Common use of Agent for Perfection Clause in Contracts

Agent for Perfection. (a) The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), for and on behalf of itself and each ABL Secured Party, the First Lien Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), for and on behalf of itself and each First Lien Term Loan Secured Party, the Second Lien Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), for and on behalf of itself and each Second Lien Term Loan Secured Party, and any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable), for and on behalf of itself and each Additional Term Secured Party represented thereby, as applicable, each agree to hold all Control Collateral and Cash Collateral that is part of the Collateral in their respective possession, custody, or control (or in the possession, custody, or control of agents or bailees for either) as non-fiduciary, gratuitous bailee and agent for the benefit of each other (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code) solely for the purpose of perfecting the security interest granted to each in such Control Collateral or Cash Collateral, subject to the terms and conditions of this Section 3.2. Without limiting the foregoing, with respect to any Deposit Accounts subject to control agreements in favor of the ABL Agent, the ABL Agent agrees to also hold control granted thereunder as gratuitous agent for the First Lien Term Loan Agent, the Second Lien Term Loan Agent and any Additional Term Agent and acknowledges that it has control over such Deposit Accounts on behalf of the First Lien Term Loan Agent, the Second Lien Term Loan Agent and any Additional Term Agent (such acknowledgment being intended, among other things, to satisfy the requirements of Section 9-104(a)(5) of the Uniform Commercial Code) subject to the terms and conditions of this Section 3.2. Each of the ABL Agent, the First Lien Term Loan Agent, the Second Lien Term Loan Agent and any Additional Term Agent hereby accepts such appointments pursuant to this Section 3.2(a) and acknowledges and agrees that it shall hold and control, as applicable, the Control Collateral for the benefit of the other Secured Parties with respect to any Control Collateral and that any proceeds received thereby under any Control Collateral shall be applied in accordance with Section 4. For purposes of this Section 3.2, “control” shall be deemed to also be defined as set forth in the Uniform Commercial Code. None of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), the ABL Secured Parties, the First Lien Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), the First Lien Term Loan Secured Parties, the Second Lien Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), the Second Lien Term Loan Secured Parties, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable), or any Additional Term Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Control Collateral or the Cash Collateral is genuine or owned by any Borrower, any Guarantor, or any other Person or to preserve rights or benefits of any Person. (b) The duties or responsibilities of the ABL Agent, the First Lien Term Loan Agent, the Second Lien Term Loan Agent and any Additional Term Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral and the Cash Collateral as agent for the other Parties for purposes of perfecting the Lien held by the First Lien Term Loan Agent, the Second Lien Term Loan Agent, the ABL Agent or any Additional Term Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the First Lien Term Loan Agent, the First Lien Term Loan Secured Parties, the Second Lien Term Loan Agent, the Second Lien Term Loan Secured Parties, any Additional Term Agent, any Additional Term Secured Parties, or any other Person. The First Lien Term Loan Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Agent, the ABL Secured Parties, the Second Lien Term Loan Agent, the Second Lien Term Loan Secured Parties, any Additional Term Agent, any Additional Term Secured Parties, or any other Person. The Second Lien Term Loan Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Agent, the ABL Secured Parties, the First Lien Term Loan Agent, the First Lien Term Loan Secured Parties, any Additional Term Agent, any Additional Term Secured Parties, or any other Person. Any Additional Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Agent, the ABL Secured Parties, the First Lien Term Loan Agent, the First Lien Term Loan Secured Parties, the Second Lien Term Loan Agent, the Second Lien Term Loan Secured Parties, any other Additional Term Agent or any Additional Term Secured Parties represented by any other Additional Term Agent, or any other Person. In the event that (a) the First Lien Term Loan Agent or any First Lien Term Loan Secured Party receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, (b) the Second Lien Term Loan Agent or any Second Lien Term Loan Secured Party receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, (c) the ABL Agent or any ABL Secured Party receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, or (d) any Additional Term Agent or any Additional Term Secured Party receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, then the First Lien Term Loan Agent, such First Lien Term Loan Secured Party, the Second Lien Term Loan Agent, such Second Lien Term Loan Secured Party, the ABL Agent, such ABL Secured Party, such Additional Term Agent, or such Additional Term Secured Party, as applicable, shall promptly pay over such Proceeds or Collateral to (i) in the case of ABL Priority Collateral or Proceeds thereof, the ABL Collateral Representative, or (ii) in the case of Term Loan Priority Collateral or Proceeds thereof, the Term Loan Collateral Representative, in each case, in the same form as received with any necessary endorsements, for application in accordance with the provisions of Section 4.1 of this Agreement. Each Credit Party shall deliver all Control Collateral and all Cash Collateral required to be delivered pursuant to the Credit Documents (i) in the case of ABL Priority Collateral or Proceeds thereof, to the ABL Collateral Representative, or (ii) in the case of Term Loan Priority Collateral or Proceeds thereof, to the Term Loan Collateral Representative.

Agent for Perfection. (a) The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), for and on behalf of itself and each ABL Secured Party, the First Lien [Term Loan Loan] Agent (including in its capacity as [Term Loan Loan] Collateral Representative, if applicable), for and on behalf of itself and each First Lien [Term Loan Loan] Secured Party, the Second Lien Term Loan and each Additional [Term] Agent (including in its capacity as [Term Loan Collateral Representative, if applicable), for and on behalf of itself and each Second Lien Term Loan Secured Party, and any Additional Term Agent (including in its capacity as Term Loan Loan] Collateral Representative, if applicable), for and on behalf of itself and each Additional Term [Term] Secured Party represented thereby, as applicable, each agree to hold all Control Collateral and Cash Collateral that is part of the Collateral in their respective possession, custody, or control (or in the possession, custody, or control of agents or bailees for either) as non-fiduciary, gratuitous bailee and agent for the benefit of each other (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code) solely for the purpose of perfecting the security interest granted to each in such Control Collateral or Cash Collateral, subject to the terms and conditions of this Section 3.2. Without limiting the foregoing, with respect to any Deposit Accounts subject to control agreements in favor of the ABL Agent, the ABL Agent agrees to also hold control granted thereunder as gratuitous agent for the First Lien [Term Loan Agent, the Second Lien Term Loan Loan] Agent and any Additional Term [Term] Agent and acknowledges that it has control over such Deposit Accounts on behalf of the First Lien [Term Loan Agent, the Second Lien Term Loan Loan] Agent and any Additional Term [Term] Agent (such acknowledgment being intended, among other things, to satisfy the requirements of Section 9-104(a)(5) of the Uniform Commercial Code) subject to the terms and conditions of this Section 3.2. Each of the ABL Agent, the First Lien [Term Loan Agent, the Second Lien Term Loan Loan] Agent and any each Additional Term [Term] Agent hereby accepts such appointments pursuant to this Section 3.2(a) 3.2 and acknowledges and agrees that it shall hold and control, as applicable, the Control Collateral for the benefit of the other Secured Parties with respect to any Control Collateral and that any proceeds received thereby under any Control Collateral shall be applied in accordance with Section 4. For purposes of this Section 3.2, “control” shall be deemed to also be defined as set forth in the Uniform Commercial Code. . (b) None of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), the ABL Secured Parties, the First Lien [Term Loan Loan] Agent (including in its capacity as [Term Loan Loan] Collateral Representative, if applicable), the First Lien [Term Loan Loan] Secured Parties, the Second Lien Term Loan any Additional [Term] Agent (including in its capacity as [Term Loan Collateral Representative, if applicable), the Second Lien Term Loan Secured Parties, any Additional Term Agent (including in its capacity as Term Loan Loan] Collateral Representative, if applicable), or any Additional Term [Term] Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Control Collateral or the Cash Collateral is genuine or owned by any Borrower, any Guarantor, or any other Person or to preserve rights or benefits of any Person. (b) . The duties or responsibilities of the ABL Agent, the First Lien [Term Loan Agent, the Second Lien Term Loan Loan] Agent and any Additional Term [Term] Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral and the Cash Collateral as agent for the other Parties for purposes of perfecting the Lien held by the First Lien [Term Loan Agent, the Second Lien Term Loan Loan] Agent, the ABL Agent or any such Additional Term [Term] Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the First Lien [Term Loan Loan] Agent, the First Lien [Term Loan Secured Parties, the Second Lien Term Loan Agent, the Second Lien Term Loan Loan] Secured Parties, any Additional Term [Term] Agent, any Additional Term [Term] Secured Parties, or any other Person. The First Lien [Term Loan Loan] Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Agent, the ABL Secured Parties, any Additional [Term] Agent, any Additional [Term] Secured Parties, or any other Person. Any Additional [Term] Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Agent, the ABL Secured Parties, the Second Lien [Term Loan Loan] Agent, the Second Lien [Term Loan Secured Parties, any Additional Term Agent, any Additional Term Secured Parties, or any other Person. The Second Lien Term Loan Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Agent, the ABL Secured Parties, the First Lien Term Loan Agent, the First Lien Term Loan Secured Parties, any Additional Term Agent, any Additional Term Secured Parties, or any other Person. Any Additional Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Agent, the ABL Secured Parties, the First Lien Term Loan Agent, the First Lien Term Loan Secured Parties, the Second Lien Term Loan Agent, the Second Lien Term Loan Loan] Secured Parties, any other Additional Term [Term] Agent or any Additional Term [Term] Secured Parties represented by any other Additional Term [Term] Agent, or any other Person. . (c) In the event that (ai) the First Lien [Term Loan Loan] Agent or any First Lien [Term Loan Loan] Secured Party receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, (b) the Second Lien Term Loan Agent or any Second Lien Term Loan Secured Party receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, (cii) the ABL Agent or any ABL Secured Party receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, or (diii) any Additional Term [Term] Agent or any Additional Term [Term] Secured Party receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, then the First Lien [Term Loan Loan] Agent, such First Lien [Term Loan Secured Party, the Second Lien Term Loan Agent, such Second Lien Term Loan Loan] Secured Party, the ABL Agent, such ABL Secured Party, such Additional Term [Term] Agent, or such Additional Term [Term] Secured Party, as applicable, shall promptly pay over such Proceeds or Collateral to (ix) in the case of ABL Priority Collateral or Proceeds thereof, the ABL Collateral Representative, or (iiy) in the case of [Term Loan Loan] Priority Collateral or Proceeds thereof, the [Term Loan Loan] Collateral Representative, in each case, in the same form as received with any necessary endorsements, for application in accordance with the provisions of Section 4.1 of this Agreement. . (d) Each Credit Party shall deliver all Control Collateral and all Cash Collateral required to be delivered pursuant to the Credit Documents (i) in the case of ABL Priority Collateral or Proceeds thereof, to the ABL Collateral Representative, or (ii) in the case of [Term Loan Loan] Priority Collateral or Proceeds thereof, to the [Term Loan Loan] Collateral Representative.

Agent for Perfection. (a) The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), for and on behalf of itself and each ABL Secured Party, the First Lien Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), for and on behalf of itself and each First Lien Term Loan Secured Party, the Second Lien Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), for and on behalf of itself and each Second Lien Term Loan Secured Party, and any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable), for and on behalf of itself and each Additional Term Secured Party represented thereby, as applicable, each agree agrees to hold all or control that part of the Control Collateral and Cash Collateral that is part of the Collateral in their respective possession, custody, its possession or control (or in the possession, custody, possession or control of its agents or bailees for eitherbailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC or other applicable law, as non-fiduciary, gratuitous bailee and as a non-fiduciary agent for the Notes Agent (for the benefit of each other the Notes Secured Parties) (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3301(a)(2), 89-301(a)(2) 313(c), 9104, 9-105, 9-106, and 9-313(c) 107 of the Uniform Commercial Code) UCC), solely for the purpose of perfecting the security interest granted to each in such Control under the Notes Collateral or Cash CollateralDocuments, as applicable, subject to the terms and conditions of this Section 3.2. Without limiting For the foregoing, with respect to any Deposit Accounts subject to control agreements in favor avoidance of the ABL Agentdoubt, the ABL Agent agrees and Notes Agent acknowledge and agree that, as of the date hereof, the ABL Agent has certain stock certificates and transfer powers in its possession that cannot be delivered to also the Notes Agent because of the COVID-19 pandemic, which the ABL Agent shall continue to hold control granted thereunder in its possession as gratuitous bailee and as a non-fiduciary agent for the First Lien Term Loan Agent, the Second Lien Term Loan Notes Agent and any Additional Term shall deliver to the Notes Agent and acknowledges when the ABL Agent determines that it has can safely access such certificates and transfer powers. The Notes Agent agrees to hold or control over such Deposit Accounts on behalf that part of the First Control Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien Term Loan Agentthereon under the UCC or other applicable law, as gratuitous bailee and as a non-fiduciary agent for the Second Lien Term Loan Agent and any Additional Term ABL Agent (for the benefit of the ABL Secured Parties) (such acknowledgment bailment and agency being intended, among other things, to satisfy the requirements of Section Sections 8-301(a)(2), 9-104(a)(5) 313(c), 9104, 9-105, 9-106, and 9-107 of the Uniform Commercial Code) UCC), solely for the purpose of perfecting the security interest granted under the ABL Collateral Documents subject to the terms and conditions of this Section 3.2. The ABL Agent hereby appoints the Notes Agent as its gratuitous bailee for the purposes of perfecting the security interest granted under the ABL Collateral Documents in all Control Collateral in which such Notes Agent has a perfected security interest under the UCC. The Notes Agent hereby appoints the ABL Agent as its gratuitous bailee for the purposes of perfecting the security interest granted under the Notes Collateral Documents in all Control Collateral in which such ABL Agent has a perfected security interest under the UCC. Each of the ABL Agent, the First Lien Term Loan Agent, the Second Lien Term Loan Agent and any Additional Term the Notes Agent hereby accepts such appointments pursuant to this Section 3.2(a) 3.2 and acknowledges and agrees that it shall hold and control, as applicable, the Control Collateral act for the benefit of the other Secured Parties with respect to any Control Collateral and that any proceeds received thereby by such ABL Agent or such Notes Agent, as the case may be, under any Control Collateral shall be applied in accordance with Section 42. For purposes In furtherance of this Section 3.2the foregoing, “control” shall be deemed to also be defined as set forth each Credit Party hereby grants a security interest in the Uniform Commercial CodeControl Collateral to (x) the ABL Agent for the benefit of the ABL Secured Parties and the Notes Secured Parties and (y) the Notes Agent for the benefit of the Notes Secured Parties and the ABL Secured Parties. None Unless and until the Discharge of ABL Obligations has occurred, the Notes Agent agrees to promptly notify the ABL Agent of any Control Collateral constituting ABL Priority Collateral held by it or actually known by it to be held by any other Notes Secured Parties, and, immediately upon the request of the ABL Agent (including in its capacity as at any time prior to the Discharge of ABL Collateral Representative, if applicable)Obligations, the Notes Agent agrees to deliver to the ABL Agent any such Control Collateral held by it or by any Notes Secured Parties, together with any necessary endorsements (or otherwise allow the ABL Agent to obtain control of such Control Collateral). Unless and until the Discharge of Notes Obligations has occurred, the ABL Agent agrees to promptly notify the Notes Agent of any Control Collateral constituting Notes Priority Collateral held by it or actually known by it to be held by any other ABL Secured Parties, and, immediately upon the First Lien Term Loan request of the Notes Agent (including in its capacity as Term Loan Collateral Representative, if applicable), the First Lien Term Loan Secured Parties, the Second Lien Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), the Second Lien Term Loan Secured Parties, at any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable), or any Additional Term Secured Parties, as applicable, shall have any obligation whatsoever time prior to the others Discharge of Notes Obligations, such ABL Agent agrees to assure that deliver to the Notes Agent any such Control Collateral held by it or the Cash Collateral is genuine or owned by any BorrowerABL Obligations, together with any Guarantor, necessary endorsements (or any other Person or otherwise allow the Notes Agent to preserve rights or benefits obtain control of any Person. (b) such Control Collateral). The duties or responsibilities of the ABL Agent, the First Lien Term Loan Agent, the Second Lien Term Loan Agent and any Additional Term the Notes Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral and the Cash Collateral as agent for the other Parties Party for purposes of perfecting the Lien held by the First Lien Term Loan Agent, the Second Lien Term Loan Agent, Notes Agent or the ABL Agent or any Additional Term Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the First Lien Term Loan Notes Agent, the First Lien Term Loan Secured Parties, the Second Lien Term Loan Agent, the Second Lien Term Loan Secured Parties, any Additional Term Agent, any Additional Term Notes Secured Parties, or any other Person. The First Lien Term Loan Notes Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Agent, the ABL Secured Parties, the Second Lien Term Loan Agent, the Second Lien Term Loan Secured Parties, any Additional Term Agent, any Additional Term Secured Parties, or any other Person. The Second Lien Term Loan Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Agent, the ABL Secured Parties, the First Lien Term Loan Agent, the First Lien Term Loan Secured Parties, any Additional Term Agent, any Additional Term Secured Parties, or any other Person. Any Additional Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Agent, the ABL Secured Parties, the First Lien Term Loan Agent, the First Lien Term Loan Secured Parties, the Second Lien Term Loan Agent, the Second Lien Term Loan Secured Parties, any other Additional Term Agent or any Additional Term Secured Parties represented by any other Additional Term Agent, or any other Person. In the event that (a) the First Lien Term Loan Notes Agent or any First Lien Term Loan Notes Secured Party receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, or (b) the Second Lien Term Loan Agent or any Second Lien Term Loan Secured Party receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, (c) the ABL Agent or any ABL Secured Party receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, or (d) any Additional Term Agent or any Additional Term Secured Party receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, then the First Lien Term Loan such Notes Agent, such First Lien Term Loan Secured Party, the Second Lien Term Loan Agent, such Second Lien Term Loan Notes Secured Party, the ABL Agent, or such ABL Secured Party, such Additional Term Agent, or such Additional Term Secured Party, as applicable, shall promptly pay over such Proceeds or Collateral to (i) in the case of ABL Priority Collateral or Proceeds thereofclause (a), the ABL Collateral RepresentativeAgent, or (ii) in the case of Term Loan Priority Collateral or Proceeds thereofclause (b), the Term Loan Collateral RepresentativeNotes Agent, in each case, in the same form as received with any necessary endorsements, for application in accordance with the provisions of Section 4.1 of this Agreement. Each Credit Party shall deliver all Control Collateral and all Cash Collateral required to be delivered pursuant to the Credit Documents (i) in the case of ABL Priority Collateral or Proceeds thereof, to the ABL Collateral Representative, or (ii) in the case of Term Loan Priority Collateral or Proceeds thereof, to the Term Loan Collateral Representative.

Agent for Perfection. (a) The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable)Agent, for and on behalf of itself and each ABL Secured Party, and the First Lien Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable)Agent, for and on behalf of itself and each First Lien Term Loan Secured Party, the Second Lien Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), for and on behalf of itself and each Second Lien Term Loan Secured Party, and any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable), for and on behalf of itself and each Additional Term Secured Party represented thereby, as applicable, each agree to hold all Control Collateral and Cash Collateral that is part of the Collateral in their respective 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 non-fiduciary, gratuitous bailee and agent for the benefit of each other (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code) solely for the purpose of perfecting the security interest granted to each in such Control Collateral or Cash Collateral, subject to the terms and conditions of this Section 3.2. Without limiting the foregoing, Solely with respect to any Deposit Accounts subject to Control Collateral under the control agreements in favor (within the meaning of Section 9-104 of the UCC) of the ABL Agent or the Term Agent, the ABL Agent and the Term Agent, respectively, agrees to also hold control granted thereunder over such Control Collateral as gratuitous agent for the First Lien Term Loan AgentSecured Parties and the ABL Secured Parties, the Second Lien Term Loan Agent and any Additional Term Agent and acknowledges that it has control over such Deposit Accounts on behalf of the First Lien Term Loan Agent, the Second Lien Term Loan Agent and any Additional Term Agent (such acknowledgment being intended, among other things, to satisfy the requirements of Section 9-104(a)(5) of the Uniform Commercial Code) subject to the terms and conditions of this Section 3.2. Each In furtherance of the foregoing, each Credit Party hereby grants a security interest in the Control Collateral of such Credit Party to (x) the ABL Agent for the benefit of the Term Secured Parties (and the ABL Agent agrees that it will hold such Lien (subject to the limitations contained herein) for the benefit of the Term Secured Parties, but in any event no Term Secured Party shall become an ABL Secured Party by virtue of such grant to or agreement of the ABL Agent, the First Lien Term Loan Agent, the Second Lien Term Loan Agent and any Additional Term Agent hereby accepts such appointments pursuant to this Section 3.2(a) and acknowledges and agrees that it shall hold and control, as applicable, the Control Collateral shall remain subject to the Lien Priority as if such security interest were not granted to the ABL Agent for the benefit of the other Term Secured Parties with respect and the ABL Agent shall have no obligation or liability whatsoever to any Control Collateral of the Term Secured Parties by virtue of such grant to or agreement of the ABL Agent) and (y) the Term Agent for the benefit of the ABL Secured Parties (and the Term Agent agrees that it will hold such Lien (subject to the limitations contained herein) for the benefit of the ABL Secured Parties, but in any proceeds received thereby under any event no ABL Secured Party shall become a Term Secured Party by virtue of such grant to or agreement of the Term Agent, the Control Collateral shall be applied in accordance with Section 4. For purposes remain subject to the Lien Priority as if such security interest were not granted to the Term Agent for the benefit of this Section 3.2, “control” the ABL Secured Parties and the Term Agent shall be deemed have no obligation or liability whatsoever to also be defined as set forth in any of the Uniform Commercial CodeABL Secured Parties by virtue of such grant to or agreement of the ABL Agent). None of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable)Agent, the ABL Secured Parties, the First Lien Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), the First Lien Term Loan Secured Parties, the Second Lien Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), the Second Lien Term Loan Secured Parties, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable)Agent, or any Additional the Term Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Control Collateral or the Cash Collateral is genuine or owned by any Borrower, any Guarantor, or any other Person or to preserve rights or benefits of any Person. (b) . The duties or responsibilities of the ABL Agent, the First Lien Term Loan Agent, the Second Lien Term Loan Agent and any Additional the Term Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral and the Cash Collateral as agent gratuitous bailee for the other Parties Party for purposes of perfecting the Lien held by the First Lien Term Loan Agent, the Second Lien Term Loan Agent, Agent or the ABL Agent or any Additional Term Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the First Lien Term Loan Agent, the First Lien Term Loan Secured Parties, the Second Lien Term Loan Agent, the Second Lien Term Loan Secured Parties, any Additional Term Agent, any Additional Term Secured Parties, Parties or any other Person. The First Lien Term Loan Agent is not and shall not be deemed to be a fiduciary Without limiting the generality of any kind for the ABL Agentforegoing, except as expressly provided herein, the ABL Secured Parties, the Second Lien Term Loan Agent, the Second Lien Term Loan Secured Parties, any Additional Term Agent, any Additional Term Secured Parties, or any other Person. The Second Lien Term Loan Agent is not and Parties shall not be deemed obligated to be a fiduciary see to the application of any kind Proceeds of the Term Priority Collateral deposited into any Deposit Account or be answerable in any way for the ABL Agent, the ABL Secured Parties, the First Lien Term Loan Agent, the First Lien Term Loan Secured Parties, any Additional Term Agent, any Additional Term Secured Parties, or any other Personmisapplication thereof. Any Additional The Term Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Agent, the ABL Secured Parties, the First Lien Term Loan Agent, the First Lien Term Loan Secured Parties, the Second Lien Term Loan Agent, the Second Lien Term Loan Secured Parties, any other Additional Term Agent or any Additional Term Secured Parties represented by any other Additional Term Agent, or any other Person. In Without limiting the event that (a) generality of the First Lien foregoing, except as expressly provided herein, the Term Loan Agent or Secured Parties shall not be obligated to see to the application of any First Lien Term Loan Secured Party receives any Collateral or Proceeds of the ABL Priority Collateral deposited into any Deposit Account or be answerable in violation any way for the misapplication thereof. In addition, the Term Agent, on behalf of the terms of this Agreement, (b) the Second Lien Term Loan Agent or any Second Lien Term Loan Secured Party receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, (c) the ABL Agent or any ABL Secured Party receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, or (d) any Additional Term Agent or any Additional Term Secured Party receives any Parties, hereby agrees and acknowledges that other than with respect to ABL Priority Collateral or Proceeds that may be perfected through the filing of the Collateral in violation of the terms of this Agreement, then the First Lien Term Loan Agent, such First Lien Term Loan Secured Party, the Second Lien Term Loan Agent, such Second Lien Term Loan Secured Partya UCC financing statement, the ABL Agent, such ABL Secured Party, such Additional Term Agent, or such Additional Term Secured Party, as applicable, shall promptly pay over such Proceeds or Collateral to (i) in the case ’s Liens may be perfected on certain items of ABL Priority Collateral or Proceeds thereof, the ABL Collateral Representative, or (ii) in the case of Term Loan Priority Collateral or Proceeds thereof, with respect to which the Term Loan Collateral Representative, in each case, 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 Term Agent, on behalf of the Term Secured Parties, hereby further agrees that the foregoing described in this sentence shall not be deemed a breach of this Agreement. Each Credit Party shall deliver all Control Collateral and all Cash Collateral required to be delivered pursuant to the Credit Documents (i) in the case of ABL Priority Collateral or Proceeds thereof, to the ABL Collateral Representative, or (ii) in the case of Term Loan Priority Collateral or Proceeds thereof, to the Term Loan Collateral Representative.