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.

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 at any time prior to the Discharge of ABL 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 (including in its capacity 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 request of the Notes Agent at any time prior to the Discharge of Notes Obligations, such ABL Agent agrees to deliver to the Notes Agent any such Control Collateral held by it or by any ABL Obligations, together with any necessary endorsements (or otherwise allow the Notes Agent to obtain control of such Control Collateral). The duties or responsibilities of the ABL Agent and the Notes Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral as agent for the other Party for purposes of perfecting the Lien held by the Notes Agent or the ABL Collateral RepresentativeAgent, if as applicable). The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Notes Agent, the Notes Secured Parties, or any other Person. The Notes Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Agent, the ABL Secured Parties, or any other Person. In the First Lien Term Loan event that (a) the Notes Agent or any Notes Secured Party receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, or (including b) the ABL Agent or any ABL Secured Party receives any Collateral or Proceeds of the Collateral in its capacity as Term Loan Collateral Representativeviolation of the terms of this Agreement, if applicable)then such Notes Agent, such Notes Secured Party, 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)ABL Agent, or any Additional Term such ABL Secured PartiesParty, as applicable, shall have any obligation whatsoever promptly pay over such Proceeds or Collateral to (i) in the others to assure that case of clause (a), the Control Collateral or the Cash Collateral is genuine or owned by any Borrower, any GuarantorABL Agent, or (ii) in the case of clause (b), the Notes Agent, in each case, in the same form as received with any other Person or to preserve rights or benefits necessary endorsements, for application in accordance with the provisions of any PersonSection 4.1 of this Agreement.

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. 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.