Common use of Agreements Regarding Actions to Perfect Liens Clause in Contracts

Agreements Regarding Actions to Perfect Liens. Each of the ABL Agent and the Indenture Agent hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the ABL Security Documents or the Indenture Collateral Documents, as applicable, such possession or control is also for the benefit of the Indenture Agent and the other Indenture Secured Parties or the ABL Agent and the other ABL Secured Parties, as applicable, solely to the extent required to perfect their security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the ABL Agent or the Indenture Agent (or any third party acting on either such Person’s behalf) with respect to such Common Collateral or provide the Indenture Agent or any other Indenture Secured Party or the ABL Agent or any other ABL Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those expressly specified in this Agreement, provided that (i) subsequent to the occurrence of the ABL Obligations Payment Date (if the Indenture Obligations Payment Date has not occurred), the ABL Agent shall (A) deliver to the Indenture Agent, at the Company’s sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the Indenture Documents or (B) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs, and (ii) subsequent to the occurrence of the Indenture Obligations Payment Date (if the ABL Obligations Payment Date has not occurred), the Indenture Agent shall (A) deliver to the ABL Agent, at the Company’s sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Documents or (B) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; and provided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL Secured Parties and the Indenture Secured Parties and shall not impose on the ABL Secured Parties or the Indenture Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) Each of the ABL Agent Credit Agreement Representatives, the Secured Counterparties, and the Indenture Agent Sowood hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial CodeUCC) over Common Collateral pursuant to the ABL any Security Documents or the Indenture Collateral Documents, as applicableDocument, such possession or control is also for the benefit of the Indenture Agent each of each Credit Agreement Representative, each Secured Counterparty, and the other Indenture Secured Parties or the ABL Agent and the other ABL Secured Parties, as applicable, Sowood solely to the extent required to perfect their security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the ABL Agent any Credit Agreement Representative, any Secured Counterparty, or the Indenture Agent Sowood (or any third party acting on either such Person’s its behalf) with respect to such Common Collateral or provide the Indenture Agent any Credit Agreement Representative, any Secured Counterparty, or any other Indenture Secured Party or the ABL Agent or any other ABL Secured Party, as applicable, Sowood with any rights with respect to such Common Collateral beyond those expressly specified in this Agreement, provided that Agreement or the Security Documents. (i) subsequent to After the occurrence of the ABL a Credit Agreement Obligations Payment Date Date, the applicable Credit Agreement Representative shall (A)(1) if the Indenture Credit Agreement Obligations Payment Date has not occurred)occurred for any other Credit Agreement Obligations, the ABL Agent shall (A) deliver to the Indenture Agentany other Credit Agreement Representative, at the CompanyBorrower’s sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by such Credit Agreement Representative’s Credit Agreement Documents, (2) if the Credit Agreement Obligations Payment Date has occurred for all Credit Agreement Obligations and a Secured Counterparty Obligations Payment Date has not occurred for any Secured Counterparty, deliver to any Secured Counterparty, at the Borrower’s sole cost and expense, the Collateral in its possession or control together with any necessary endorsements to the extent required by such Secured Counterparty’s Secured Counterparty Documents, and (3) if the Secured Counterparty Obligations Payment Date has occurred for all Secured Counterparty Obligations and the Credit Agreement Obligations Payment Date has occurred for all Credit Agreement Obligations, deliver to Sowood, at the Borrower’s sole cost and expense, the Collateral in its possession or control together with any necessary endorsements to the extent required by the Indenture Sowood Documents or (B) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs, and . (ii) subsequent to After the occurrence of the Indenture a Secured Counterparty Obligations Payment Date Date, the applicable Secured Counterparty shall (A)(1) if the ABL Secured Counterparty Obligations Payment Date has not occurred)occurred for any other Secured Counterparty Obligations, the Indenture Agent shall (A) deliver to the ABL Agentother Secured Counterparty, at the CompanyBorrower’s sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL such Secured Counterparty’s Secured Counterparty Documents, (2) if the Secured Counterparty Obligations Payment Date has occurred for all Secured Counterparties and a Credit Agreement Obligations Payment Date has not occurred for any Credit Agreement Secured Party, deliver to any Credit Agreement Representative, at the Borrower’s sole cost and expense, the Collateral in its possession or control together with any necessary endorsements to the extent required by the such Credit Agreement Representative’s Credit Agreement Documents, and (3) if the Secured Counterparty Obligations Payment Date has occurred for all Secured Counterparty Obligations and the Credit Agreement Obligations Payment Date has occurred for all Credit Agreement Obligations, deliver to Sowood, at the Borrower’s sole cost and expense, the Collateral in its possession or control together with any necessary endorsements to the extent required by the Sowood Documents or (B) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; and provided, further, that . (iii) After the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL Secured Parties and the Indenture Secured Parties and shall not impose on the ABL Secured Parties or the Indenture Secured Parties any obligations in respect occurrence of the disposition of Sowood Obligations Payment Date, Sowood shall (A)(1) if a Credit Agreement Obligations Payment Date has not occurred for any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Credit Agreement Secured Party, deliver to Credit Agreement Representative, at the Borrower’s sole cost and expense, the Collateral in its possession or control together with any necessary endorsements to the extent required by such Credit Agreement Representative’s Credit Agreement Documents and (2) if a Credit Agreement Obligations Payment Date has occurred for all Credit Agreement Secured Parties, deliver to any Secured Counterparty, at the Borrower’s sole cost and expense, the Collateral in its possession or control together with any necessary endorsements to the extent required by such Secured Counterparty’s Secured Counterparty Documents or (B) direct and deliver such Collateral as a court of competent jurisdiction otherwise directs.

Agreements Regarding Actions to Perfect Liens. Each (a) The Second Lien Agent on behalf of itself and the other Second Lien Secured Parties agrees that UCC-1 financing statements, mortgages, patent, trademark or copyright filings or other filings or recordings filed or recorded by or on behalf of the ABL Second Lien Agent and shall be in form satisfactory to the Indenture First Lien Agent. (b) The Collateral Agent hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial CodeUCC) over Common Collateral pursuant to the ABL First Lien Security Documents or the Indenture Collateral Documents, as applicable, such possession or control is also for the benefit of the Indenture Second Lien Agent and the other Indenture Second Lien Secured Parties or the ABL Agent and the other ABL Secured Parties, as applicable, solely to the extent required to perfect for purposes of perfecting their security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the ABL Agent or the Indenture Collateral Agent (or any third party acting on either such Person’s its behalf) with respect to such Common Collateral or provide the Indenture Second Lien Agent or any other Indenture Second Lien Secured Party or the ABL Agent or any other ABL Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those expressly specified in this Agreement, Agreement and the Second Lien Security Documents; provided that (i) subsequent to the occurrence of the ABL First Lien Obligations Payment Date (if the Indenture Obligations Payment Date has not occurred)Date, the ABL Collateral Agent shall promptly deliver written notice of the occurrence of same to Second Lien Agent and shall (Ax) deliver to the Indenture Second Lien Agent, at the Company’s Borrower's sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the Indenture Documents Second Lien Documents, and shall deliver to Borrower written notice of such action, or (By) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs, and (ii) subsequent to the occurrence of the Indenture Obligations Payment Date (if the ABL Obligations Payment Date has not occurred), the Indenture Agent shall (A) deliver to the ABL Agent, at the Company’s sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Documents or (B) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; and provided, further, provided further that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL First Lien Secured Parties and the Indenture Second Lien Secured Parties Parties, and shall not impose on the ABL Secured Parties Collateral Agent or the Indenture First Lien Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. Each (a) The Second Lien Representative on behalf of itself and the Second Lien Secured Parties agrees that all mortgages and other real estate instruments (if any), UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by or on behalf of the ABL Agent Second Lien Representative or any Second Lien Secured Party shall be substantially identical in all material respects to the corresponding First Lien Collateral Documents or otherwise in form reasonably satisfactory to the First Lien Representative. (b) The First Lien Representative, on behalf of itself and the Indenture Agent First Lien Secured Parties, hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial CodeUCC) over Common Collateral pursuant to any of the ABL Security Documents or the Indenture First Lien Collateral Documents, as applicable, such possession or control is also for the benefit of the Indenture Agent Second Lien Representative and the other Indenture Second Lien Secured Parties or the ABL Agent and the other ABL Secured Parties, as applicable, solely to the extent required to perfect their security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the ABL Agent or the Indenture Agent any First Lien Secured Party (or any third party acting on either such Person’s its behalf) with respect to such Common Collateral or provide the Indenture Agent Second Lien Representative or any other Indenture Second Lien Secured Party or the ABL Agent or any other ABL Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those expressly specified in this AgreementAgreement and the Second Lien Collateral Documents, provided that upon the Payment in Full of the First Lien Obligations, the applicable First Lien Secured Party shall (i) subsequent to the occurrence of the ABL Obligations Payment Date (if the Indenture Obligations Payment Date has not occurred), the ABL Agent shall (A) deliver to the Indenture AgentSecond Lien Representative, at the Company’s sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the Indenture Second Lien Collateral Documents or (Bii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs, and (ii) subsequent to the occurrence of the Indenture Obligations Payment Date (if the ABL Obligations Payment Date has not occurred), the Indenture Agent shall (A) deliver to the ABL Agent, at the Company’s sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Documents or (B) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; and provided, further, provided further that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL First Lien Secured Parties and the Indenture Second Lien Secured Parties and shall not impose on the ABL Secured Parties or the Indenture First Lien Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a First Lien Secured Party or a Second Lien Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The ABL Representative agrees on behalf of itself and the other ABL Secured Parties that all mortgages, deeds of trust, deeds and similar instruments (collectively, “mortgages”) now or thereafter filed against Real Property in favor of or for the benefit of the ABL Representative shall contain the following notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar instrument now or hereafter granted to [__________], as [Term Loan] Representative, in accordance with the provisions of the Intercreditor Agreement dated as of [__________], as amended, restated, supplemented or otherwise modified from time to time.” (b) Each of the ABL Agent Representative and the Indenture Agent [Term Loan] Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the ABL Security Documents or the Indenture Collateral [Term Loan] Security Documents, as applicable, such possession or control is also for the benefit of the Indenture Agent [Term Loan] Representative and the other Indenture [Term Loan] Secured Parties or the ABL Agent Representative and the other ABL Secured Parties, as applicable, solely to the extent required to perfect their security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the ABL Agent Representative or the Indenture Agent [Term Loan] Representative (or any third party acting on either such Person’s behalf) with respect to such Common Collateral or provide the Indenture Agent or [Term Loan] Representative, any other Indenture [Term Loan] Secured Party or Party, the ABL Agent Representative or any other ABL Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those expressly specified in this Agreement, the ABL Security Documents and the [Term Loan] Security Documents, as applicable, provided that (i) subsequent to the occurrence of the ABL Obligations Payment Date (if so long as the Indenture [Term Loan] Obligations Payment Date has shall not have occurred), the ABL Agent Representative shall (Ai) deliver to the Indenture Agent[Term Loan] Representative, at the Company’s Loan Parties’ sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the Indenture [Term Loan] Documents or (Bii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided, and (ii) further, that subsequent to the occurrence of the Indenture [Term Loan] Obligations Payment Date (if so long as the ABL Obligations Payment Date has shall not have occurred), the Indenture Agent [Term Loan] Representative shall (Ai) deliver to the ABL AgentLoan Representative, at the Company’s Loan Parties’ sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Documents or (Bii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; and provided, further, that the . The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL Secured Parties and the Indenture [Term Loan] Secured Parties and shall not impose on the ABL Secured Parties or the Indenture [Term Loan] Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. Each (a) The Subordinated Lender on behalf of itself and the other Subordinated Creditors agrees that UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by or on behalf of the ABL Subordinated Lender shall be in form reasonably satisfactory to the Senior Agent and that if filed or recorded prior to the Indenture date hereof will be amended to a form reasonably satisfactory to the Senior Agent. (b) The Senior Agent hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “"control” " (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the ABL Senior Security Documents or the Indenture Collateral Documents, as applicable, such possession or control is also for the benefit of the Indenture Agent Subordinated Creditors and the other Indenture Secured Parties or Senior Agent is hereby appointed as agent for the ABL Agent and the other ABL Secured Parties, as applicable, Subordinated Creditors solely to the extent required to perfect their security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the ABL Agent or the Indenture Senior Agent (or any third party acting on either such Person’s its behalf) with respect to such Common Collateral or provide the Indenture Agent Subordinated Lender or any other Indenture Secured Party or the ABL Agent or any other ABL Secured Party, as applicable, Subordinated Creditor with any rights with respect to such Common Collateral beyond those expressly specified in this AgreementAgreement and the Subordinated Security Documents, provided that (i) subsequent to the occurrence of the ABL Senior Obligations Payment Date (if the Indenture Obligations Payment Date has not occurred)Repayment Date, the ABL Senior Agent shall promptly (Ax) deliver to the Indenture AgentSubordinated Lender, at the Company’s Borrowers’ sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the Indenture Subordinated Documents without recourse, representation or warranty or (By) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs, and (ii) subsequent to the occurrence of the Indenture Obligations Payment Date (if the ABL Obligations Payment Date has not occurred), the Indenture Agent shall (A) deliver to the ABL Agent, at the Company’s sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Documents or (B) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; and provided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL Secured Parties Senior Creditors and the Indenture Secured Parties Subordinated Creditors and shall not impose on the ABL Secured Parties Senior Creditors or the Indenture Secured Parties Subordinated Creditors any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party). The Borrowers and the Subordinated Creditors agree that to the extent any Common Collateral is held by any successor to the Senior Agent (including, without limitation, the Subordinated Lender or any subagent or trustee on its behalf) or by any third party acting on behalf of any such successor (any such party, a "Successor Collateral Agent"), such Successor Collateral Agent is hereby appointed as agent for the Subordinated Creditors solely to the extent required to perfect their security interest in such Common Collateral.

Agreements Regarding Actions to Perfect Liens. (a) The ABL Lender agrees that all mortgages, deeds of trust, deeds and similar instruments (collectively, “Mortgages”) now or thereafter filed against any Real Estate Asset in favor of or for the benefit of the ABL Lender shall contain the following notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar instrument now or hereafter granted to U.S. BANK NATIONAL ASSOCIATION, as Noteholder Agent, in accordance with the provisions of the Intercreditor Agreement dated as of November 6, 2014, as amended from time to time.” (b) Each of the ABL Agent Lender and the Indenture Noteholder Agent hereby acknowledges acknowledge that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the ABL Security Documents or the Indenture Collateral Security Documents, as applicable, such possession or control is also for the benefit of the Indenture Noteholder Agent and the other Indenture Secured Parties or the ABL Agent and the other ABL Secured PartiesLender, as applicable, solely to the extent required to perfect their security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the ABL Agent Lender or the Indenture Noteholder Agent (or any third party acting on either such Person’s 's behalf) with respect to such Common Collateral or provide the Indenture Agent or Noteholder Agent, any other Indenture Secured Party or the ABL Agent or any other ABL Secured PartyLender, as applicable, with any rights with respect to such Common Collateral beyond those expressly specified in this Agreement, the ABL Security Documents and the Indenture Security Documents, as applicable, provided that (i) subsequent to the occurrence of the ABL Obligations Payment Date (if so long as the Indenture Obligations Payment Date has shall not have occurred), the ABL Agent Lender shall (Ai) deliver to the Indenture Noteholder Agent, at the Company’s Loan Parties’ sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the Indenture Documents or (Bii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; and provided, and (ii) further, that subsequent to the occurrence of the Indenture Obligations Payment Date (if so long as the ABL Obligations Payment Date has shall not have occurred), the Indenture Noteholder Agent shall (Ai) deliver to the ABL AgentLender, at the Company’s Loan Parties’ sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Documents or (Bii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; and provided, further, that the . The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL Secured Parties Lender and the Indenture Secured Parties and shall not impose on the ABL Secured Parties Lender or the Indenture Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Agent agrees, on behalf of itself and the other ABL Lenders, with respect to the ABL Security Documents, on the one hand, and the Term Note Purchaser agrees with respect to the Term Debt Security Documents, on the other hand, that each such Security Document granting any security interest in the Collateral will contain the following legend (or a legend substantially similar thereto): “Reference is made to that certain Intercreditor Agreement, dated as of September 15, 2017 (as amended, restated, supplemented or modified from time to time, the “Intercreditor Agreement”), by and among Xxxxxxx Investment Group, LLC, a Georgia limited liability company, (“Term Note Purchaser”), Staffing 360 Solutions, Inc., a Delaware corporation (“Parent”), certain of the Parent’s subsidiaries party thereto and MidCap Funding X Trust, in its capacity as agent (together with its affiliates and their respective successors and assigns, “Agent”) for the ABL Lenders (as defined in the Intercreditor Agreement), and each holder and transferee of this instrument or agreement, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Intercreditor Agreement. Each Person that benefits from the security hereunder, by accepting the benefits of the security provided hereby, (i) consents (or is deemed to consent), to the subordination of Liens provided for in the Intercreditor Agreement, (ii) agrees (or is deemed to agree) that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement, (iii) authorizes (or is deemed to authorize) the [Agent] [Term Note Purchaser] on behalf of such Person to enter into, and perform under, the Intercreditor Agreement and (iv) acknowledges (or is deemed to acknowledge) that a copy of the Intercreditor Agreement was delivered, or made available, to such Person. Notwithstanding any other provision contained herein, this Agreement, the Liens created hereby and the rights, remedies, duties and obligations provided for herein are subject in all respects to the provisions of the Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement and the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall control.” (b) Each of the ABL Agent and the Indenture Agent Term Note Purchaser hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the ABL Security Documents or the Indenture Collateral DocumentsTerm Debt Security Documents (including, without limitation, under any deposit account or securities account control agreements), as applicable, whether as gratuitous bailee and as a non-fiduciary representative for perfection or otherwise, such possession or control is also for the benefit of the Indenture Agent and the other Indenture Secured Parties Term Note Purchaser or the ABL Agent and the other ABL Secured PartiesLenders, as applicable, solely to the extent required to perfect their security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the ABL Agent or the Indenture Agent Term Note Purchaser (or any third party acting on either such Person’s behalf) with respect to such Common Collateral or provide the Indenture Agent or any other Indenture Secured Party or Term Note Purchaser, the ABL Agent or any other ABL Secured PartyLender, as applicable, with any rights with respect to such Common Collateral beyond those expressly specified in this Agreement, the ABL Security Documents and the Term Debt Security Documents, as applicable, provided that (i) subsequent to the occurrence of after the ABL Obligations Debt Payment Date (if so long as the Indenture Obligations Term Debt Payment Date has shall not have sooner occurred), the ABL Agent shall (Ai) deliver to the Indenture AgentTerm Note Purchaser, at the Company’s Credit Parties’ sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the Indenture Documents Term Debt Documents, and assign its rights as secured party (without representation or warranty) under any deposit account or securities account control agreement, or (Bii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided, and (ii) subsequent to further, that after the occurrence of the Indenture Obligations Term Debt Payment Date (if so long as the ABL Obligations Debt Payment Date has shall not have sooner occurred), the Indenture Agent Term Note Purchaser shall (Ai) deliver to the ABL Agent, at the Company’s Credit Parties’ sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Documents Loan Documents, and assign its rights as secured party (without representation or warranty) under any deposit account or securities account control agreement or (Bii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; and provided, further, that the . The provisions of this Agreement are intended solely to govern the respective Lien priorities Priorities as between the ABL Secured Parties Lenders and the Indenture Secured Parties Term Note Purchaser and shall not impose on the ABL Secured Parties Lenders or the Indenture Secured Parties Term Note Purchaser any obligations in respect of the disposition of any Common Collateral (or any proceeds Proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Agent agrees, on behalf of itself and the other ABL Lenders, with respect to the ABL Security Documents, on the one hand, and the Term Note Purchaser agrees with respect to the Term Debt Security Documents, on the other hand, that each such Security Document granting any security interest in the Collateral will contain the following legend (or a legend substantially similar thereto): “Reference is made to that certain Intercreditor Agreement, dated as of September 15, 2017 (as amended, restated, supplemented or modified from time to time, the “Intercreditor Agreement”), by and among Xxxxxxx Investment Group, LLC, a Georgia limited liability company, (“Term Note (b) Each of the ABL Agent and the Indenture Agent Term Note Purchaser hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the ABL Security Documents or the Indenture Collateral DocumentsTerm Debt Security Documents (including, without limitation, under any deposit account or securities account control agreements), as applicable, whether as gratuitous bailee and as a non-fiduciary representative for perfection or otherwise, such possession or control is also for the benefit of the Indenture Agent and the other Indenture Secured Parties Term Note Purchaser or the ABL Agent and the other ABL Secured PartiesLenders, as applicable, solely to the extent required to perfect their security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the ABL Agent or the Indenture Agent Term Note Purchaser (or any third party acting on either such Person’s behalf) with respect to such Common Collateral or provide the Indenture Agent or any other Indenture Secured Party or Term Note Purchaser, the ABL Agent or any other ABL Secured PartyLender, as applicable, with any rights with respect to such Common Collateral beyond those expressly specified in this Agreement, the ABL Security Documents and the Term Debt Security Documents, as applicable, provided that (i) subsequent to the occurrence of after the ABL Obligations Debt Payment Date (if so long as the Indenture Obligations Term Debt Payment Date has shall not have sooner occurred), the ABL Agent shall (Ai) deliver to the Indenture AgentTerm Note Purchaser, at the Company’s Credit Parties’ sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the Indenture Documents Term Debt Documents, and assign its rights as secured party (without representation or warranty) under any deposit account or securities account control agreement, or (Bii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided, and (ii) subsequent to further, that after the occurrence of the Indenture Obligations Term Debt Payment Date (if so long as the ABL Obligations Debt Payment Date has shall not have sooner occurred), the Indenture Agent Term Note Purchaser shall (Ai) deliver to the ABL Agent, at the Company’s Credit Parties’ sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Documents Loan Documents, and assign its rights as secured party (without representation or warranty) under any deposit account or securities account control agreement or (Bii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; and provided, further, that the . The provisions of this Agreement are intended solely to govern the respective Lien priorities Priorities as between the ABL Secured Parties Lenders and the Indenture Secured Parties Term Note Purchaser and shall not impose on the ABL Secured Parties Lenders or the Indenture Secured Parties Term Note Purchaser any obligations in respect of the disposition of any Common Collateral (or any proceeds Proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) Each of the ABL Agent Factoring Representative and the Indenture Agent Notes Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the ABL Factoring Security Documents or the Indenture Collateral Notes Security Documents, as applicable, such possession or control is also for the benefit of the Indenture Agent Notes Representative and the other Indenture Notes Secured Parties or the ABL Agent Factoring Representative and the other ABL Factoring Secured Parties, as applicable, solely to the extent required to perfect their security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the ABL Agent Factoring Representative or the Indenture Agent Notes Representative (or any third party acting on either such Person’s behalf) with respect to such Common Collateral or provide the Indenture Agent Notes Representative, any other Notes Secured Party, the Factoring Representative or any other Indenture Secured Party or the ABL Agent or any other ABL Factoring Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those expressly specified in this Agreement, the Factoring Security Documents and the Notes Security Documents, as applicable, provided that (i) subsequent to the occurrence of the ABL Factoring Obligations Payment Date (if so long as the Indenture Notes Obligations Payment Date has shall not have occurred), the ABL Agent Factoring Representative shall (A) deliver to the Indenture AgentNotes Representative, at the Company’s Financing Parties’ sole cost and expense, the any Common Collateral in its possession or control together with any necessary endorsements to the extent required by the Indenture Notes Documents or (B) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs, and (ii) subsequent to the occurrence of the Indenture Notes Obligations Payment Date (if so long as the ABL Factoring Obligations Payment Date has shall not have occurred), the Indenture Agent Notes Representative shall (A) deliver to the ABL AgentFactoring Representative, at the Company’s Financing Parties’ sole cost and expense, the any Common Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Factoring Documents or (B) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; and provided, further, that the . The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL Factoring Secured Parties and the Indenture Notes Secured Parties and shall not impose on the ABL Factoring Secured Parties or the Indenture Notes Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Purchaser agrees that all mortgages, debentures, deeds of trust, deeds and similar instruments (collectively, “mortgages”) now or hereafter filed against Real Property in favor of or for the benefit of the Purchaser shall contain the following notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar instrument now or hereafter granted to Valiant Trust Company, as Senior Debt Representative, in accordance with the provisions of the Intercreditor Agreement dated as of November 27, 2012, as amended from time to time.” (b) Each of the ABL Agent Senior Debt Representative and the Indenture Agent Purchaser hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial CodeUCC and the PPSA) over Common Collateral pursuant to the ABL Senior Debt Security Documents or the Indenture Collateral Royal Gold Security Documents, as applicable, such possession or control is also for the benefit of the Indenture Agent Purchaser or the Senior Debt Representative and the other Indenture Secured Parties or the ABL Agent and the other ABL Senior Debt Secured Parties, as applicable, solely to the extent required to perfect their security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the ABL Agent Senior Debt Representative or the Indenture Agent Purchaser (or any third party acting on either such Person’s behalf) with respect to such Common Collateral or provide the Indenture Agent Purchaser, the Senior Debt Representative or any other Indenture Secured Party or the ABL Agent or any other ABL Senior Debt Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those expressly specified in this Agreement, the Senior Debt Security Documents and the Royal Gold Security Documents, as applicable, provided that (i) subsequent to the occurrence of the ABL Senior Debt Obligations Payment Date (if so long as the Indenture Royal Gold Obligations Payment Date has shall not have occurred), the ABL Agent Senior Debt Representative shall (Ai) deliver to the Indenture AgentPurchaser, at the CompanyVendor’s sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the Indenture Royal Gold Documents or (Bii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided, and (ii) further, that subsequent to the occurrence of the Indenture Royal Gold Obligations Payment Date (if so long as the ABL Senior Debt Obligations Payment Date has shall not have occurred), the Indenture Agent Purchaser shall (Ai) deliver to the ABL AgentSenior Debt Representative, at the CompanyVendor’s sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Senior Debt Documents or (Bii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; and provided, further, that (i) prior to the occurrence of the Royal Gold Obligations Payment Date, upon the request of the Purchaser, the Senior Debt Representative shall turn over to the Purchaser any Royal Gold Priority Collateral of which it has physical possession, and (ii) prior to the occurrence of the Senior Debt Obligations Payment Date, upon the request of the Senior Debt Representative, the Purchaser shall turn over to the Senior Debt Representative any Senior Debt Priority Collateral of which it has physical possession. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL Senior Debt Secured Parties and the Indenture Secured Parties Purchaser and shall not impose on the ABL Senior Debt Secured Parties or the Indenture Secured Parties Purchaser any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Purchaser agrees that all mortgages, debentures, deeds of trust, deeds and similar instruments (collectively, “mortgages”) now or hereafter filed against Real Property in favor of or for the benefit of the Purchaser shall contain the following notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar instrument now or hereafter granted to The Bank of Nova Scotia, as Senior Debt Representative, in accordance with the provisions of the Intercreditor Agreement dated as of October 20, 2016, as amended from time to time.” (b) Each of the ABL Agent Senior Debt Representative and the Indenture Agent Purchaser hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial CodePPSA or the STA, as applicable) over Common Collateral pursuant to the ABL Senior Debt Security Documents or the Indenture Collateral Royal Gold Security Documents, as applicable, such possession or control is also for the benefit of the Indenture Agent Purchaser or the Senior Debt Representative and the other Indenture Secured Parties or the ABL Agent and the other ABL Senior Debt Secured Parties, as applicable, solely to the extent required to perfect their security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the ABL Agent Senior Debt Representative or the Indenture Agent Purchaser (or any third party acting on either such Person’s behalf) with respect to such Common Collateral or provide the Indenture Agent Purchaser, the Senior Debt Representative or any other Indenture Secured Party or the ABL Agent or any other ABL Senior Debt Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those expressly specified in this Agreement, the Senior Debt Security Documents and the Royal Gold Security Documents, as applicable, provided that (i) subsequent to the occurrence of the ABL Senior Debt Obligations Payment Date (if so long as the Indenture Royal Gold Obligations Payment Date has shall not have occurred), the ABL Agent Senior Debt Representative shall (Ai) deliver to the Indenture AgentPurchaser, at the CompanyVendor’s sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the Indenture Royal Gold Documents or (Bii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided, and (ii) further, that subsequent to the occurrence of the Indenture Royal Gold Obligations Payment Date (if so long as the ABL Senior Debt Obligations Payment Date has shall not have occurred), the Indenture Agent Purchaser shall (Ai) deliver to the ABL AgentSenior Debt Representative, at the CompanyVendor’s sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Senior Debt Documents or (Bii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; and provided, further, that (i) prior to the occurrence of the Royal Gold Obligations Payment Date, upon the request of the Purchaser, the Senior Debt Representative shall turn over to the Purchaser any Royal Gold Priority Collateral of which it has physical possession, and (ii) prior to the occurrence of the Senior Debt Obligations Payment Date, upon the request of the Senior Debt Representative, the Purchaser shall turn over to the Senior Debt Representative any Senior Debt Priority Collateral of which it has physical possession. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL Senior Debt Secured Parties and the Indenture Secured Parties Purchaser and shall not impose on the ABL Senior Debt Secured Parties or the Indenture Secured Parties Purchaser any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. Each (a) The Subordinated Holder Representative and the other Subordinated Holders agree (by their execution of the ABL Subordinated Debenture Purchase Agreement and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) that all mortgages, deeds of trust, deeds or other similar instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) now or hereafter filed against real property in favor of or for the benefit of the Subordinated Holder Representative or any Subordinated Holder, or delivered to any third party shall be in form and content satisfactory to the Senior Agent and shall contain the Indenture following notation in bold type: (b) The Senior Agent hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the ABL Senior Security Documents or the Indenture Collateral Documents, as applicable, such possession or control is also for the benefit of the Indenture Agent Subordinated Holder Representative and the other Indenture Secured Parties or the ABL Agent and the other ABL Secured Parties, as applicable, Subordinated Holders solely to the extent required to perfect their security interest Lien in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the ABL Agent or the Indenture Senior Agent (or any third party acting on either such Person’s its behalf) with respect to such Common Collateral or to provide the Indenture Agent Subordinated Holder Representative or any other Indenture Secured Party or the ABL Agent or any other ABL Secured Party, as applicable, Subordinated Holder with any rights with respect to such Common Collateral beyond those expressly specified in this Agreement, ; provided that (i) subsequent to the occurrence of the ABL Obligations Senior Indebtedness Payment Date (if the Indenture Obligations Payment Date has not occurred)Date, the ABL Senior Agent shall (Ai) deliver to the Indenture AgentSubordinated Holder Representative, at no cost or expense to the Company’s sole cost and expenseSenior Agent, the Common Collateral in its possession or control together with any necessary endorsements endorsements, without recourse, representation or warranty, to the extent required by the Indenture Subordinated Debenture Documents or (B) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs, and (ii) subsequent to the occurrence of the Indenture Obligations Payment Date (if the ABL Obligations Payment Date has not occurred), the Indenture Agent shall (A) deliver to the ABL Agent, at the Company’s sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Documents or (B) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; and provided, further, provided further that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL Senior First Priority Secured Parties and the Indenture Secured Parties Subordinated Holders and shall not impose on the ABL Senior First Priority Secured Parties or the Indenture Secured Parties their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) (Reserved). (b) Each of the ABL Agent RCF Representative and the Indenture Agent Term Loan Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Other Collateral pursuant to the ABL RCF Security Documents or the Indenture Collateral Term Loan Security Documents, as applicable, such possession or control is also for the benefit of the Indenture Agent Term Loan Representative and the other Indenture Term Loan Secured Parties or the ABL Agent RCF Representative and the other ABL RCF Secured Parties, as applicable, solely to the extent required to perfect their security interest in such Common Other Collateral. Nothing in the preceding sentence shall be |US-DOCS\149079678.29|| construed to impose any duty on the ABL Agent RCF Representative or the Indenture Agent Term Loan Representative (or any third party acting on either such Person’s behalf) with respect to such Common Other Collateral or provide the Indenture Agent Term Loan Representative, any other Term Loan Secured Party, the RCF Representative or any other Indenture Secured Party or the ABL Agent or any other ABL RCF Secured Party, as applicable, with any rights with respect to such Common Other Collateral beyond those expressly specified in this Agreement, the RCF Security Documents and the Term Loan Security Documents, as applicable, provided that (i) subsequent to the occurrence of the ABL RCF Obligations Payment Date (if so long as the Indenture Term Loan Obligations Payment Date has shall not have occurred), the ABL Agent RCF Representative shall (Ai) deliver to the Indenture AgentTerm Loan Representative, at the Company’s Loan Parties’ sole cost and expense, the Common Other Collateral in its possession or control together with any necessary endorsements to the extent required by the Indenture Term Loan Documents or (Bii) direct and deliver such Common Other Collateral as a court of competent jurisdiction otherwise directs; provided, and (ii) further, that subsequent to the occurrence of the Indenture Term Loan Obligations Payment Date (if so long as the ABL RCF Obligations Payment Date has shall not have occurred), the Indenture Agent Term Loan Representative shall (Ai) deliver to the ABL AgentRCF Representative, at the Company’s Loan Parties’ sole cost and expense, the Common Other Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL RCF Documents or (Bii) direct and deliver such Common Other Collateral as a court of competent jurisdiction otherwise directs; and provided, further, that the . The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL RCF Secured Parties and the Indenture Term Loan Secured Parties and shall not impose on the ABL RCF Secured Parties or the Indenture Term Loan Secured Parties any obligations in respect of the disposition of any Common Other Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) Each of the ABL Agent Representative and the Indenture Agent Term Loan Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over over, or is otherwise noted as a lienholder on any certificate of title constituting, Common Collateral pursuant to the ABL Security Documents or the Indenture Collateral Term Loan Security Documents, as applicable, such possession or control is also for the benefit of the Indenture Agent Term Loan Representative and the other Indenture Term Loan Secured Parties or the ABL Agent Representative and the other ABL Secured Parties, as applicable, and each agree to hold or control such Common Collateral as gratuitous bailee and as non-fiduciary agent for the Term Loan Representative or the ABL Representative, as applicable (such bailment and agency being intended, among other things, to satisfy the requirements of Section 9-313(c), 9-104, 9-105, 9-106 and 9-107 of the UCC and applicable certificate of title laws), solely for the purpose of perfecting the security interest (including any second-priority security interest) granted under the Term Loan Documents and the ABL Documents, as applicable, subject to the extent required to perfect their security interest terms and conditions of this Section 2.6 (either the ABL Representative or the Term Loan Representative acting in such Common Collateralcapacity as a gratuitous bailee, the “Control Representative”). Nothing in the preceding sentence this Section 2.6, shall be construed to impose any duty on the ABL Agent Representative or the Indenture Agent Term Loan Representative (or any third party acting on either such Person’s behalf) or create any fiduciary relationship with respect to such Common Collateral or provide the Indenture Agent or Term Loan Representative, any other Indenture Term Loan Secured Party or Party, the ABL Agent Representative or any other ABL Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those expressly specified in this Agreement, the ABL Security Documents and the Term Loan Security Documents, as applicable, provided that (i) subsequent to the occurrence of the ABL Obligations Payment Date (if so long as the Indenture Term Loan Obligations Payment Date has shall not have occurred), the ABL Agent Representative shall (Ai) deliver to the Indenture AgentTerm Loan Representative, at the Company’s Loan Parties’ sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the Indenture Term Loan Documents or (Bii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided, and (ii) further, that subsequent to the occurrence of the Indenture Term Loan Obligations Payment Date (if so long as the ABL Obligations Payment Date has shall not have occurred), the Indenture Agent Term Loan Representative shall (Ai) deliver to the ABL AgentRepresentative, at the Company’s Loan Parties’ sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Documents or (Bii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; and provided, further, that the . The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL Secured Parties and the Indenture Term Loan Secured Parties and shall not impose on the ABL Secured Parties or the Indenture Term Loan Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party. (b) The ABL Representative hereby agrees that after the ABL Obligations Payment Date and upon the written request of the Term Loan Representative, to the extent that the applicable control agreement is in full force and effect and has not been terminated, the ABL Representative shall continue to act as the Control Representative for the Term Loan Representative (solely for the purpose of perfecting the security interest granted under the Term Loan Documents and at the expense of the Grantors) with respect to the deposit account, commodity account or securities account that is the subject of such control agreement, until the earlier to occur of (i) 30 days after the ABL Obligations Payment Date and (ii) the date when a control agreement is executed in favor of the Term Loan Representative with respect to such deposit account, commodity account or securities account. The Term Loan Representative hereby agrees that after the Term Loan Obligations Payment Date and upon the written request of the ABL Representative, to the extent that the applicable control agreement is in full force and effect and has not been terminated, the Term Loan Representative shall continue to act as the Control Representative for the ABL Representative (solely for the purpose of perfecting the security interest granted under the ABL Documents and at the expense of the Grantors) with respect to the deposit account, commodity account or securities account that is the subject of such control agreement, until the earlier to occur of (1) 30 days after the Term Loan Obligations Payment Date and (2) the date when a control agreement is executed in favor of the ABL Representative with respect to such deposit account, commodity account or securities account. (c) Until the Term Loan Obligations Payment Date, the ABL Representative agrees that to the extent it is in possession of any Common Collateral constituting Term Loan Priority Collateral, promptly upon the request of the Term Loan Representative at any time prior to the Term Loan Obligations Payment Date, the ABL Representative shall deliver to the Term Loan Representative any such Term Loan Priority Collateral held by it, and shall use commercially reasonable efforts to cause each ABL Creditor known to it to be holding such Term Loan Priority Collateral to deliver the same to the Term Loan Representative, together with any necessary endorsements without warranty or representation of any kind (or otherwise allow the Term Loan Representative to obtain control of such Term Loan Priority Collateral). (d) Until the ABL Obligations Payment Date, the Term Loan Representative agrees that to the extent it is in possession of any Common Collateral constituting ABL Priority Collateral, promptly upon the request of the ABL Representative at any time prior to the ABL Obligations Payment Date, the Term Loan Representative shall deliver to the ABL Representative any such ABL Priority Collateral held by it, and shall use commercially reasonable efforts to cause each Term Loan Creditor known to it to be holding such ABL Priority Collateral to deliver the same to the ABL Representative, together with any necessary endorsements without warranty or representation of any kind (or otherwise allow the ABL Representative to obtain control of such ABL Priority Collateral). (e) The ABL Representative shall have no obligation whatsoever to the Term Loan Representative or any Term Loan Creditor to ensure that the Common Collateral is genuine or owned by any Grantor or to preserve rights or benefits of any Person except as expressly set forth in this Section 2.6. The duties or responsibilities of the ABL Representative under this Section 2.6 shall be limited solely to holding or controlling the Common Collateral as gratuitous bailee and non-fiduciary agent in accordance with this Section 2.6 and delivering the Common Collateral upon the ABL Obligations Payment Date as provided in this Section 2.6. The Term Loan Representative shall have no obligation whatsoever to the ABL Representative or any ABL Creditor to ensure that the Common Collateral is genuine or owned by any Grantor or to preserve rights or benefits of any Person except as expressly set forth in this Section 2.6. The duties or responsibilities of the Term Loan Representative under this Section 2.6 shall be limited solely to holding or controlling the Common Collateral as gratuitous bailee and non-fiduciary agent in accordance with this Section 2.6 and delivering the Common Collateral upon the Term Loan Obligations Payment Date as provided in this Section 2.6.

Agreements Regarding Actions to Perfect Liens. (a) To the extent any mortgages, deeds of trust, deeds and similar instruments (collectively, “mortgages”) are ever filed against Real Property in order to secure the ABL Obligations or the Term Loan Obligations, the Term Loan Creditors shall possess the Senior Lien in respect thereof, and the ABL Creditors shall possess the Junior Lien in respect thereof. The ABL Representative agrees on behalf of itself and the other ABL Secured Parties that any such mortgage filed by it, on behalf of the ABL Secured Parties, shall contain the following notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar instrument now or hereafter granted JPMorgan Chase Bank, N.A., as Term Loan Representative, in accordance with the provisions of the Intercreditor Agreement dated as of July 18, 2016, as amended from time to time.” (b) Each of the ABL Agent Representative and the Indenture Agent Term Loan Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the ABL Security Documents or the Indenture Collateral Term Loan Security Documents, as applicable, such possession or control is also for the benefit of the Indenture Agent Term Loan Representative and the other Indenture Term Loan Secured Parties or the ABL Agent Representative and the other ABL Secured Parties, as applicable, solely to the extent required to perfect their security interest (if any) in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the ABL Agent Representative or the Indenture Agent Term Loan Representative (or any third party acting on either such Person’s 's behalf) with respect to such Common Collateral or provide the Indenture Agent or Term Loan Representative, any other Indenture Term Loan Secured Party or Party, the ABL Agent Representative or any other ABL Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those expressly specified in this Agreement, the ABL Security Documents and the Term Loan Security Documents, as applicable, provided that (i) subsequent to the occurrence of the ABL Obligations Payment Date (if so long as the Indenture Term Loan Obligations Payment Date has shall not have occurred), the ABL Agent Representative shall (Ai) deliver to the Indenture AgentTerm Loan Representative, at the Company’s Loan Parties' sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the Indenture Term Loan Documents except in the event and to the extent (A) the ABL Representative or any other ABL Secured Party has retained or otherwise acquired such Collateral in full or partial satisfaction of any of the ABL Obligations, (B) such Collateral is sold or otherwise disposed of by the ABL Representative or any other ABL Secured Party or by a Loan Party as provided herein or (BC) it is otherwise required by any order of any court or other governmental authority or applicable law or would result in the risk of liability of any ABL Secured Party to any third party or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided, and (ii) further, that subsequent to the occurrence of the Indenture Term Loan Obligations Payment Date (if so long as the ABL Obligations Payment Date has shall not have occurred), the Indenture Agent Term Loan Representative shall (Ai) deliver to the ABL AgentRepresentative, at the Company’s Loan Parties' sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Documents except in the event and to the extent (A) the Term Loan Representative or any other Term Loan Secured Party has retained or otherwise acquired such Collateral in full or partial satisfaction of any of the Term Loan Obligations, (B) such Collateral is sold or otherwise disposed of by the Term Loan Representative or any other Term Loan Secured Party or by a Loan Party as provided herein or (BC) it is otherwise required by any order of any court or other governmental authority or applicable law or would result in the risk of liability of any Term Loan Secured Party to any third party or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; and provided, further, that (i) prior to the occurrence of the Term Loan Obligations Payment Date, upon the request of the Term Loan Representative or the Borrower, the ABL Loan Representative shall turn over to the Term Loan Representative any Term Loan Priority Collateral of which it has physical possession, and (ii) prior to the occurrence of the ABL Obligations Payment Date, upon the request of the ABL Representative or the Borrower, the Term Loan Representative shall turn over to the ABL Representative any ABL Priority Collateral of which it has physical possession. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL Secured Parties and the Indenture Term Loan Secured Parties and shall not impose on the ABL Secured Parties or the Indenture Term Loan Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. Each of the ABL Agent Representative and the Indenture Agent Term Loan Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial CodeCode or the Securities Transfer Act, 2006 (Ontario)) over Common Collateral pursuant to the ABL Security Documents or the Indenture Collateral Term Loan Security Documents, as applicable, such possession or control is also for the benefit of the Indenture Agent Term Loan Representative and the other Indenture Term Loan Secured Parties or the ABL Agent Representative and the other ABL Secured Parties, as applicable, solely to the extent required to perfect their security interest (if any) in such Common CollateralCollateral (subject to the Lien Priorities and other terms hereof). Nothing in the preceding sentence shall be construed to impose any duty on the ABL Agent Representative or the Indenture Agent Term Loan Representative (or any third party acting on either such Person’s behalf) with respect to such Common Collateral or provide the Indenture Agent or Term Loan Representative, any other Indenture Term Loan Secured Party or Party, the ABL Agent Representative or any other ABL Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those expressly specified in this Agreement, the ABL Security Documents and the Term Loan Security Documents, as applicable, provided that (i) subsequent to the occurrence of the ABL Obligations Payment Date (if so long as the Indenture Term Loan Obligations Payment Date has shall not have occurred), the ABL Agent Representative shall (Aa) deliver to the Indenture AgentTerm Loan Representative, at the Company’s Loan Parties’ sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the Indenture Term Loan Documents or (Bb) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided, and (ii) further, that subsequent to the occurrence of the Indenture Term Loan Obligations Payment Date (if so long as the ABL Obligations Payment Date has shall not have occurred), the Indenture Agent Term Loan Representative shall (Ai) deliver to the ABL AgentRepresentative, at the Company’s Loan Parties’ sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Documents or (Bi) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; and provided, further, that (x) prior to the occurrence of the Term Loan Obligations Payment Date, upon the request of the Term Loan Representative or the Company, the ABL Representative shall turn over to the Term Loan Representative any Term Loan Priority Collateral of which it has physical possession, and (y) prior to the occurrence of the ABL Obligations Payment Date, upon the request of the ABL Representative or the Company, the Term Loan Representative shall turn over to the ABL Representative any ABL Priority Collateral of which it has physical possession. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL Secured Parties and the Indenture Term Loan Secured Parties and shall not impose on the ABL Secured Parties or the Indenture Term Loan Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. Each (a) The Second Lien Agent on behalf of itself and the other Second Lien Secured Parties agrees that UCC-1 financing statements, mortgages, patent, trademark or copyright filings or other filings or recordings filed or recorded by or on behalf of the ABL Second Lien Agent and shall be in form satisfactory to the Indenture First Lien Agent. (b) The Collateral Agent hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial CodeUCC) over Common Collateral pursuant to the ABL First Lien Security Documents or the Indenture Collateral Documents, as applicable, such possession or control is also for the benefit of the Indenture Second Lien Agent and the other Indenture Second Lien Secured Parties or the ABL Agent and the other ABL Secured Parties, as applicable, solely to the extent required to perfect for purposes of perfecting their security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the ABL Agent or the Indenture Collateral Agent (or any third party acting on either such Person’s its behalf) with respect to such Common Collateral or provide the Indenture Second Lien Agent or any other Indenture Second Lien Secured Party or the ABL Agent or any other ABL Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those expressly specified in this Agreement, Agreement and the Second Lien Security Documents; provided that (i) subsequent to the occurrence of the ABL First Lien Obligations Payment Date (if the Indenture Obligations Payment Date has not occurred)Date, the ABL Collateral Agent shall promptly deliver written notice of the occurrence of same to Second Lien Agent and shall (Ax) deliver to the Indenture Second Lien Agent, at the CompanyBorrower’s sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the Indenture Documents Second Lien Documents, and shall deliver to Borrower written notice of such action, or (By) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs, and (ii) subsequent to the occurrence of the Indenture Obligations Payment Date (if the ABL Obligations Payment Date has not occurred), the Indenture Agent shall (A) deliver to the ABL Agent, at the Company’s sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Documents or (B) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; and provided, further, provided further that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL First Lien Secured Parties and the Indenture Second Lien Secured Parties Parties, and shall not impose on the ABL Secured Parties Collateral Agent or the Indenture First Lien Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. Each (a) The Second Priority Representative on behalf of itself and the other Second Priority Secured Parties agrees that UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by or on behalf of the ABL Agent Second Priority Representative, subsequent to the date hereof, shall be in form satisfactory to the First Priority Creditor. (b) The Second Priority Representative agrees on behalf of itself and the Indenture Agent other Second Priority Secured Parties that all mortgages, deeds of trust, deeds and similar instruments (collectively, “mortgages”) now or hereafter filed against Real Property that constitutes Common Collateral in favor of or for the benefit of the Second Priority Representative and the other Second Priority Secured Parties shall be in form satisfactory to the First Priority Creditor and shall contain the following notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar instrument now or hereafter granted to the First Priority Creditor, and its successors and assigns, in such property, in accordance with the provisions of the Intercreditor Agreement dated as of June 9, 2015 among QLT Inc., U.S. Bank National Association and InSite Vision Incorporated, as amended from time to time.” (c) The First Priority Creditor hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the ABL First Priority Security Documents or the Indenture Collateral Documents, as applicable, such possession or control is also for the benefit of and on behalf of, and the Indenture Agent First Priority Creditor or such third party holds such possession or control as bailee and agent for, the Second Priority Representative and the other Indenture Second Priority Secured Parties or the ABL Agent and the other ABL Secured Parties, as applicable, solely to the extent required to perfect their security interest in such Common CollateralCollateral (such bailment and agency for perfection being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code). Nothing in the preceding sentence shall be construed to impose any duty on the ABL Agent or the Indenture Agent First Priority Creditor (or any third party acting on either such Person’s its behalf) with respect to such Common Collateral or provide the Indenture Agent Second Priority Representative or any other Indenture Second Priority Secured Party or the ABL Agent or any other ABL Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those expressly specified in this AgreementAgreement and the Second Priority Security Documents, provided that (i) subsequent to the occurrence of the ABL First Priority Obligations Payment Date (if the Indenture Obligations Payment Date has not occurred)Date, the ABL Agent First Priority Creditor shall (Ai) deliver to the Indenture AgentSecond Priority Representative, at the Company’s sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the Indenture Second Priority Documents (and to the extent not so required, such delivery shall be made to the Company) or (Bii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs, and (ii) subsequent to the occurrence of the Indenture Obligations Payment Date (if the ABL Obligations Payment Date has not occurred), the Indenture Agent shall (A) deliver to the ABL Agent, at the Company’s sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Documents or (B) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; and provided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL First Priority Secured Parties and the Indenture Second Priority Secured Parties and shall not impose on the ABL Secured Parties or the Indenture First Priority Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. Each of the (a) The ABL Agent Representative and the Indenture Agent each Term Loan Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over over, or is otherwise noted as a lienholder on any certificate of title constituting, Common Collateral pursuant to the ABL Security Documents or the Indenture Collateral Term Loan Security Documents, as applicable, such possession or control is also for the benefit of the Indenture Agent each Term Loan Representative and the other Indenture Term Loan Secured Parties or the ABL Agent Representative and the other ABL Secured Parties, as applicable, and each agrees to hold or control such Common Collateral as gratuitous bailee and as non-fiduciary agent for the Term Loan Representatives or the ABL Representative, as applicable (such bailment and agency being intended, among other things, to satisfy the requirements of Section 9-313(c), 9-104, 9-105, 9-106 and 9-107 of the UCC and applicable certificate of title laws), solely for the purpose of perfecting the security interest (including any second-priority or third-priority, as the case may be, security interest) granted under the Term Loan Documents and the ABL Documents, as applicable, subject to the extent required to perfect their security interest terms and conditions of this Section 2.6 (either the ABL Representative or the relevant Term Loan Representative acting in such Common Collateralcapacity as a gratuitous bailee, the “Control Representative”). Nothing in the preceding sentence this Section 2.6 shall be construed to impose any duty on the ABL Agent Representative or the Indenture Agent any Term Loan Representative (or any third party acting on either such Person’s behalf) or create any fiduciary relationship with respect to such Common Collateral or provide the Indenture Agent or any Term Loan Representative, any other Indenture Term Loan Secured Party or Party, the ABL Agent Representative or any other ABL Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those expressly specified in this Agreement, the ABL Security Documents and the Term Loan Security Documents, as applicable, provided that (i) subsequent to the occurrence of the ABL Obligations Payment Date Date, the ABL Representative shall (i) first, if the Indenture Term Loan Obligations Payment Date has not occurred), the ABL Agent shall (A) deliver to the Indenture AgentDesignated Term Loan Representative, at the Company’s Loan Parties’ sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the Indenture Term Loan Documents until the Term Loan Obligations Payment Date has occurred and (ii) second, to the extent both the ABL Obligations Payment Date and the Term Loan Obligations Payment Date have occurred, deliver to the Borrowers or (B) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided, and (ii) further, that subsequent to the occurrence of the Indenture Term Loan Obligations Payment Date Date, the relevant Term Loan Representative shall (i) first, if the ABL Obligations Payment Date has not occurred), the Indenture Agent shall (A) deliver to the ABL AgentRepresentative, at the Company’s Loan Parties’ sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Documents until the ABL Obligations Payment Date has occurred and (ii) second, to the extent both the Term Loan Obligations Payment Date and the ABL Obligations Payment Date have occurred, deliver to the Borrowers or (B) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; and provided, further, that the . The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL Secured Parties and the Indenture Term Loan Secured Parties and shall not impose on the ABL Secured Parties or the Indenture Term Loan Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party. (b) The ABL Representative xxxxxx agrees that after the ABL Obligations Payment Date and upon the written request of the Designated Term Loan Representative, to the extent that the applicable control agreement is in full force and effect and has not been terminated, the ABL Representative shall continue to act as the Control Representative for each Term Loan Representative (solely for the purpose of perfecting the security interest granted under the Term Loan Documents and at the expense of the Loan Parties) with respect to the deposit account, commodity account or securities account that is the subject of such control agreement, until the earlier to occur of (i) 30 days after the ABL Obligations Payment Date and (ii) the date when a control agreement is executed in favor of the relevant Term Loan Representative with respect to such deposit account, commodity account or securities account. Each Term Loan Representative hereby agrees that after the Term Loan Obligations Payment Date and upon the written request of the ABL Representative, to the extent that the applicable control agreement is in full force and effect and has not been terminated, the relevant Term Loan Representative shall continue to act as the Control Representative for the ABL Representative (solely for the purpose of perfecting the security interest granted under the ABL Documents and at the expense of the Loan Parties) with respect to the deposit account, commodity account or securities account that is the subject of such control agreement, until the earlier to occur of (1) 30 days after the Term Loan Obligations Payment Date and (2) the date when a control agreement is executed in favor of the ABL Representative with respect to such deposit account, commodity account or securities account. (c) Until the Term Loan Obligations Payment Date, the ABL Representative agrees that to the extent it is in possession of any Common Collateral constituting Term Loan Priority Collateral, promptly upon the request of the Designated Term Loan Representative at any time prior to the Term Loan Obligations Payment Date, the ABL Representative shall deliver to the Designated Term Loan Representative any such Term Loan Priority Collateral held by it, and shall use commercially reasonable efforts to cause each ABL Secured Party known to it to be holding such Term Loan Priority Collateral to deliver the same to the Designated Term Loan Representative, together with any necessary endorsements without warranty or representation of any kind (or otherwise allow the Designated Term Loan Representative to obtain control of such Term Loan Priority Collateral). (d) Until the ABL Obligations Payment Date, each Term Loan Representative agrees that to the extent it is in possession of any Common Collateral constituting ABL Priority Collateral, promptly upon the request of the ABL Representative at any time prior to the ABL Obligations Payment Date, each Term Loan Representative shall deliver to the ABL Representative any such ABL Priority Collateral held by it, and shall use commercially reasonable efforts to cause each Term Loan Secured Party known to it to be holding such ABL Priority Collateral to deliver the same to the ABL Representative, together with any necessary endorsements without warranty or representation of any kind (or otherwise allow the ABL Representative to obtain control of such ABL Priority Collateral). (e) The ABL Representative shall have no obligation whatsoever to any Term Loan Representative or any Term Loan Secured Parties to ensure that the Common Collateral is genuine or owned by any Loan Party or to preserve rights or benefits of any Person except as expressly set forth in this Section 2.6. The duties or responsibilities of the ABL Representative under this Section 2.6 shall be limited solely to holding or controlling the Common Collateral as gratuitous bailee and non-fiduciary agent in accordance with this Section 2.6 and delivering the Common Collateral upon the ABL Obligations Payment Date as provided in this Section 2.6. No Term Loan Representative shall have any obligation whatsoever to the ABL Representative or any ABL Secured Party to ensure that the Common Collateral is genuine or owned by any Loan Party or to preserve rights or benefits of any Person except as expressly set forth in this Section 2.6. The duties or responsibilities of each Term Loan Representative under this Section 2.6 shall be limited solely to holding or controlling the Common Collateral as gratuitous bailee and non-fiduciary agent in accordance with this Section 2.6 and delivering the Common Collateral upon the Term Loan Obligations Payment Date as provided in this Section 2.6.

Agreements Regarding Actions to Perfect Liens. (a) The ABL Representative agrees, on behalf of itself and the other ABL Secured Parties, with respect to the ABL Security Documents, on the one hand, and the Collateral Trust Representative agrees, on behalf of itself and the other Collateral Trust Secured Parties, with respect to the Collateral Trust Security Documents, on the other hand, that each such Security Document granting any security interest in the Collateral will contain the following legend (or a legend substantially similar thereto): “Reference is made to the Intercreditor Agreement, dated as of June 23, 2011, among PNC BANK, NATIONAL ASSOCIATION, as the ABL Representative (as defined therein), U.S. BANK NATIONAL ASSOCIATION, as the Collateral Trust Representative (as defined therein), XXXXXXX NETWORKS INCORPORATED (“Company”) and the subsidiaries of Company named therein (the “Intercreditor Agreement”). Each Person that benefits from the security hereunder, by accepting the benefits of the security provided hereby, (i) consents (or is deemed to consent), to the subordination of Liens provided for in the Intercreditor Agreement, (ii) agrees (or is deemed to agree) that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement, (iii) authorizes (or is deemed to authorize) the [ABL Representative] [Collateral Trust Representative] on behalf of such Person to enter into, and perform under, the Intercreditor Agreement and (iv) acknowledges (or is deemed to acknowledge) that a copy of the Intercreditor Agreement was delivered, or made available, to such Person. Notwithstanding any other provision contained herein, this Agreement, the Liens created hereby and the rights, remedies, duties and obligations provided for herein are subject in all respects to the provisions of the Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement and the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall control.” (b) Each of the ABL Agent Representative and the Indenture Agent Collateral Trust Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the ABL Security Documents or the Indenture Collateral Trust Security Documents, as applicable, whether as bailee for perfection or otherwise, such possession or control is also for the benefit of the Indenture Agent Collateral Trust Representative and the other Indenture Collateral Trust Secured Parties or the ABL Agent Representative and the other ABL Secured Parties, as applicable, solely to the extent required to perfect their security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the ABL Agent Representative or the Indenture Agent Collateral Trust Representative (or any third party acting on either such Person’s behalf) with respect to such Common Collateral or provide the Indenture Agent or Collateral Trust Representative, any other Indenture Collateral Trust Secured Party or Party, the ABL Agent Representative or any other ABL Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those expressly specified in this Agreement, the ABL Security Documents and the Collateral Trust Security Documents, as applicable, provided that (i) subsequent to the occurrence of the ABL Obligations Payment Date (if so long as the Indenture Collateral Trust Obligations Payment Date has shall not have occurred), the ABL Agent Representative shall (Ai) deliver to the Indenture AgentCollateral Trust Representative, at the Company’s Grantors’ sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the Indenture Collateral Trust Documents or (Bii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided, and (ii) further, that subsequent to the occurrence of the Indenture Collateral Trust Obligations Payment Date (if so long as the ABL Obligations Payment Date has shall not have occurred), the Indenture Agent Collateral Trust Representative shall (Ai) deliver to the ABL AgentRepresentative, at the Company’s Grantors’ sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Documents or (Bii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; and provided, further, that the . The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL Secured Parties and the Indenture Collateral Trust Secured Parties and shall not impose on the ABL Secured Parties or the Indenture Collateral Trust Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds Proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) [Reserved]. (b) Each of the ABL Agent Representative and the Indenture Agent Non-ABL Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the ABL Security Documents or the Indenture Collateral Non-ABL Security Documents, as applicable, such possession or control is also for the benefit of the Indenture Agent Non-ABL Representative and the other Indenture Non-ABL Secured Parties or the ABL Agent Representative and the other ABL Secured Parties, as applicable, solely to the extent required to perfect their security interest in such Common Collateral. Each of the ABL Representative and the Non-ABL Representative hereby acknowledges that to the extent that the ABL Representative has filed a financing statement with respect to any Commercial Tort Claim that constitutes Common Collateral, such filing is also for the benefit of the Non-ABL Representative and the other Non-ABL Secured Parties, solely to the extent required to perfect their security interest in such Common Collateral. Nothing in the preceding sentence sentences of this Section 2.6(b) shall be construed to impose any duty on the ABL Agent Representative or the Indenture Agent Non-ABL Representative (or any third party acting on either any such Person’s behalf) with respect to such Common Collateral or provide the Indenture Agent or Non-ABL Representative, any other Indenture Non-ABL Secured Party or Party, the ABL Agent Representative or any other ABL Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those expressly specified in this Agreement, the ABL Security Documents and the Non-ABL Security Documents, as applicable, provided that (i) subsequent to the occurrence of the ABL Obligations Payment Date (if so long as the Indenture Non-ABL Obligations Payment Date has shall not have occurred), the ABL Agent Representative shall (Ai) deliver to the Indenture AgentNon-ABL Representative, at the Company’s Loan Parties’ sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the Indenture Non-ABL Documents or (Bii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided, and (ii) further, that subsequent to the occurrence of the Indenture Non-ABL Obligations Payment Date (if so long as the ABL Obligations Payment Date has shall not have occurred), the Indenture Agent Non-ABL Representative shall (Ai) deliver to the ABL AgentLoan Representative, at the Company’s Loan Parties’ sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Documents or (Bii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; and provided, further, that the . The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL Secured Parties and the Indenture Non-ABL Secured Parties and shall not impose on the ABL Secured Parties or the Indenture Non-ABL Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.