Common use of Agent for Perfection Clause in Contracts

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

Agent for Perfection. The ABL (a) Each Agent, for and on behalf of itself and each ABL the Secured PartyParties represented thereby, and the Term Agent, for and on behalf of itself and each Term Secured Party, as applicable, each agree agrees to hold all Cash Collateral and Control 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 therefor) for either) the benefit of, on behalf of and as gratuitous bailee agent for the other Secured Parties solely for the purpose of perfecting the security interest granted to each other Agent or Secured Party in such Cash Collateral and Control Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Secured Parties, the Term Agent, or the Term Secured Parties, as applicable, Such Agent shall not have any obligation whatsoever to the others other Secured Parties to assure that the such Cash Collateral and Control Collateral is genuine or owned by the Borrower, any Guarantor, Credit Party or any other Person or to preserve rights or benefits of any PersonPerson therein. The duties or responsibilities of the ABL Agent and the Term Agent such under this Section 3.2 are and shall be limited solely to holding or maintaining control of the such Cash Collateral and Control Collateral as gratuitous bailee agent for the other Party Parties for purposes of perfecting the Lien held by the Term Agent or the ABL Agent, as applicableSecured Parties. The ABL Such Agent is not and shall not be deemed to be a fiduciary of any kind for the Term any Secured Parties Party or any other Person. Without limiting Each Credit Party shall deliver all Control Collateral when required to be delivered pursuant to the generality Credit Documents to (x) until the Discharge of the foregoingSenior Priority Obligations, the ABL Senior Priority Representative and (y) thereafter, the Junior Priority Representative. (b) In the event that any Secured Parties shall not be obligated to see to the application of Party receives any Collateral or Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured Parties, or any other Person. Without limiting the generality violation of the foregoingterms of this Agreement, then such Secured Party shall promptly pay over such Proceeds or Collateral to (x) until the Discharge of Senior Priority Obligations, the Term Secured Parties shall not be obligated to see to Senior Priority Representative, in the same form as received with any necessary endorsements, for 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 accordance with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.24.1, and (y) thereafter, the Term AgentJunior Priority Representative, on behalf in the same form as received with any necessary endorsements, for application in accordance with the provisions of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this AgreementSection 4.1.

Agent for Perfection. The ABL (a) Each Loan Party shall deliver all Cash Collateral or Control Collateral when required to be delivered pursuant to the Credit Documents to (x) until the Discharge of Senior Priority Obligations, the Senior Priority Representative and (y) thereafter, the Junior Priority Representative. (b) Each Agent, for and on behalf of itself and each ABL the Secured PartyParties represented thereby, and the Term Agent, for and on behalf of itself and each Term Secured Party, as applicable, each agree agrees to hold all Cash Collateral and Control 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 therefor) for either) the benefit of, on behalf of and as gratuitous bailee agent for the other Secured Parties solely for the purpose of perfecting the security interest granted to each other Agent or Secured Party in such Cash Collateral and Control Collateral, subject to the terms and conditions of this Section 3.23.01. None of the ABL Agent, the ABL Secured Parties, the Term Agent, or the Term Secured Parties, as applicable, Such Agent shall not have any obligation whatsoever to the others other Secured Parties to assure that the such Cash Collateral and Control Collateral is genuine or owned by the Borrower, any Guarantor, Loan Party or any other Person or to preserve rights or benefits of any PersonPerson therein. The duties or responsibilities of the ABL Agent and the Term such Agent under this Section 3.2 3.01 are and shall be limited solely to holding or maintaining control of the such Cash Collateral and Control Collateral as gratuitous bailee agent for the other Party Secured Parties for purposes of perfecting the Lien held by the Term Agent or the ABL Agent, as applicableSecured Parties. The ABL Such Agent is not and shall not be deemed to be a fiduciary of any kind for the Term any Secured Parties Party or any other Person. Without limiting . (c) In the generality of the foregoing, the ABL event that any Secured Parties shall not be obligated to see to the application of Party receives any Collateral or Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured Parties, or any other Person. Without limiting the generality violation of the foregoingterms of this Agreement, then such Secured Party shall promptly pay over such Proceeds or Collateral to (x) until the Discharge of Senior Priority Obligations, the Term Secured Parties shall not be obligated to see to the application of any Proceeds of the ABL Senior Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. In additionRepresentative, and (y) thereafter, the Term AgentJunior Priority Representative, on behalf of in the Term Secured Partiessame form as received with any necessary endorsements, hereby agrees and acknowledges that other than for application in accordance with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.24.01 hereof. (d) It is understood and agreed that the interests of the Senior Priority Agents and the Senior Lien Creditors, on the one hand, and the Term AgentJunior Priority Agent and the Junior Priority Creditors, on behalf the other hand, may differ and the Senior Priority Agents and the Senior Priority Creditors shall be fully entitled to act in their own interest without taking into account the interests of the Term Secured Parties, hereby further agrees that Junior Priority Agents or the foregoing described in this sentence shall not be deemed a breach of this AgreementJunior Priority Creditors.

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

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

Agent for Perfection. The ABL 1. Each Loan Party shall deliver all Cash Collateral or Control Collateral when required to be delivered pursuant to the Credit Documents to (x) until the Discharge of Senior Priority Obligations, the Senior Priority Representative and (y) thereafter, the Junior Priority Representative. 2. Each Agent, for and on behalf of itself and each ABL the Secured PartyParties represented thereby, and the Term Agent, for and on behalf of itself and each Term Secured Party, as applicable, each agree agrees to hold all Cash Collateral and Control 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 therefor) for either) the benefit of, on behalf of and as gratuitous bailee agent for the other Secured Parties solely for the purpose of perfecting the security interest granted to each other Agent or Secured Party in such Cash Collateral and Control Collateral, subject to the terms and conditions of this Section 3.23.01. None of the ABL Agent, the ABL Secured Parties, the Term Agent, or the Term Secured Parties, as applicable, Such Agent shall not have any obligation whatsoever to the others other Secured Parties to assure that the such Cash Collateral and Control Collateral is genuine or owned by the Borrower, any Guarantor, Loan Party or any other Person or to preserve rights or benefits of any PersonPerson therein. The duties or responsibilities of the ABL Agent and the Term such Agent under this Section 3.2 3.01 are and shall be limited solely to holding or maintaining control of the such Cash Collateral and Control Collateral as gratuitous bailee agent for the other Party Secured Parties for purposes of perfecting the Lien held by the Term Agent or the ABL Agent, as applicableSecured Parties. The ABL Such Agent is not and shall not be deemed to be a fiduciary of any kind for the Term any Secured Parties Party or any other Person. 3. Without limiting In the generality of the foregoing, the ABL event that any Secured Parties shall not be obligated to see to the application of Party receives any Collateral or Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured Parties, or any other Person. Without limiting the generality violation of the foregoingterms of this Agreement, then such Secured Party shall promptly pay over such Proceeds or Collateral to (x) until the Discharge of Senior Priority Obligations, the Term Secured Parties shall not be obligated to see to the application of any Proceeds of the ABL Senior Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. In additionRepresentative, and (y) thereafter, the Term AgentJunior Priority Representative, on behalf of in the Term Secured Partiessame form as received with any necessary endorsements, hereby agrees and acknowledges that other than for application in accordance with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.24.01 hereof. 4. It is understood and agreed that the interests of the Senior Priority Agents and the Senior Lien Creditors, on the one hand, and the Term AgentJunior Priority Agent and the Junior Priority Creditors, on behalf the other hand, may differ and the Senior Priority Agents and the Senior Priority Creditors shall be fully entitled to act in their own interest without taking into account the interests of the Term Secured Parties, hereby further agrees that Junior Priority Agents or the foregoing described in this sentence shall not be deemed a breach of this AgreementJunior Priority Creditors.

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

Agent for Perfection. The ABL Agent, for and on behalf of itself and each ABL Secured Party, Senior Agent and the Term Agent, for and on behalf of itself and each Term Secured Party, as applicable, Subordinated Agent each agree to hold (or cause to be held) all Control Collateral in their respective possession, custody, or control (control, including as defined in Sections “control” within the meaning of 9-104, 9-105, 9-106, 9-107 and 8-106 104 of the UCC) UCC (or in the possession, custody, or control of agents agents, bailees, or bailees for eitherother similar third parties) as gratuitous bailee non-fiduciary agent for the benefit and on behalf of the other solely for the purpose of perfecting the security interest granted to each in such Collateral, Control Collateral subject to the terms and conditions of this Agreement (such bailment and agency being intended, among other things, to satisfy the requirements of Section 3.28-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and 9-107 of the UCC). None of the ABL Agent, the ABL Secured Parties, the Term Agent, Senior Claimholders or the Term Secured PartiesSubordinated Claimholders, as applicable, shall have any obligation whatsoever to the others to assure that the Control Collateral is genuine or owned by the Borrower, any Guarantor, Obligor or any other Person or to preserve their respective rights or benefits or those of any Person. The duties or responsibilities of the ABL Senior Agent and the Term Subordinated Agent under this Section 3.2 subsection (e) are and shall be limited solely to holding or maintaining control of the Control Collateral as gratuitous bailee non-fiduciary agent for the other Party for purposes of perfecting the Lien held by the Term Senior Agent or the ABL Subordinated Agent, as applicable. The ABL Senior Agent is not is, and shall shall, not be deemed to be a fiduciary of any kind for the Term Secured Parties Subordinated Agent or any other Person. Without limiting the generality Each of the foregoingSubordinated Claimholders, by its acceptance hereof, hereby further designates and appoints the ABL Secured Parties shall not be obligated to see Senior Agent its collateral agent in respect of motor vehicle titles, and transfers to the application Senior Agent the respective rights of any Proceeds of each other Subordinated Claimholder to receive, hold, administer and enforce the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured PartiesMotor Vehicle Notations, or any other Person. Without limiting the generality one of the foregoingthem, 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, as collateral agent on behalf of the Term Secured PartiesSubordinated Claimholders, and to take such action as collateral agent and to exercise such powers respecting the Motor Vehicle Notations as are delegated to a secured party under such Motor Vehicle Notations or by applicable law, together with such powers that are reasonably incidental thereto. The Senior Agent hereby agrees and acknowledges declares that other than with respect to ABL Priority Collateral that may be perfected through it accepts 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 trust hereby created for the limited purpose of holding the Motor Vehicle Notations and exercising remedies thereunder and agrees to perform such trust for the use and benefit of the Subordinated Claimholders on the terms set forth herein; subject, however, to other 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 AgreementSection.

Agent for Perfection. The ABL Agent(a) Each Buyer Party agrees to hold any Collateral that can be perfected by the possession or control (as control is contemplated as a manner of perfection under the UCC) of such Collateral (or of any account in which such Collateral is held), and any such Collateral or any such account that is in fact in the possession or under the control of a Buyer Party, or of agents or bailees of such Buyer Party (such Collateral being referred to herein as the “Pledged Collateral”), as bailee and agent for and on behalf of itself and each ABL Secured Party, and the Term Agent, for and on behalf of itself and each Term Secured Party, as applicable, each agree to hold all Collateral in their respective possession, custody, or control (including as defined in Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the UCC) (or in the possession, custody, or control of agents or bailees for either) as gratuitous bailee for the other Buyer Parties solely for the purpose of perfecting the security interest granted to each the other Buyer Parties in such CollateralPledged Collateral (including, but not limited to, any securities or any deposit accounts or securities accounts, if any) pursuant to the Bridge Purchase Documents or Initial Purchase Documents, as applicable, subject to the terms and conditions of this Section 3.25.4. None Prior to the Discharge of Bridge Debt, any Collateral in the possession or under the control of Initial Purchase Agent or any Initial Buyer shall be forthwith delivered to the Bridge Agent, except as otherwise may be required by applicable law or court order, subject in each case to the terms of this Agreement. (b) Until the Discharge of Bridge Debt has occurred, the Bridge Agent shall, subject to the terms of this Agreement, be entitled to deal with the Pledged Collateral in accordance with the terms of the ABL Agent, Bridge Purchase Documents as if the ABL Secured Parties, Liens of Initial Purchase Agent under the Term Agent, or the Term Secured Parties, as applicable, Initial Purchase Documents did not exist. (c) Each Buyer Party shall have any no obligation whatsoever to the others other Buyer Parties to assure that the Pledged Collateral is genuine or owned by any of the Borrower, any Guarantor, or any other Person Grantors or to preserve rights or benefits of any PersonPerson except as expressly set forth in this Section 5.4. The duties or responsibilities of the ABL Agent and the Term Agent each Buyer Party under this Section 3.2 are and 5.4 shall be limited solely to holding or maintaining control the Pledged Collateral as bailee and agent for and on behalf of the Control Collateral as gratuitous bailee for the other Party Buyer Parties for purposes of perfecting the Lien held by such other Buyer Parties. (d) Each Buyer Party shall not have by reason of the Term Agent Bridge Purchase Documents, the Initial Purchase Documents or this Agreement or any other document a fiduciary relationship in respect of the ABL Agent, as applicable. The ABL Agent is not other Buyer Parties and shall not be deemed to be a fiduciary of have any kind for the Term Secured Parties or any other Person. Without limiting the generality of the foregoing, the ABL Secured Parties shall not be obligated to see liability to the application of any Proceeds of other Buyer Parties in connection with its holding the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured PartiesPledged Collateral, 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 for its gross negligence or willful misconduct as determined by a final, non-appealable order of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items court 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 Agreementcompetent jurisdiction.

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

Agent for Perfection. The ABL (a) Each Agent, for and on behalf of itself and each ABL the Secured PartyParties represented thereby, and the Term Agent, for and on behalf of itself and each Term Secured Party, as applicable, each agree agrees to hold all Cash Collateral and Control 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 therefor) for either) the benefit of, on behalf of and as gratuitous bailee agent for the other Secured Parties solely for the purpose of perfecting the security interest granted to each other Agent or Secured Party in such Cash Collateral and Control Collateral, subject to the terms and conditions of this Section 3.2. None of the ABL Agent, the ABL Secured Parties, the Term Agent, or the Term Secured Parties, as applicable, Such Agent shall not have any obligation whatsoever to the others other Secured Parties to assure that the such Cash Collateral and Control Collateral is genuine or owned by the Borrower, any Guarantor, Credit Party or any other Person or to preserve rights or benefits of any PersonPerson therein. The duties or responsibilities of the ABL Agent and the Term such Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the such Cash Collateral and Control Collateral as gratuitous bailee agent for the other Party Parties for purposes of perfecting the Lien held by the Term Agent or the ABL Agent, as applicableSecured Parties. The ABL Such Agent is not and shall not be deemed to be a fiduciary of any kind for the Term any Secured Parties Party or any other Person. Without limiting Each Credit Party shall deliver all Control Collateral when required to be delivered pursuant to the generality Credit Documents to (x) until the Discharge of the foregoingSenior Priority Obligations, the ABL Senior Priority Representative and (y) thereafter, the Junior Priority Representative. (b) In the event that any Secured Parties shall not be obligated to see to the application of Party receives any Collateral or Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the misapplication thereof. The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Secured Parties, or any other Person. Without limiting the generality violation of the foregoingterms of this Agreement, then such Secured Party shall promptly pay over such Proceeds or Collateral to (x) until the Discharge of Senior Priority Obligations, the Term Secured Parties shall not be obligated to see to Senior Priority Representative, in the same form as received with any necessary endorsements, for 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 accordance with respect to ABL Priority Collateral that may be perfected through the filing of a UCC financing statement, the ABL Agent’s Liens may be perfected on certain items of ABL Priority Collateral with respect to which the Term Agent’s Liens would not be perfected but for the provisions of this Section 3.24.1, and (y) thereafter, the Term AgentJunior Priority Representative, on behalf in the same form as received with any necessary endorsements, for application in accordance with the provisions of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this AgreementSection 4.1.