ABL Obligations, in the event that the New First Lien any Shared Collateral Agent or any New First Lien Shared Collateral Secured Party receives any Common ABL Collateral or Proceeds of Common the ABL Collateral in violation of the terms of this Agreement, then the New First Lien such Shared Collateral Agent or such New First Lien Shared Collateral Secured Party, as the case may be, Party shall promptly pay over such Proceeds or Common ABL Collateral to the ABL Collateral Agent Agent, in the same form as received with any necessary endorsements, for application in accordance with the provisions of Section 4.1 of this Agreement. Prior to the Discharge of Term Obligations, in the event that the ABL Agent or any ABL Secured Party or any Additional Pari Passu Agent or any Additional Pari Passu Secured Party receives any Canadian Pledge Collateral or Proceeds of the Canadian Pledge Collateral in violation of the terms of this Agreement, then the ABL Agent or such ABL Secured Party or the Additional Pari Passu Agent or such Additional Pari Passu Secured Party, as applicable, shall promptly pay over such Proceeds or Canadian Pledge Collateral to the Term Agent, in the same form as received with any necessary endorsements, for application in accordance with the provisions of Section 7.4 of this Agreement.

Agent for Perfection. The New First Lien Collateral Agent appoints the ABL Collateral Agent, for and on behalf of itself and each ABL Secured Party, and the ABL First Lien Notes Agent, for and on behalf of itself, each First Lien Notes Secured Party and each Future Notes Indebtedness Secured Party, as applicable, each agree to hold all Control Collateral Agent expressly accepts such appointmentand Cash Collateral that is part of the Collateral in their respective possession, to act custody, or control (or in the possession, custody, or control of agents or bailees for either) as agent of for the New First Lien Collateral Agent and the New First Lien Secured Parties under each control agreement with respect to all ABL Controlled Accounts other solely for the purpose of perfecting the respective security interests interest granted under to each in such Control Collateral or Cash Collateral, subject to the New First Lien Security Documentsterms and conditions of this Section 3.2. None of the ABL Collateral Agent, any the ABL Secured PartyParties, the New First Lien Collateral Agent or any New Notes Agent, the First Lien Notes Secured PartyParties or the Future Notes Indebtedness Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Common Control Collateral is genuine or owned by the Companyany Borrower, any Grantor Guarantor, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Collateral Agent and the First Lien Notes Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Common Control Collateral and the Cash Collateral as agent for the New First Lien Secured Parties other Party for purposes of perfecting the respective Liens Lien held by the New First Lien Secured PartiesNotes Agent or the ABL Agent, as applicable. The ABL Collateral Agent is not and shall not be deemed to be a fiduciary of any kind for the New First Lien Collateral Agent or Notes Agent, the New First Lien Notes Secured Parties, the Future Notes Indebtedness Secured Parties, or any other Person. The New First Lien Collateral Notes Agent is not nor and shall it not be deemed to be a fiduciary of any kind for any other Collateral Agent or the ABL Agent, the ABL Secured PartyParties, or any other Person. Prior to the Discharge of ABL Obligations, in In the event that (a) the New First Lien Collateral Agent Notes Agent, any First Lien Notes Secured Party, or any New First Lien Future Notes Indebtedness Secured Party receives any Common Collateral or Proceeds of Common the Collateral in violation of the terms of this Agreement, or (b) the ABL Agent or any ABL Secured Party 16 Bracketed language to be included at the request of the ABL Agent if the fixed asset facility is not secured by assets of the Canadian subsidiaries. receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, then the New such First Lien Collateral Agent Notes Agent, such First Lien Notes Secured Party, such Future Notes Indebtedness Secured Party, the ABL Agent, or such New First Lien ABL Secured Party, as the case may beapplicable, shall promptly pay over such Proceeds or Common Collateral to (i) in the case of clause (a), the ABL Collateral Agent Agent, or (ii) in the case of clause (b), the First Lien Notes 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.

Agent for Perfection. The New First Lien Collateral Agent appoints Revolving Credit Agent, for and on behalf of itself and each Revolving Secured Parties, and the ABL Note Collateral Agent, for and on behalf of itself and each Secured HY Note Holders, as applicable, each agree to hold all Collateral in their respective possession, custody, or control (or in the ABL Collateral Agent expressly accepts such appointmentpossession, to act custody, or control of agents or bailees for either), including, without limitation all bailee’s waivers, as agent of for the New First Lien Collateral Agent and the New First Lien Secured Parties under each control agreement with respect to all ABL Controlled Accounts other solely for the purpose of perfecting the respective security interests interest granted to each in such Collateral, subject to the terms and conditions of this Section 3.2; provided however , that the Revolving Credit Agent’s obligations to the Note Collateral Agent under this Section 3.2 shall be limited to any Shared Collateral that is in the New First Lien Security Documents. None possession, custody, or control of the ABL Revolving Credit Agent. In addition, the Revolving Credit Agent expressly agrees to act as agent and bailee for the benefit of the Note Collateral Agent and the Secured HY Note Holders with respect to any Control Collateral that constitutes Shared Collateral. To the extent that the Revolving Credit Agent has perfected its security interest in any deposit accounts (as such term is defined in the UCC) and the Note Collateral Agent has not so perfected its interest, the Revolving Credit Agent agrees, until such time as the Note Collateral Agent perfects its interest in such deposit account, that it will act as gratuitous bailee for the Noteholder Collateral Agent for the purpose of perfecting the Liens of the Note Collateral Agent and the Secured HY Note Holders in such deposit accounts and the cash and other assets therein (but will have no duty, responsibility or obligation to the Note Collateral Agent and the Secured HY Note Holders (including, without limitation, any duty, responsibility or obligation as to the maintenance of such control, the effect of such arrangement or the establishment of such perfection)). Unless the liens in favor of the Note Collateral Agent on the Shared Collateral shall have been or concurrently are released, after the Discharge of Revolving Debt, the Revolving Credit Agent shall, at the request of the Note Collateral Agent, any ABL Secured Party, cooperate with the New First Lien Company and the Note Collateral Agent or (at the expense of the Grantors) in permitting control of any New First Lien Secured Party, as applicable, other deposit accounts to be transferred to the Note Collateral Agent. No Party shall have any obligation whatsoever to the others other Party to assure that the Common Collateral is genuine or owned by the Company, any Grantor Loan Party or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Revolving Credit Agent and the Note Collateral Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Common Collateral as agent for the New First Lien Secured Parties other for purposes of perfecting the respective Liens Lien held by the New First Lien Secured PartiesNote Collateral Agent or the Revolving Credit Agent, as applicable. The ABL Neither the Revolving Credit Agent nor the Note Collateral Agent is not and or shall not be deemed to be a fiduciary of any kind for the New First Lien Collateral Agent or other Agent, the New First Lien Secured Partiesother Lenders, or any other Person. The New First Lien Collateral Agent is not nor shall it be deemed to be a fiduciary of any kind for any other Collateral Agent or Secured PartyIn the event that, or any other Person. Prior prior to the Discharge of ABL ObligationsRevolving Debt, in the event that the New First Lien Note Collateral Agent or any New First Lien Secured Party HY Note Holder receives any Common Collateral or Proceeds proceeds of Common the Collateral in violation of the terms of this Agreement, then the New First Lien Note Collateral Agent or such New First Lien Secured Party, as the case may be, HY Note Holder shall promptly pay over such Proceeds proceeds or Common Collateral to the ABL Collateral Agent Revolving Credit Agent, in the same form as received with any necessary endorsements, for application in accordance with the provisions of Section 4.1 of this Agreement. After the Revolving Debt has been irrevocably paid in full and all commitments of the Revolving Lenders under the Revolving Credit Agreement are terminated, the Revolving Credit Agent may, in its discretion, and shall, upon the written request of the Note Collateral Agent, deliver any Secured HY Collateral in its possession to the Note Collateral Agent and shall notify all parties to any such “control” agreements of the substitution of the Note Collateral Agent for the Revolving Credit Agent thereunder and the right of the Note Collateral Agent to exercise all rights under the “control” agreements.