Common use of Bailee for Perfection – ABL Facility Collateral Agent Clause in Contracts

Bailee for Perfection – ABL Facility Collateral Agent. (i) The ABL Facility Collateral Agent agrees to hold or control that part of the ABL Facility Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC or other applicable law (such ABL Facility Priority Collateral being the “Pledged ABL Facility Priority Collateral”) as collateral agent for the ABL Facility Secured Parties and as bailee for and, with respect to any ABL Facility Priority Collateral that cannot be perfected in such manner, as agent for, the Term Loan Collateral Agent (on behalf of the Term Loan Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the ABL Facility Documents and the Term Loan Documents, respectively, subject to the terms and conditions of this Section 4.4(e). (ii) Subject to the terms of this Agreement, until the Discharge of ABL Facility Obligations has occurred, the ABL Facility Collateral Agent shall be entitled to deal with the Pledged ABL Facility Priority Collateral in accordance with the terms of the ABL Facility Documents as if the Liens of the Term Loan Collateral Agent under the Term Loan Security Documents did not exist. The rights of the Term Loan Collateral Agent shall at all times be subject to the terms of this Agreement and to the ABL Facility Collateral Agent’s rights under the ABL Facility Documents. (iii) The ABL Facility Collateral Agent shall have no obligation whatsoever to any ABL Facility Secured Party, the Term Loan Collateral Agent or any Term Loan Secured Party to ensure that the Pledged ABL Facility Priority Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 4.4(e). The duties or responsibilities of the ABL Facility Collateral Agent under this Section 4.4(e) shall be limited solely to holding the Pledged ABL Facility Priority Collateral as bailee or agent in accordance with this Section 4.4(e). (iv) The ABL Facility Collateral Agent acting pursuant to this Section 4.4(e) shall not have by reason of the ABL Facility Security Documents, the Term Loan Security Documents, this Agreement or any other document a fiduciary relationship in respect of any ABL Facility Secured Party, the Term Loan Collateral Agent or any Term Loan Secured Party. (v) Upon the Discharge of ABL Facility Obligations, the ABL Facility Collateral Agent shall deliver or cause to be delivered the remaining Pledged ABL Facility Priority Collateral (if any) in its possession or in possession of its agents or bailees, together with any necessary endorsements, (A) first, to the Directing Term Loan Collateral Agent to the extent Term Loan Obligations remain outstanding, and (B) second, to the applicable Grantor to the extent no ABL Facility Obligations or Term Loan Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged ABL Facility Priority Collateral) and will cooperate with the Directing Term Loan Collateral Agent and such Grantor, as the case may be, in assigning (without recourse to or warranty by the ABL Facility Collateral Agent or any other ABL Facility Secured Party or agent or bailee thereof) control over any other Pledged ABL Facility Priority Collateral under its control. The ABL Facility Collateral Agent further agrees to take all other action reasonably requested by such Person (at the sole cost and expense of the Grantors or such Person) in connection with such Person obtaining a perfected security interest in the Pledged ABL Facility Priority Collateral or as a court of competent jurisdiction may otherwise direct. (vi) Notwithstanding anything to the contrary herein, if, for any reason, any Term Loan Obligations remain outstanding upon the Discharge of ABL Facility Obligations, all rights of the ABL Facility Collateral Agent hereunder (1) with respect to the delivery and control of any part of the ABL Facility Priority Collateral, and (2) to direct, instruct, vote upon or otherwise influence the maintenance or disposition of such ABL Facility Priority Collateral, shall immediately, and (to the extent permitted by law) without further action on the part of any Term Loan Collateral Agent or the ABL Facility Collateral Agent, pass to the Directing Term Loan Collateral Agent, who shall thereafter hold such rights for the benefit of the Term Loan Secured Parties. Each of the ABL Facility Collateral Agent and the Grantors agrees that it will, if any Term Loan Obligations remain outstanding upon the Discharge of ABL Facility Obligations, take any other action required by any law or reasonably requested by the Directing Term Loan Collateral Agent (subject to any limitations set forth in the Term Loan Documents), in connection with the Term Loan Collateral Agent’s establishment and perfection of a security interest in the ABL Facility Priority Collateral; and (vii) Notwithstanding anything to the contrary contained herein, if for any reason, prior to the Discharge of Term Loan Obligations, the ABL Facility Collateral Agent acquires possession of any Pledged Term Loan Priority Collateral, the ABL Facility Collateral Agent shall hold same as bailee and/or agent to the same extent as is provided in preceding clause (i) with respect to Pledged ABL Facility Priority Collateral, provided that as soon as is practicable the ABL Facility Collateral Agent shall deliver or cause to be delivered such Pledged Term Loan Priority Collateral to the Directing Term Loan Collateral Agent in a manner otherwise consistent with the requirements of preceding clause (v).

Bailee for Perfection – ABL Facility Collateral Agent. (i) The Directing ABL Facility Collateral Agent agrees to hold or control that part of the ABL Facility Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC or other applicable law (such ABL Facility Priority Collateral being the “Pledged ABL Facility Priority Collateral”) as collateral agent for the ABL Facility Secured Parties which it represents as Collateral Agent and as bailee for and, with respect to any ABL Facility Priority Collateral that cannot be perfected in such manner, as agent for, the each Term Loan Collateral Agent (on behalf of the Term Loan Secured Parties) and any Junior Priority Collateral Agent (on behalf of the Junior Priority Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the ABL Facility Documents, the Term Loan Documents and the Term Loan Junior Priority Documents, respectively, subject to the terms and conditions of this Section 4.4(e4.5(i). (ii) Subject to the terms of this Agreement, until the Discharge of ABL Facility Obligations has occurred, the Directing ABL Facility Collateral Agent shall be entitled to deal with the Pledged ABL Facility Priority Collateral in accordance with the terms of the ABL Facility Documents as if the Liens of the each Term Loan Collateral Agent under the Term Loan Security Documents and any Junior Priority Collateral Agent under the Junior Priority Security Documents did not exist. The rights of the each Term Loan Collateral Agent and any Junior Priority Collateral Agent shall at all times be subject to the terms of this Agreement and to the ABL Facility Collateral Agent’s rights under the ABL Facility Documents. (iii) The Directing ABL Facility Collateral Agent shall have no obligation whatsoever to any ABL Facility Secured Party, the any Term Loan Collateral Agent, any Term Loan Secured Party, any Junior Priority Collateral Agent or any Term Loan Junior Priority Secured Party to ensure that the Pledged ABL Facility Priority Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 4.4(e4.5(i). The duties or responsibilities of the Directing ABL Facility Collateral Agent under this Section 4.4(e4.5(i) shall be limited solely to holding the Pledged ABL Facility Priority Collateral as bailee or agent in accordance with this Section 4.4(e4.5(i). (iv) The Directing ABL Facility Collateral Agent acting pursuant to this Section 4.4(e4.5(i) shall not have by reason of the ABL Facility Security Documents, the Term Loan Security Documents, the Junior Priority Security Documents, this Agreement or any other document a fiduciary relationship in respect of any ABL Facility Secured Party, the any Term Loan Collateral Agent, any Term Loan Secured Party, any Junior Priority Collateral Agent or any Term Loan Junior Priority Secured Party. (v) Upon the Discharge of ABL Facility Obligations, the Directing ABL Facility Collateral Agent shall deliver or cause to be delivered the remaining Pledged ABL Facility Priority Collateral (if any) in its possession or in possession of its agents or bailees, together with any necessary endorsements, (A) first, to the Directing Term Loan Collateral Agent to the extent the Discharge of Term Loan Obligations remain outstandinghas not occurred, and (B) second, to the Directing Junior Priority Collateral Agent to the extent the Discharge of Junior Priority Obligations has not occurred and (C) third, to the applicable Grantor to the extent no ABL Facility Obligations, Term Loan Obligations or Term Loan Junior Priority Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged ABL Facility Priority Collateral) and will cooperate with the Directing Term Loan Collateral Agent, the Directing Junior Priority Collateral Agent and such Grantor, as the case may be, in assigning (without recourse to or warranty by the Directing ABL Facility Collateral Agent or any other ABL Facility Secured Party or agent or bailee thereof) control over any other Pledged ABL Facility Priority Collateral under its control. The Directing ABL Facility Collateral Agent further agrees to take all other action reasonably requested by such Person (at the sole cost and expense of the Grantors or such Person) in connection with such Person obtaining a perfected security interest in the Pledged ABL Facility Priority Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding the foregoing, with respect to any Deposit Accounts, Commodity Accounts or Securities Accounts, the ABL Facility Collateral Agent shall only be required to give notice of resignation to the counterparty thereunder. (vi) Notwithstanding anything to the contrary herein, : (A) if, for any reason, any the Discharge of Term Loan Obligations remain outstanding has not occurred upon the Discharge of ABL Facility Obligations, all rights of the ABL Facility Collateral Agent hereunder (1) with respect to the delivery and control of any part of the ABL Facility Priority Collateral, and (2) to direct, instruct, vote upon or otherwise influence the maintenance or disposition of such ABL Facility Priority Collateral, shall immediately, and (to the extent permitted by law) without further action on the part of any Term Loan Collateral Agent or the ABL Facility any Junior Priority Collateral Agent, pass to the Directing Term Loan Collateral Agent, who shall thereafter hold such rights for the benefit of the Term Loan Secured Parties. Each of the Directing ABL Facility Collateral Agent and the Grantors agrees that it willwill (at the sole expense of the Grantors), if any the Discharge of Term Loan Obligations remain outstanding has not occurred upon the Discharge of ABL Facility Obligations, take any other action required by any law or reasonably requested by the Directing Term Loan Collateral Agent (subject to any limitations set forth in the Term Loan Documents), in connection with the Directing Term Loan Collateral Agent’s establishment and perfection of a security interest in the ABL Facility Priority Collateral; or (B) [Reserved]; and (C) if, for any reason, the Discharge of Junior Priority Obligations has not occurred upon the Discharge of ABL Facility Obligations and the Discharge of Term Loan Obligations, all rights of the ABL Facility Collateral Agent and all rights of the Term Loan Collateral Agents hereunder (1) with respect to the delivery and control of any part of the ABL Facility Priority Collateral, and (2) to direct, instruct, vote upon or otherwise influence the maintenance or disposition of such ABL Facility Priority Collateral, shall immediately, and (to the extent permitted by law) without further action on the part of any of any Term Loan Collateral Agent, any Junior Priority Collateral Agent or the ABL Facility Collateral Agent, pass to the Directing Junior Priority Collateral Agent, who shall thereafter hold such rights for the benefit of the Junior Priority Secured Parties. Each of the Directing Term Loan Collateral Agent and Directing ABL Facility Collateral Agent and the Grantors agrees that it will (at the sole expense of the Grantors), if the Discharge of Junior Priority Obligations has not occurred upon the Discharge of ABL Facility Obligations and the Discharge of Term Loan Obligations, take any other action required by any law or reasonably requested by the Directing Junior Priority Collateral Agent (subject to any limitations set forth in the Junior Priority Documents), in connection with the Directing Junior Priority Collateral Agent’s establishment and perfection of a security interest in the ABL Facility Priority Collateral. (vii) Notwithstanding anything to the contrary contained herein, if for any reason, prior to the Discharge of Term Loan ABL Facility Obligations, any Secured Party (other than the ABL Facility Collateral Agent Agent) acquires possession of any Pledged Term Loan ABL Facility Priority Collateral, the ABL Facility Collateral Agent such Secured Party shall hold same as bailee and/or agent to the same extent as is provided in preceding clause (i) with respect to Pledged ABL Facility Priority Collateral, provided that as soon as is practicable the ABL Facility Collateral Agent such Secured Party shall deliver or cause to be delivered such Pledged Term Loan ABL Facility Priority Collateral to the Directing Term Loan ABL Facility Collateral Agent in a manner otherwise consistent with the requirements of preceding clause (v).

Bailee for Perfection – ABL Facility Collateral Agent. (i) The After the Discharge of Term Loan Obligations has occurred, and to the extent that the Directing ABL Facility Collateral Agent is (or its agents or bailees are) in possession or control of any Pledged Term Loan Priority Collateral, the Directing ABL Facility Collateral Agent agrees to hold or control that part of the ABL Facility Term Loan Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC or other applicable law (such ABL Facility Priority Collateral being the “Pledged ABL Facility Priority Collateral”) as collateral agent for the ABL Facility Secured Parties and as bailee for and, with respect to any ABL Facility Term Loan Priority Collateral that cannot be perfected in such manner, as agent for, the Term Loan each Junior Priority Collateral Agent (on behalf of itself and the Term Loan other Junior Priority Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the ABL Facility Junior Priority Documents and the Term Loan ABL Facility Documents, respectively, subject to the terms and conditions of this Section 4.4(e3.4(i). (ii) Subject to the terms of this Agreement, after the Discharge of Term Loan Obligations has occurred and until the Discharge of ABL Facility Obligations has occurred, the Directing ABL Facility Collateral Agent shall be entitled to deal with the Pledged ABL Facility Term Loan Priority Collateral in accordance with the terms of the ABL Facility Documents as if the Liens of the Term Loan each Junior Priority Collateral Agent under the Term Loan Junior Priority Security Documents did not exist. The rights of each Junior Priority Collateral Agent in the Term Loan Priority Collateral Agent shall at all times be subject to the terms of this Agreement and to the ABL Facility Collateral Agent’s rights under the ABL Facility Documents. (iii) The Directing ABL Facility Collateral Agent shall have no obligation whatsoever to any Junior Priority Collateral Agent, any Junior Priority Secured Party or any ABL Facility Secured Party, the Term Loan Collateral Agent or any Term Loan Secured Party to ensure that the Pledged ABL Facility Term Loan Priority Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 4.4(e3.4(i). The duties or responsibilities of the Directing ABL Facility Collateral Agent under this Section 4.4(e3.4(i) shall be limited solely to holding the Pledged ABL Facility Term Loan Priority Collateral as bailee or agent in accordance with this Section 4.4(e3.4(i). (iv) The Directing ABL Facility Collateral Agent acting pursuant to this Section 4.4(e3.4(i) shall not have by reason of the ABL Facility Term Loan Security Documents, the Term Loan Junior Priority Security Documents, the ABL Facility Documents, this Agreement or any other document a fiduciary relationship in respect of any ABL Facility Secured Party, the any Term Loan Collateral Agent, any Term Loan Secured Party, any Junior Priority Collateral Agent or any Term Loan Junior Priority Secured Party. (v) Upon Following the Discharge of Term Loan Obligations and upon the Discharge of ABL Facility Obligations, the Directing ABL Facility Collateral Agent shall deliver or cause to be delivered the remaining Pledged ABL Facility Term Loan Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements, (A) first, to the Directing Term Loan Junior Priority Collateral Agent to the extent Term Loan a Discharge of Junior Priority Obligations remain outstanding, has not occurred and (B) second, to the applicable Grantor to the extent no Term Loan Obligations, Junior Priority Obligations or ABL Facility Obligations or Term Loan Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged ABL Facility Term Loan Priority Collateral) and will cooperate with the Directing Term Loan Junior Priority Collateral Agent and or such Grantor, as the case may be, in assigning (without recourse to or warranty by the Directing ABL Facility Collateral Agent or any other ABL Facility Secured Party or agent or bailee thereof) control over any other Pledged ABL Facility Term Loan Priority Collateral under its control. The ABL Facility Collateral Agent further agrees to take all other action reasonably requested by such Person (at the sole cost and expense of the Grantors or such Person) in connection with such Person obtaining a perfected security interest in the Pledged ABL Facility Term Loan Priority Collateral or as a court of competent jurisdiction may otherwise direct. (vi) Notwithstanding anything to the contrary herein, if, for any reason, any the Discharge of Junior Priority Obligations has not occurred upon the Discharge of Term Loan Obligations remain outstanding upon and the Discharge of ABL Facility Obligations, all rights of the ABL Facility Collateral Agent hereunder (1) with respect to the delivery and control of any part of the ABL Facility Term Loan Priority Collateral, and (2) to direct, instruct, vote upon or otherwise influence the maintenance or disposition of such ABL Facility Term Loan Priority Collateral, shall immediately, and (to the extent permitted by law) without further action on the part of any Term Loan the ABL Facility Collateral Agent or the ABL Facility any Junior Priority Collateral Agent, pass to the Directing Term Loan Junior Priority Collateral Agent, who shall thereafter hold such rights for the benefit of the Term Loan Junior Priority Secured Parties. Each of the Directing ABL Facility Collateral Agent, the Directing Term Loan Collateral Agent and the Grantors agrees that it willwill (at the sole expense of the Grantors), if any Term Loan Junior Priority Obligations remain outstanding upon the Discharge of Term Loan Obligations and the Discharge of ABL Facility Obligations, take any other action required by any law or reasonably requested by the Directing Term Loan Junior Priority Collateral Agent (subject to any limitations set forth in the Term Loan Junior Priority Documents), in connection with the Term Loan Directing Junior Priority Collateral Agent’s establishment and perfection of a security interest in the ABL Facility Term Loan Priority Collateral; and. (vii) Notwithstanding anything to the contrary contained herein, if for any reason, prior to after the Discharge of Term Loan ObligationsObligations has occurred and until the Discharge of ABL Facility Obligations has occurred, any Secured Party (other than the Directing ABL Facility Collateral Agent Agent), acquires possession of any Pledged Term Loan Priority Collateral, the ABL Facility Collateral Agent such Secured Party shall hold same as bailee and/or agent to the same extent as is provided in preceding clause (i) with respect to Pledged ABL Facility Term Loan Priority Collateral, provided that as soon as is practicable the ABL Facility Collateral Agent such Secured Party shall deliver or cause to be delivered such Pledged Term Loan Priority Collateral to the Directing Term Loan ABL Facility Collateral Agent in a manner otherwise consistent with the requirements of preceding clause (v).