Common use of Bailee for Perfection Clause in Contracts

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any of the Collateral in the possession or under the control of such Creditor or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of any Collateral shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiver.

Bailee for Perfection. Each Creditor hereby appoints (a) The Credit Agent agrees to hold the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any Pledged Collateral that is part of the Common Collateral in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of its agents or bailees) as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurred, the Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall not at all times be subject to the terms of this Agreement. (d) The Credit Agent shall have no obligation whatsoever to the Trustee or any duty Noteholder to assure that the Pledged Collateral is genuine or liability owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to any the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Credit Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral and, except as bailee for gross negligence the Trustee for purposes of perfecting the Lien held by the Trustee. (e) The Credit Agent shall not have by reason of the Noteholder Collateral Documents or willful misconduct as determined pursuant to this Agreement or any other document a final non-appealable order fiduciary relationship in respect of a court of competent jurisdiction, the non-possessing Trustee or non-controlling Creditor any Noteholder and the Trustee and the Noteholders hereby waives waive and releases release the other Creditor from, Credit Agent from all claims and liabilities arising pursuant to the possessing or controlling Creditor’s Credit Agent's role under this Section 5.5, as agent and bailee with respect to the Common Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiver.

Bailee for Perfection. Each Creditor (a) The Second Lien Agent hereby appoints the other Creditor as agent for First Lien Agent to hold, and the purposes of perfecting the other Creditor’s Liens in First Lien Agent accepts such appointment and on any agrees to hold, all of the Collateral in the possession or under the control of such Creditor or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor ’s possession or control (or in the possession or control of any Collateral shall not have any duty its agents or liability to protect or preserve any rights pertaining to any bailees) as bailee and agent for the benefit and on behalf of the Second Lien Agent and Noteholders, solely for the purpose of perfecting the security interest granted in such Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing Noteholder Collateral Documents, subject to the terms and conditions of this Section 5.5. (b) Until the First Lien Lender Termination Date, the First Lien Agent shall be entitled to deal with the Collateral in their possession or controlling Creditorcontrol in accordance with the terms of the First Lien Lender Documents. The rights of the Second Lien Agent shall at all times be subject to the terms of this Agreement and to the First Lien Agent’s role rights under the First Lien Lender Documents. (c) The First Lien Agent shall have no obligation whatsoever to the Second Lien Agent or any other Noteholder to assure that the Collateral in the First Lien Agent’s possession or control is genuine or owned by any Obligor or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the First Lien Agent under this Section 5.5 shall be limited solely to holding the Collateral in its possession or control as bailee with respect for the Second Lien Agent for purposes of perfecting the Lien held by the Second Lien Agent and to the Collateral, so long as the possessing or controlling Creditor shall use using the same degree of care with respect thereto to such Collateral as the possessing or controlling Creditor First Lien Agent uses for similar property pledged to the possessing or controlling Creditor it as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which generally. (d) The First Lien Agent and the First Lien Lenders shall not have received final payment in full in cash of all by reason of the First Lien Obligations and Noteholder Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and any other Noteholder. (e) Upon the First Lien Lenders shall have received final payment in full in cash of all of Lender Termination Date, the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) to the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent the Collateral in its possession or control (at Issuer’s expenseor in the possession or control of its agents or bailees) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that together with any necessary endorsements (or otherwise allow the Second Lien Agent is entitled to exercise the rights and take the actions set forth in obtain control of such landlord’s waiver Collateral), or bailee waiveras a court of competent jurisdiction may otherwise direct.

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any (a) The Controlling Collateral Agent agrees to hold all of the Shared Collateral in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of any its agents or bailees) as agent for perfection and bailee for the benefit of and on behalf of the Working Capital Facility Collateral Agent, the Notes Collateral Agent and the Pari Passu Collateral Agent solely for the purpose of perfecting the security interest granted in such Shared Collateral pursuant to the Working Capital Facility Collateral Documents, Notes Collateral Documents and the Pari Passu Collateral Documents (such provision being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the UCC), subject to the terms and conditions of this Section 5.5. (b) The Controlling Collateral Agent shall not have any duty or liability to protect or preserve any rights pertaining obligation whatsoever to any Junior Secured Party to assure that the Shared Collateral in the Controlling Collateral Agent’s possession or control is genuine or owned by any Obligor or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the Controlling Collateral andAgent under this Section 5.5 shall be limited solely to holding the Shared Collateral in its possession or control as agent for perfection and bailee for the Existing Notes Collateral Agent and the Interim Notes Collateral Agent and the Pari Passu Collateral Agent, as applicable, for purposes of perfecting the Lien held by the Existing Notes Collateral Agent and the Interim Notes Collateral Agent and the Pari Passu Collateral Agent, as applicable, and to using the same degree of care with respect to such Shared Collateral as the Controlling Collateral Agent uses for similar property pledged to it as collateral for indebtedness generally. The Controlling Collateral Agent shall not be liable to any Junior Secured Party for any action taken or omitted by it hereunder or in connection herewith, except for to the extent of the Controlling Collateral Agent’s own gross negligence or willful misconduct as determined pursuant to by a final non-appealable order of a court of competent jurisdiction. (c) The Controlling Collateral Agent shall not have, by reason of any document, a fiduciary relationship in respect of any Junior Secured Party. (d) If (i) the Controlling Collateral Agent is the Working Capital Facility Collateral Agent, and if any Notes Obligations remain outstanding upon the Discharge of Working Capital Facility Obligations, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant Working Capital Facility Collateral Agent shall deliver to the possessing Primary Notes Collateral Agent as successor Controlling Collateral Agent the Shared Collateral in its possession or controlling Creditor’s role control (or in the possession or control of its agents or bailees) together with any necessary or reasonably requested endorsements (or otherwise allow the Primary Notes Collateral Agent to obtain control of such Shared Collateral), or as a court of competent jurisdiction may otherwise direct, or (ii) the Controlling Collateral Agent is the Primary Notes Collateral Agent, and if any Pari Passu Indebtedness remains outstanding upon the Discharge of Interim Notes Obligations, the Primary Notes Collateral Agent shall deliver to Pari Passu Collateral Agent the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) together with any necessary or reasonably requested endorsements (or otherwise allow the Pari Passu Collateral Agent to obtain control of such Shared Collateral), or as a court of competent jurisdiction may otherwise direct. The successor Controlling Collateral Agent agrees to hold any Shared Collateral so received from the former Controlling Collateral Agent in its possession or control as bailee with respect for the remaining Authorized Representatives, and to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto to such Shared Collateral as the possessing or controlling Creditor successor Controlling Collateral Agent uses for similar property pledged to the possessing or controlling Creditor it as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waivergenerally.

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any (a) The First Lien Administrative Agent agrees to hold that part of the Collateral that is in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of any Collateral shall not have any duty its agents or liability to protect or preserve any rights pertaining to any of the Collateral andbailees), except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect extent that possession thereof is taken to perfect a Lien thereon under the Uniform Commercial Code (such Collateral being the “Pledged Collateral, so long as ”) for the possessing or controlling Creditor shall use the same degree benefit of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date and on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all behalf of the First Lien Secured Parties, the Second Lien Administrative Agent and the Second Lien Secured Parties and any assignee solely for the purpose of perfecting the security interest granted under the First Lien Collateral Documents and the Second Lien Collateral Documents, subject to the terms and conditions of this Section 5.5. (b) Subject to the terms of this Agreement, until the Discharge of First Lien Obligations and has occurred, the First Lien Administrative Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First Lien Loan Agreements have been terminated, any Collateral in Documents as if the possession or under the control Liens of Second Lien Agent or the Second Lien Creditor Administrative Agent under the Second Lien Collateral Documents did not exist. The rights of the Second Lien Administrative Agent shall at all times be forthwith delivered subject to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent the terms of this Agreement and to the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments Administrative Agent’s rights under the First Lien Loan Agreements have been terminated, Documents. (c) The First Lien Administrative Agent shall have no obligation whatsoever to the First Lien Secured Parties and the Second Lien Administrative Agent or any Second Lien Secured Party to ensure that the Pledged Collateral is genuine or owned by any of the Credit Parties or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the First Lien Administrative Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral for the benefit of and on behalf of the First Lien Secured Parties and the Second Lien Administrative Agent and any permitted assignee in accordance with this Section 5.5. (d) The First Lien Administrative Agent acting pursuant to this Section 5.5 shall not have by reason of the First Lien Collateral Documents, the Second Lien Collateral Documents, this Agreement or any other document or theory a fiduciary relationship in respect of the First Lien Secured Parties, the Second Lien Administrative Agent or any Second Lien Secured Party. (e) Upon the Discharge of First Lien Obligations under the First Lien Loan Documents to which the First Lien Administrative Agent is a party, the First Lien Administrative Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, (i) to the remainder of the Collateral, if any in their possession to Second Lien AgentAdministrative Agent if Second Lien Obligations remain outstanding, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by to the Borrower (or the applicable pledgor) if no First Lien Obligations or Second Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged Collateral). The First Lien Administrative Agent further agrees to take all other action reasonably requested by such Person in connection with such Person obtaining a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding (at Issuerx) the “first in time” filing of the First Lien Administrative Agent’s expenseLiens upon the Pledged Collateral and (y) anything in Section 7.3 to each landlord the contrary, after the Discharge of First Lien Obligations, the First Lien Administrative Agent agrees that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that the Second Lien Agent is Administrative Agent’s Liens upon the Pledged Collateral shall rank pari passu with the First Lien Administrative Agent’s Liens on the Pledged Collateral to the extent the First Lien Administrative Agent’s Liens remain in effect to secure any First Lien Obligations (such as Specified Hedge Agreements) still in effect after the Discharge of First Lien Obligations. After the Discharge of First Lien Obligations, subject to Section 5.6, any remaining First Lien Obligations (such as Specified Hedge Agreements) shall not be entitled to exercise any benefits under this Agreement other than the rights and take right to be secured on a pari passu basis with the actions set forth in such landlord’s waiver or bailee waiverSecond Lien Obligations on terms no more disadvantageous than those of any other Second Lien Obligations.

Bailee for Perfection. (a) Each Secured Creditor hereby appoints agrees to hold the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any of the Pledged Collateral in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of any Collateral shall not have any duty its agents or liability to protect or preserve any rights pertaining to any of the Collateral and, except bailees) as bailee for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims Secured Creditors and liabilities arising any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the possessing applicable Secured Loan Documents, subject to the terms and conditions of this Section. (b) Until Payment in Full of their Secured Obligations, only the Priority Secured Creditors shall be entitled to deal with the Pledged Collateral in accordance with the terms of their Secured Loan Documents as if the Lien of the Junior Secured Creditors under their Secured Loan Documents did not exist. The rights of the Junior Secured Creditors shall at all times be subject to the terms of this Agreement. (c) No Secured Creditor shall have any obligation whatsoever to any other Secured Creditor to assure that the Pledged Collateral is genuine or controlling Creditor’s role owned by the Company or any of its Subsidiaries or to preserve rights or benefits of any Person except as expressly set forth in this Section. The duties or responsibilities of any Secured Creditor under this Section shall be limited solely to holding the Pledged Collateral as bailee with respect to for the Collateral, so long as other Secured Creditors for purposes of perfecting the possessing or controlling Lien held by the other Secured Creditors. (d) No Secured Creditor shall use the same degree have by reason of care with this Agreement or any other document any fiduciary relationship in respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling any other Secured Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment . (e) Once Payment in full in cash of all Full of the First Lien Secured Obligations and has occurred, the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) to the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent the Pledged Collateral held by it together with any necessary endorsements (at Issuer’s expensewithout recourse or warranty) to each landlord that or as a court of competent jurisdiction may otherwise direct. Once Payment in Full of the Second Secured Obligations has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that occurred, the Second Lien Agent is entitled shall deliver to exercise the rights and take CMP the actions set forth Pledged Collateral held by it together with any necessary endorsements (without recourse or warranty) or as a court of competent jurisdiction may otherwise direct. Once Payment in such landlord’s waiver Full of the Third Secured Obligations has occurred, CMP shall deliver to CSCL the Pledged Collateral held by it together with any necessary endorsements (without recourse or bailee waiverwarranty) or as a court of competent jurisdiction may otherwise direct.

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any (i) The ABL Collateral Agent agrees to hold that part of the ABL Priority Collateral that is in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor 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 (such ABL Priority Collateral being the “Pledged ABL Priority Collateral”) as collateral agent for the ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Term Collateral Agent (on behalf of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority Collateral, in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Documents, the Term Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). Following the Discharge of ABL Obligations, the Term Collateral Agent agrees to hold the Pledged ABL Priority Collateral as collateral agent for the Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the Term Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). As security for the payment and performance in full of all the Notes Obligations and Term Obligations each Grantor hereby grants to the ABL Collateral Agent for the benefit of the Notes Secured Parties and the Term Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. (ii) Subject to the terms of this Agreement, (x) until the Discharge of ABL Obligations has occurred, the ABL Collateral Agent shall be entitled to deal with the Pledged ABL Priority Collateral in accordance with the terms of the ABL Documents as if the Liens of the Term Collateral Agent under the Term Security Documents and the Liens of the Notes Collateral Agent under the Notes Security Documents did not exist and (y) following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, the Term Collateral Agent shall be entitled to deal with the Pledged ABL Priority Collateral in accordance with the terms of the Term Documents as if the Liens of the Notes Collateral Agent under the Notes Security Documents did not exist. The rights of the Term Collateral Agent and the Notes Collateral Agent shall at all times be subject to the terms of this Agreement and to the ABL Collateral Agent’s rights under the ABL Documents. (iii) The ABL Collateral Agent shall have no obligation whatsoever to any ABL Secured Party, the Term Collateral Agent, any Term Secured Party, the Notes Collateral Agent or any Notes Secured Party to ensure that the Pledged ABL 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 3.4(f). The duties or responsibilities of the ABL Collateral Agent under this Section 3.4(f) shall be limited solely to holding the Pledged ABL Priority Collateral as bailee or agent in accordance with this Section 3.4(f). The Term Collateral Agent shall have no obligation whatsoever to any Term Secured Party, the Notes Collateral Agent or any Notes Secured Party to ensure that the Pledged ABL 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 3.4(f). The duties or responsibilities of the Term Collateral Agent under this Section 3.4(f) shall be limited solely to holding the Pledged ABL Priority Collateral as bailee or agent in accordance with this Section 3.4(f). (iv) The ABL Collateral Agent acting pursuant to this Section 3.4(f) shall not have any duty or liability to protect or preserve any rights pertaining to any by reason of the ABL Security Documents, the Term Security Documents, the Notes Security Documents, this Agreement or any other document a fiduciary relationship in respect of any ABL Secured Party, the Term Collateral andAgent, except for gross negligence any Term Secured Party, the Notes Collateral Agent or willful misconduct as determined any Notes Secured Party. The Term Collateral Agent acting pursuant to this Section 3.4(f) shall not have by reason of the Term Security Documents, the Notes Security Documents, this Agreement or any other document a final non-appealable order fiduciary relationship in respect of any Term Secured Party, the Notes Collateral Agent or any Notes Secured Party. (v) Upon the Discharge of ABL Obligations under the ABL Documents to which the ABL Collateral Agent is a party, the ABL Collateral Agent shall deliver or cause to be delivered the remaining Pledged ABL Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements, first, to the Term Collateral Agent to the extent Term Obligations remain outstanding, second, to the Notes Collateral Agent to the extent Notes Obligations remain outstanding, and third, to the applicable Grantor to the extent no ABL Obligations, Term Obligations or Notes Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged ABL Priority Collateral) and will cooperate with the Term Collateral Agent or Notes Collateral Agent, as applicable, in assigning (without recourse to or warranty by the ABL Collateral Agent or any ABL Secured Party or agent or bailee thereof) control over any other Pledged ABL Priority Collateral under its control. The ABL Collateral Agent further agrees to take all other action reasonably requested by such Person in connection with such Person obtaining a first priority interest in the Pledged ABL Priority Collateral or as a court of competent jurisdictionjurisdiction may otherwise direct. Following the Discharge of ABL Obligations and upon the Discharge of Term Obligations under the Term Documents to which the Term Collateral Agent is a party, the non-possessing Term Collateral Agent shall deliver or non-controlling Creditor hereby waives cause to be delivered the remaining Pledged ABL Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements, first, to the Notes Collateral Agent to the extent Notes Obligations remain outstanding, and releases second, to the applicable Grantor to the extent no Term Obligations or Notes Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged ABL Priority Collateral) and will cooperate with the Notes Collateral Agent in assigning (without recourse to or warranty by the Term Collateral Agent or any Term Secured Party or agent or bailee thereof) control over any other Creditor fromPledged ABL Priority Collateral under its control. The Term Collateral Agent further agrees to take all other action reasonably requested by such Person in connection with such Person obtaining a first priority interest in the Pledged ABL 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 Obligations remain outstanding upon the Discharge of ABL Obligations, all claims rights of the ABL Collateral Agent hereunder and liabilities arising pursuant to under the possessing Term Security Documents, the ABL Security Documents or controlling Creditor’s role as bailee the Notes Security Documents (1) with respect to the delivery and control of any part of the ABL Priority Collateral, so long and (2) to direct, instruct, vote upon or otherwise influence the maintenance or disposition of such ABL Priority Collateral, shall immediately, and (to the extent permitted by law) without further action on the part of either of the Term Collateral Agent, the ABL Collateral Agent or the Notes Collateral Agent, pass to the Term Collateral Agent, who shall thereafter hold such rights for the benefit of the Term Secured Parties and as the possessing or controlling Creditor shall use the same degree of care bailee for and, with respect thereto to any collateral that cannot be perfected in such manner, as agent for, the possessing or controlling Creditor uses for similar property pledged to Notes Secured Parties. Each of the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien ABL Collateral Agent and the First Lien Lenders shall have received final payment in full in cash Grantors agrees that it will, if any Term Obligations or Notes Obligations remain outstanding upon the Discharge of all of ABL Obligations, take any other action required by any law or reasonably requested by the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Term Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Notes Collateral Agent, except as otherwise may be required by applicable law or court order. After in connection with the Term Collateral Agent’s establishment and perfection of a First Lien Agent Priority security interest in the ABL Priority Collateral and the First Lien Lenders Notes Collateral Agent’s establishment and perfection of a Second Priority security interest in the ABL Priority Collateral. (vii) Notwithstanding anything to the contrary contained herein, if for any reason, prior to the Discharge of Term Obligations, the ABL Collateral Agent or the Notes Collateral Agent acquires possession of any Pledged Term Priority Collateral, the ABL Collateral Agent or the Notes Collateral Agent shall have received final payment hold same as bailee and/or agent to the same extent as is provided in full in cash of all of preceding clause (i) with respect to Pledged ABL Priority Collateral, provided that as soon as is practicable the First Lien Obligations and ABL Collateral Agent or the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Notes Collateral Agent shall deliver (i) or cause to be delivered such Pledged Term Priority Collateral to the remainder Term Collateral Agent in a manner otherwise consistent with the requirements of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and preceding clause (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverv).

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any of the Collateral in the possession or under the control of such Creditor or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of any Collateral shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-non- appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s Borrower’ expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiver.

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any (i) The Term Collateral Agent agrees to hold that part of the TL Priority Collateral that is in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor 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 (such TL Priority Collateral being the “Pledged TL Priority Collateral”) as collateral agent for the Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the ABL Collateral Agent (on behalf of the ABL Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged TL Priority Collateral, in each case solely for the purpose of perfecting the security interest granted under the Term Documents, the ABL Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 2.4(f). Following the Discharge of Term Obligations, the ABL Collateral Agent agrees to hold the Pledged TL Priority Collateral as collateral agent for the ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be per- fected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the ABL Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 2.4(f). As security for the payment and performance in full of all the Notes Obligations and ABL Obligations each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties and the ABL Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged TL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants to the ABL Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged TL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. (ii) Subject to the terms of this Agreement, (x) until the Discharge of Term Obligations has occurred, the Term Collateral Agent shall be entitled to deal with the Pledged TL Priority Collateral in accordance with the terms of the Term Documents as if the Liens of the ABL Collateral Agent under the ABL Security Documents and the Liens of the Notes Collateral Agent under the Notes Security Documents did not exist and (y) following the Discharge of Term Obligations and until the Discharge of ABL Obligations has occurred, the ABL Collateral Agent shall be entitled to deal with the Pledged TL Priority Collateral in accordance with the terms of the ABL Documents as if the Liens of the Notes Collateral Agent under the Notes Security Documents did not exist. The rights of the ABL Collateral Agent and the Notes Collateral Agent shall at all times be subject to the terms of this Agreement and to the Term Collateral Agent’s rights under the Term Documents. (iii) The Term Collateral Agent shall have no obligation whatsoever to any Term Secured Party, the ABL Collateral Agent, any ABL Secured Party, the Notes Collateral Agent or any Notes Secured Party to ensure that the Pledged TL 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 2.4(f). The duties or responsibilities of the Term Collateral Agent under this Section 2.4(f) shall be limited solely to holding the Pledged TL Priority Collateral as bailee or agent in accordance with this Section 2.4(f). The ABL Collateral Agent shall have no obligation whatsoever to any ABL Secured Party, the Notes Collateral Agent or any Notes Secured Party to ensure that the Pledged TL 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 2.4(f). The duties or responsibilities of the ABL Collateral Agent under this Section 2.4(f) shall be limited solely to holding the Pledged TL Priority Collateral as bailee or agent in accordance with this Section 2.4(f). (iv) The Term Collateral Agent acting pursuant to this Section 2.4(f) shall not have any duty or liability to protect or preserve any rights pertaining to any by reason of the Term Security Documents, the ABL Security Documents, the Notes Security Documents, this Agreement or any other document a fiduciary relationship in respect of any Term Secured Party, the ABL Collateral andAgent, except for gross negligence any ABL Secured Party, the Notes Collateral Agent or willful misconduct as determined any Notes Secured Party. The ABL Collateral Agent acting pursuant to this Section 2.4(f) shall not have by reason of the ABL Security Documents, the Notes Security Documents, this Agreement or any other document a final non-appealable order fiduciary relationship in respect of any ABL Secured Party, the Notes Collateral Agent or any Notes Secured Party. (v) Upon the Discharge of Term Obligations under the Term Documents to which the Term Collateral Agent is a party, the Term Collateral Agent shall deliver or cause to be delivered the remaining Pledged TL Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements, first, to the ABL Collateral Agent to the extent ABL Obligations remain outstanding, second, to the Notes Collateral Agent to the extent Notes Obligations remain outstanding and third, to the applicable Grantor to the extent no Term Obligations, ABL Obligations or Notes Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged TL Priority Collateral) and will cooperate with the ABL Collateral Agent or Notes Collateral Agent, as applicable, in assigning (without recourse to or warranty by the Term Collateral Agent or any Term Secured Party or agent or bailee thereof) control over any other Pledged TL Priority Collateral under its control. The Term Collateral Agent further agrees to take all other action reasonably requested by such Person in connection with such Person obtaining a first priority interest in the Pledged TL Priority Collateral or as a court of competent jurisdictionjurisdiction may otherwise direct. Following the Discharge of Term Obligations and upon the Discharge of ABL Obligations under the ABL Documents to which the ABL Collateral Agent is a party, the non-possessing ABL Collateral Agent shall deliver or non-controlling Creditor hereby waives cause to be delivered the remaining Pledged TL Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements, first, to the Notes Collateral Agent to the extent Notes Obligations remain outstanding, and releases second, to the applicable Grantor to the extent no ABL Obligations or Notes Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged TL Priority Collateral) and will cooperate with the Notes Collateral Agent in assigning (without recourse to or warranty by the ABL Collateral Agent or any ABL Secured Party or agent or bailee thereof) control over any other Creditor fromPledged TL Priority Collateral under its control. The ABL Collateral Agent further agrees to take all other action reasonably requested by such Person in connection with such Person obtaining a first priority interest in the Pledged TL Priority Collateral or as a court of competent jurisdiction may otherwise direct. (vi) Notwithstanding anything to the contrary herein, if, for any reason, any ABL Obligations remain outstanding upon the Discharge of Term Obligations, all claims rights of the Term Collateral Agent hereunder and liabilities arising pursuant to under the possessing Term Security Documents, the ABL Security Documents or controlling Creditor’s role as bailee the Notes Security Documents (1) with respect to the delivery and control of any part of the TL Priority Collateral, so long and (2) to direct, instruct, vote upon or otherwise influence the maintenance or disposition of such TL Priority Collateral, shall immediately, and (to the extent permitted by law) without further action on the part of either of the Notes Collateral Agent, the ABL Collateral Agent or the Term Collateral Agent, pass to the ABL Collateral Agent, who shall thereafter hold such rights for the benefit of the ABL Secured Parties and as the possessing or controlling Creditor shall use the same degree of care bailee for and, with respect thereto to any collateral that cannot be perfected in such manner, as agent for, the possessing or controlling Creditor uses for similar property pledged to Notes Secured Parties. Each of the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Term Collateral Agent and the First Lien Lenders shall have received final payment in full in cash Grantors agrees that it will, if any ABL Obligations or Notes Obligations remain outstanding upon the Discharge of all of Term Obligations, take any other action required by any law or reasonably requested by the First Lien Obligations and the First Lien Loan Agreements have been terminated, any ABL Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Notes Collateral Agent, except as otherwise may be required by applicable law or court order. After in connection with the ABL Collateral Agent’s establishment and perfection of a First Lien Agent Priority security interest in the TL Priority Collateral and the First Lien Lenders shall have received final payment Notes Collateral Agent’s establishment and perfection of a Second Priority security interest in full in cash of all the TL Priority Collateral. (vii) Notwithstanding anything to the contrary contained herein, if for any reason, prior to the Discharge of the First Lien Obligations and ABL Obligations, the loan commitments under Term Collateral Agent or the First Lien Loan Agreements have been terminatedNotes Collateral Agent acquires possession of any Pledged ABL Priority Collateral, First Lien the Term Collateral Agent or the Notes Collateral Agent shall hold same as bailee and/or agent to the same extent as is provided in the preceding clause (i) with respect to Pledged TL Priority Collateral, provided that as soon as is practicable the Term Collateral Agent or the Notes Collateral Agent shall deliver (i) or cause to be delivered such Pledged ABL Priority Collateral to the remainder ABL Collateral Agent in a manner otherwise consistent with the requirements of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and preceding clause (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverv).

Bailee for Perfection. Each Creditor hereby appoints (a) The First Lien Claimholder Representative agrees to hold the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any Pledged Collateral that is part of the Common Collateral in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of its agents or bailees) as bailee for the First Lien Claimholders and the Second Lien Collateral Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the First Lien Collateral Documents and the Second Lien Pledge Agreement, subject to the terms and conditions of this Section 4.5. (b) Until the Discharge of First Lien Obligations has occurred, the First Lien Claimholder Representative shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First Lien Credit Documents as if the Liens of the Second Lien Collateral Trustee under the Second Lien Collateral Documents did not exist. The rights of the Second Lien Collateral Trustee shall at all times be subject to the terms of this Agreement and to the First Lien Claimholder Representative's rights under the First Lien Credit Documents. (c) The First Lien Claimholder Representative shall have no obligation whatsoever to the First Lien Claimholders and the Second Lien Collateral Trustee or any Second Lien Claimholder to assure that the Pledged 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 4.5. The duties or responsibilities of the First Lien Collateral Representative under this Section 4.5 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 4.5. (d) The First Lien Collateral Representative acting pursuant to this Section 4.5 shall not have any duty or liability to protect or preserve any rights pertaining to any by reason of the Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment Collateral Documents and the Second Lien Collateral Documents or this Agreement or any other document a fiduciary relationship in full in cash respect of all the First Lien Claimholders, the Second Lien Collateral Trustee, any Second Lien Claimholder or any other First Lien Claimholder Representative. (e) Upon the Discharge of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, Credit Documents to which the First Lien Agent Collateral Representative is a party, such First Lien Collateral Representative shall deliver the remaining Pledged Collateral (iif any) together with any necessary endorsements, first, to any other First Lien Collateral Representative to the remainder of extent First Lien Obligations remain outstanding, second, to the Collateral, if any in their possession to Second Lien AgentCollateral Trustee to the extent Second Lien Obligations remain outstanding, except and third, to Parent to the extent no First Lien Obligations or Second Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged Collateral). Such First Lien Collateral Representative further agrees to take all other action reasonably requested by such Person in connection with the such Person obtaining a first-priority interest in the Common Collateral or as a court of competent jurisdiction may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverdirect.

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any (a) The First Lien Agent agrees to hold that part of the Collateral that is in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of any its agents or bailees), to the extent that possession thereof is taken to perfect a Lien thereon under the Uniform Commercial Code (such Collateral shall not have any duty or liability to protect or preserve any rights pertaining to any being the "PLEDGED COLLATERAL") for the benefit of and on behalf of the Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdictionFirst Lien Secured Parties, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Second Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or Secured Parties and any assignee solely for the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and purpose of perfecting the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments security interest granted under the First Lien Loan Agreements Documents and the Second Lien Loan Documents, subject to the terms and conditions of this Section 5.5. (b) Subject to the terms of this Agreement, until the Discharge of First Lien Obligations has occurred, the First Lien Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First Lien Loan Documents as if the Liens of the Second Lien Agent under the Second Lien Security Documents did not exist. The rights of the Second Lien Agent shall at all times be subject to the terms of this Agreement and to the First Lien Agent's rights under the First Lien Loan Documents. (c) The First Lien Agent shall have been terminatedno obligation whatsoever to the First Lien Secured Parties and the Second Lien Agent or any Second Lien Secured Party to ensure that the Pledged Collateral is genuine or owned by any of the Loan Parties or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the First Lien Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral for the benefit of and on behalf of the First Lien Secured Parties and the Second Lien Agent and any permitted assignee in accordance with this Section 5.5. (d) The First Lien Agent acting pursuant to this Section 5.5 shall not have by reason of the First Lien Security Documents, the Second Lien Security Documents, this Agreement or any other document or theory a fiduciary relationship in respect of the First Lien Secured Parties, the Second Lien Agent or any Second Lien Secured Party. (e) Upon the Discharge of First Lien Obligations under the First Lien Loan Documents to which the First Lien Agent is a party, the First Lien Agent shall deliver the remaining Pledged Collateral (iif any) together with any necessary endorsements, first, to the remainder Second Lien Agent to the extent Second Lien Obligations remain outstanding, and second, to the Borrower to the extent no First Lien Obligations (other than contingent indemnification obligations as to which no claim has been asserted) or Second Lien Obligations (other than contingent indemnification obligations as to which no claim has been asserted) remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged Collateral). The First Lien Agent further agrees to take all other action reasonably requested by such Person in connection with such Person obtaining, as applicable, a first-priority security interest in, ownership or release of the CollateralCollateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding the first in time filing of the First Lien Agent's Liens upon the Pledged Collateral and notwithstanding anything in Section 7.3 to the contrary, if any in their possession to after the Discharge of First Lien Obligations the First Lien Agent agrees that the Second Lien Agent's Liens upon the Pledged Collateral shall rank pari passu with the First Lien Agent's Liens on the Pledged Collateral to the extent the First Lien Agent's Liens remain in effect to secure any First Lien Obligations (such as Hedging Agreements) still in effect after the Discharge of First Lien Obligations. After the Discharge of First Lien Obligations, except subject to Section 5.6, any remaining First Lien Obligations (such as may otherwise Hedging Agreements) shall not be required by applicable law or court order and (ii) entitled to any benefits under this Agreement other than the right to be secured on a written notice prepared by pari passu basis with the Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Obligations on terms no less advantageous than those of any other Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverObligations.

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent (a) Solely for the purposes purpose of perfecting the other Creditor’s Liens security interest granted in such Pledged Collateral pursuant to the Noteholder Collateral Documents, and on any subject to the terms and conditions of this Section 5.5, the Administrative Agent agrees: (i) to hold the Pledged Collateral that is part of the Common Collateral in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of its agents or bailees) as bailee for the Trustee and any assignee, (ii) with respect to any securities accounts included in the Collateral, it has "control" within the meaning of Section 8-106(d)(3) of such securities accounts on behalf of the Trustee and any assignee and (iii) with respect to any deposit accounts included in the Collateral, it is acting as agent for the Trustee and any assignee. (b) The rights of the Trustee shall at all times be subject to the terms of this Agreement and to the Administrative Agent's rights under the Loan Documents. (c) The Administrative Agent shall have no obligation whatsoever to the Trustee or any Noteholder to assure that the Pledged Collateral is genuine or owned by any Obligor or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the Administrative Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee for purposes of perfecting the Lien held by the Trustee. (d) The Administrative Agent shall not have any duty or liability to protect or preserve any rights pertaining to any by reason of the Noteholder Collateral andDocuments or this Agreement or any other document a fiduciary relationship in respect of the Trustee or any Noteholder. (e) Upon the Discharge of Lender Claims, except for gross negligence the Administrative Agent shall deliver to the Trustee, at the sole cost and expense of the Borrower, the Pledged Collateral in its possession together with any necessary endorsements (or willful misconduct otherwise allow the Trustee to obtain control of such Pledged Collateral) to the extent required by the Noteholder Documents or as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as jurisdiction may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverdirect.

Bailee for Perfection. (a) Each Creditor hereby appoints of the Agents (other Creditor as agent for than the purposes Revolving Collateral Agent with respect to ABL Priority Collateral in the case of perfecting the other Creditor’s Liens in and on any Crack Spread Hedging Secured Party) agrees to hold that part of the Collateral that is in the its possession or under the control of such Creditor control, or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of any its agents or bailees (such Collateral being called the “Pledged Collateral”), as collateral agent for its Related Secured Parties and as gratuitous bailee for the Agent of the other Class (such bailment being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the UCC) solely for the purpose of perfecting the security interest granted under the Credit Documents of such other Class, subject to the terms and conditions of this Section. (b) No Agent shall not have any duty obligation whatsoever to its Related Secured Parties or liability to protect any Secured Party of the other Class to ensure that the Pledged Collateral is genuine or preserve any rights pertaining to owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section. The duties or responsibilities of any Agent to any Secured Party of the other Class under this Section shall be limited solely to holding the Pledged Collateral andin its possession or under its control as gratuitous bailee in accordance with this Section and delivering such Pledged Collateral upon the Discharge of Obligations of the applicable Class as provided in Section 4.03. (c) No Agent acting pursuant to this Section shall have by reason of any Credit Document, except for this Agreement or any other document or agreement a fiduciary relationship in respect any Secured Party or any liability to any Secured Party, absent gross negligence or willful misconduct on the part of such Agent, as determined pursuant to by a final final, non-appealable order judgment of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant . (d) Subject to the possessing or controlling Creditor’s role as bailee with respect to the Collateralterms of this Agreement, so long as the possessing Discharge of Obligations of the applicable Class has not occurred, each Agent shall be entitled to deal with the Pledged Collateral or controlling Creditor shall use other Collateral within its “control” in accordance with the same degree terms of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent this Agreement and the First Lien Lenders shall have received final payment in full in cash of all Credit Documents of the First Lien Obligations and applicable Class. Upon the First Lien Loan Agreements have been terminatedDischarge of such Obligations, any Collateral such Agent shall, at the expense of the Grantors, take such other actions as are reasonably requested by the Grantors or other Agent in the connection with such other Agent obtaining a first-priority interest in, or possession or under the control control, of Second Lien Agent such Pledged Collateral or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the such other Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiver.

Bailee for Perfection. Each Creditor (a) Until the Discharge of Senior Facilities Obligations, the Senior Collateral Agent agrees (i) to acquire, and hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any of the acknowledges it holds, all Pledged Collateral in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of its agents or bailees) on behalf of itself, the other Senior Creditors, the CDF2 Loan Creditors, CHG and the other Junior Creditors and any permitted assignee and (ii) to be the collateral agent on behalf of itself, the other Senior Creditors, the CDF2 Loan Creditors, CHG and the Junior Creditors and any permitted assignee with respect to any deposit account or securities account included in the Pledged Collateral, in each case, solely for the purpose of perfecting the security interest granted in such Pledged Collateral under the Senior Documents, the CDF2 Loan Documents and the CHG Lease Facility Documents, subject to the terms and conditions of this Section 7.5. (b) Until the Discharge of Senior Obligations has occurred, the Senior Collateral Agent shall be entitled to deal with the Pledged Collateral in its possession or under its control in accordance with the terms of the Senior Documents and this Agreement as if the Liens of the CDF2 Loan Creditors under the CDF2 Loan Security Documents and CHG and the other Junior Creditors under the CHG Lease Security Documents did not exist. The rights of the CDF2 Loan Creditors and CHG and the other Junior Creditors shall at all times be subject to the terms of this Agreement and to the Senior Collateral Agent's rights under the Senior Credit Documents. (c) The Senior Collateral Agent shall have no obligation whatsoever to the CDF2 Loan Creditors, CHG or the other Junior Creditors to assure that the Pledged Collateral in its possession or under its control 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 7.5. The duties or responsibilities of the Senior Collateral Agent under this Section 7.5 shall be limited solely to holding the Pledged Collateral as bailee, and controlling deposits accounts and securities accounts as collateral agent, in each case, in accordance with this Section 7.5. (d) The Senior Collateral Agent, acting pursuant to this Section 7.5, shall not have any duty or liability to protect or preserve any rights pertaining to any by reason of the CDF2 Loan Security Documents, the CHG Lease Security Documents, this Agreement or any other document, a fiduciary relationship in respect of the CDF2 Loan Creditors, CHG or any Junior Creditor. (e) Upon the Discharge of Senior Facilities Obligations, the Senior Collateral andAgent shall deliver the remaining Pledged Collateral (if any) (or proceeds thereof) together with any necessary endorsements, except for gross negligence first, to CHG, if any CHG Lease Obligations remain outstanding, and second, to the Borrower or willful misconduct the relevant Grantor if no CHG Lease Obligations remain outstanding (in each case, so as determined pursuant to allow such Person to obtain possession or control of such Pledged Collateral). The Senior Collateral Agent further agrees to take all other action reasonably requested by such Person in connection with such Person's obtaining a final nonfirst-appealable order of priority interest in the Pledged Collateral or as a court of competent jurisdictionjurisdiction may otherwise direct. (f) If any Pledged Collateral is delivered to CHG under Section 7.5(e) above, then, upon the non-possessing Discharge of CHG Lease Obligations, CHG shall deliver the remaining Pledged Collateral (if any) (or non-controlling proceeds thereof) together with any necessary endorsements, to the Borrower or the relevant Grantor (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral). CHG further agrees to take all other action reasonably requested by Borrower to allow such Person to obtain possession or control of such Pledged Collateral or as a court of competent jurisdiction may otherwise direct. (g) Each of the Borrower, CHG and each Junior Creditor hereby waives authorizes the Senior Collateral Agent, on behalf of itself and releases the other Creditor fromSenior Creditors, to exercise all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role of such Person's rights as bailee a secured creditor with respect to the CollateralHoldings Operating Account under the CDF2 Loan Documents or the CHG Lease Facility Documents, so long as the possessing case may be, and agrees to take all lawful actions under the CDF2 Loan Documents or controlling Creditor shall use the same degree of care CHG Lease Facility Documents, as the case may be, as the Senior Collateral Agent may direct with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverHoldings Operating Account.

Bailee for Perfection. (i) Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any First Priority Collateral Agent agrees to hold that part of the Notes Collateral that is in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of any its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such Notes Collateral shall not have any duty or liability to protect or preserve any rights pertaining to any of being the Collateral “Pledged Notes Collateral”) as collateral agent for the First Priority Secured Parties and as bailee for and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to any collateral that cannot be perfected in such manner, as agent for, the ABL Facility Agent (on behalf of the ABL Secured Parties) and the Junior Lien Collateral Agent (on behalf of the Junior Lien Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged Notes Collateral, so long in each case solely for the purpose of perfecting the security interest granted under the First Priority Documents, the ABL Documents and the Notes Documents, as applica- ble, subject to the possessing or controlling Creditor shall use terms and conditions of this Section 2.4(f). Following the same degree Discharge of care First Priority Lien Obligations, the ABL Facility Agent agrees to hold the Pledged Notes Collateral as collateral agent for the ABL Secured Parties and as bailee for and, with respect thereto to any collateral that cannot be perfected in such manner, as agent for, the possessing or controlling Creditor uses Junior Lien Collateral Agent (on behalf of the Junior Lien Secured Parties) and any assignee thereof solely for similar property pledged the purpose of perfecting the security interest granted under the ABL Documents and the Notes Documents, as applicable, subject to the possessing or controlling Creditor as collateral terms and conditions of this Section 2.4(f). As security for indebtedness the payment and per- formance in full of others all the Junior Lien Obligations and ABL Obligations each Grantor hereby grants to the possessing or controlling Creditor. Prior to First Priority Collateral Agents for the date on which First benefit of the Junior Lien Agent Secured Parties and the First Lien Lenders shall have received final payment ABL Secured Parties a lien on and security interest in full in cash of all of the First Lien Obligations right, title and the First Lien Loan Agreements have been terminatedinterest of such Grantor, any Collateral in the possession or and to and under the control of Second Lien Agent Pledged Notes Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security for the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent payment and the First Lien Lenders shall have received final payment performance in full of all the Junior Lien Obligations, each Grantor hereby grants to the ABL Facility Agent for the benefit of the Junior Lien Secured Parties a lien on and security interest in cash of all of the First Lien Obligations right, title and the loan commitments interest of such Grantor, in and to and under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession Pledged Notes Collat- eral wherever located and whether now existing or hereafter arising or acquired from time to Second Lien Agent, except as may otherwise be required by applicable law or court order and time. (ii) a written notice prepared by Second Subject to the terms of this Agreement, (x) until the Discharge of First Priority Lien Agent (at Issuer’s expense) to each landlord that Obligations has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is occurred, the First Priority Collateral Agents shall be entitled to exercise deal with the rights Pledged Notes Collateral in accordance with the terms of the First Priority Docu- ments as if the Liens of the ABL Facility Agent under the ABL Security Documents and take the actions set forth in such landlord’s waiver or bailee waiver.Liens of the Junior Lien Collateral Agent under the Notes Security Documents did not exist and

Bailee for Perfection. Each Creditor hereby appoints (a) The Agent agrees to hold the other Creditor Pledged Collateral that is part of the Collateral in its possession as agent bailee for the Collateral Agent under Section 9-313(c)(2) of the Uniform Commercial Code solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Pledge Agreement, subject to the terms and conditions of this Section 5.5, it being understood that the Agent will have no duty to the Collateral Agent, the Trustee or any Noteholder in connection with such possession. (b) Until the Discharge of Senior Lender Claims has occurred, the Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Lien of the Collateral Agent under the Noteholder Pledge Agreement did not exist. The rights of the Collateral Agent, the Noteholders and Trustee shall at all times be subject to the terms of this Agreement. (c) The Agent shall have no obligation whatsoever to the Collateral Agent, the Trustee or any Noteholder to assure that the Pledged Collateral is genuine or owned by any Obligor or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Collateral Agent for purposes of perfecting the Lien held by the Collateral Agent. (d) The Agent shall not have by reason of the Noteholder Pledge Agreement or this Agreement or any other Creditor’s Liens document a fiduciary relationship in and on any respect of the Collateral in the possession or under the control of such Creditor or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in Trustee or any Noteholder. (e) Upon the possession or control Discharge of any Collateral Senior Lender Claims, the Agent shall not have any duty or liability deliver to protect or preserve any rights pertaining to any of the Collateral andAgent the Pledged Collateral together with any necessary endorsements, except for gross negligence as otherwise required by the UCC or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as jurisdiction may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverdirect.

Bailee for Perfection. Each Creditor hereby appoints (a) Senior Agent agrees to hold the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any Pledged Collateral that is part of the Collateral in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of its agents or bailees) as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Pledge Agreement, subject to the terms and conditions of this Section 5.5. (b) Until the Discharge of Senior Lender Claims has occurred, the Senior Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents. The rights of the Trustee shall at all times be subject to the terms of this Agreement and to the Senior Agent's rights under the Senior Lender Documents. (c) The Senior Agent shall have no obligation whatsoever to the Trustee or any Noteholder to assure that the Pledged 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 5.5. The duties or responsibilities of the Senior Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee for purposes of perfecting the Lien held by the Trustee. (d) The Senior Agent shall not have any duty or liability to protect or preserve any rights pertaining to any by reason of the Noteholder Collateral andDocuments or this Agreement or any other document a fiduciary relationship in respect of the Trustee or any Noteholder. The Trustee shall not have by reason of the Senior Lender Documents or this Agreement or any other document a fiduciary relationship in respect of the Senior Agent or the Senior Lenders. (e) Upon the Discharge of Senior Lender Claims, except for gross negligence the Senior Agent shall deliver to the Trustee the remaining Pledged Collateral (if any), together with any necessary endorsements (or willful misconduct otherwise allow the Trustee to obtain control of such Pledged Collateral) or as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as jurisdiction may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverdirect.

Bailee for Perfection. Each Creditor hereby appoints (a) Except with respect to cash collateral held pursuant to the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any of the Collateral in the possession or under the control of such Creditor or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control terms of the First Lien Agent; providedRevolving Credit Agreement as in effect on the date hereof, that, each First Lien Collateral Agent agrees to hold that part of the Creditor 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 PPSA, as applicable, or any similar applicable law (such Collateral being the “Pledged Collateral”), as collateral agent for the First Lien Claimholders and as bailee and agent for the Second Lien Collateral Agents (such bailment being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the UCC or any comparable provisions of the PPSA, as applicable, or any similar applicable law), and any assignee of such First Lien Collateral Agent solely for the purpose of perfecting the security interest granted under the First Lien Documents and the Second Lien Documents, respectively shall be subject to the terms and conditions of this Section 5.4. Each Second Lien Collateral Agent, for itself and on behalf of the Second Lien Claimholders with respect to which such Second Lien Collateral Agent is acting as Agent, appoints each First Lien Collateral Agent as its agent solely for the purpose of perfecting its security interest in the Pledged Collateral, including Deposit Accounts and Securities Accounts (as such terms are defined in the UCC) and Accounts and Securities Accounts (as such terms are defined in the PPSA) or such similar terms as may be used in any similar applicable law maintained with such First Lien Collateral Agent. (b) No First Lien Collateral Agent shall have any obligation whatsoever to the other First Lien Collateral Agents, the First Lien Claimholders, the Second Lien Collateral Agents or the Second Lien Claimholders to ensure that the Pledged 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 5.4. The duties or responsibilities of each First Lien Collateral Agent under this Section 5.4 shall be limited solely to holding the Pledged Collateral as bailee and agent in accordance with this Section 5.4 and delivering the Pledged Collateral in its possession upon a Discharge of First Lien Obligations as provided in paragraph (d) below. (c) Any First Lien Collateral Agent acting pursuant to this Section 5.4 shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all by reason of the First Lien Obligations and Collateral Documents, the Second Lien Collateral Documents, this Agreement or any other document a fiduciary relationship in respect of the other First Lien Collateral Agents, the First Lien Loan Agreements have been terminatedClaimholders, any Collateral in the possession or under the control of Second Lien Agent Collateral Agents or the Second Lien Creditor shall be forthwith delivered to Claimholders. (d) Upon the Discharge of First Lien AgentObligations, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of Collateral Agents shall, to the extent it is then legally permitted to do so, deliver the remaining Pledged Collateral (if any) together with any necessary endorsements (without representation, warranty or recourse), first, to the Designated Second Lien Collateral Agent to the extent Second Lien Obligations remain outstanding as confirmed by the Designated Second Lien Collateral Agent, and, to the extent that the Designated Second Lien Collateral Agent confirms no Second Lien Obligations are outstanding, second, to the Grantors to the extent no First Lien Obligations or Second Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral). Each First Lien Collateral Agent further agrees, upon the Discharge of First Lien Obligations, to take all other action reasonably requested by the Designated Second Lien Collateral Agent at the expense of the Borrowers in connection with the Second Lien Collateral Agents and the loan commitments under the First Second Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of Claimholders obtaining a first-priority interest in the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiver.

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any (i) The Controlling Term Debt Agent agrees to hold that part of the Pari Term Debt Priority Collateral that is in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor 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 (such Pari Term Debt Priority Collateral being the “Pledged Pari Term Debt Priority Collateral”) as collateral agent for the Pari Term Debt Secured Parties and as bailee for the benefit and on behalf of and, with respect to any collateral that cannot be perfected in such manner, as agent for the benefit and on behalf of, the ABL Collateral Agent (on behalf of the ABL Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged Pari Term Debt Priority Collateral, in each case solely for the purpose of perfecting the security interest granted under the Pari Term Debt Documents and the ABL Documents, as applicable, subject to the terms and conditions of this Section 2.4(f). Following the Discharge of Term Obligations and Discharge of the Additional Pari Term Debt Obligations, the ABL Collateral Agent agrees to hold the Pledged Pari Term Debt Priority Collateral as collateral agent for the ABL Secured Parties solely for the purpose of perfecting the security interest granted under the ABL Documents, as applicable, subject to the terms and conditions of this Section 2.4(f). As security for the payment and performance in full of all the ABL Obligations each Grantor hereby grants to the Controlling Term Debt Agent, for itself and behalf of the Pari Term Debt Secured Parties for the benefit of the ABL Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged Pari Term Debt Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. (ii) [Reserved]. (iii) The Controlling Term Debt Agent shall have no obligation whatsoever to any Pari Term Debt Party, the ABL Collateral Agent or any ABL Secured Party to ensure that the Pledged Pari Term Debt 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 2.4(f). The duties or responsibilities of the Controlling Term Debt Agent under this Section 2.4(f) shall be limited solely to holding the Pledged Pari Term Debt Priority Collateral as bailee or agent in accordance with this Section 2.4(f). The ABL Collateral Agent shall have no obligation whatsoever to any ABL Secured Party to ensure that the Pledged Pari Term Debt 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 2.4(f). The duties or responsibilities of the ABL Collateral Agent under this Section 2.4(f) shall be limited solely to holding the Pledged Pari Term Debt Priority Collateral agent in accordance with this Section 2.4(f). (iv) The Controlling Term Debt Agent acting pursuant to this Section 2.4(f) shall not have any duty or liability to protect or preserve any rights pertaining to any by reason of the Pari Term Debt Security Documents, the ABL Security Documents, this Agreement or any other document a fiduciary relationship in respect of any Pari Term Debt Secured Party, the ABL Collateral and, except for gross negligence Agent or willful misconduct as determined any ABL Secured Party. The ABL Collateral Agent acting pursuant to this Section 2.4(f) shall not have by reason of the ABL Security Documents, this Agreement or any other document a final non-appealable order fiduciary relationship in respect of any ABL Secured Party. (v) Upon the Discharge of Term Obligations and the Discharge of the Additional Pari Term Debt Obligations under all the Pari Debt Term Documents, the Controlling Term Debt Agent shall deliver or cause to be delivered the remaining Pledged Pari Term Debt Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements or as a court of competent jurisdictionjurisdiction may otherwise direct, first, to the non-possessing ABL Collateral Agent until the Discharge of ABL Obligations has occurred and second to the applicable Grantor to the extent no Pari Term Debt Obligations or non-controlling Creditor hereby waives ABL Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged Pari Term Debt Priority Collateral) and releases will cooperate with the ABL Collateral Agent in assigning (without recourse to or warranty by the Controlling Term Debt Agent or any Pari Term Debt Secured Party or agent or bailee thereof) control over any other Creditor fromPledged Pari Term Debt Priority Collateral under its control. The Controlling Term Debt Agent further agrees to take all other action reasonably requested by such Person in connection with such Person obtaining a first priority security interest in the Pledged Pari Term Debt Priority Collateral or as a court of competent jurisdiction may otherwise direct. (vi) Notwithstanding anything to the contrary herein, if, for any reason, any ABL Obligations remain outstanding upon the Discharge of Term Obligations and the Discharge of the Additional Pari Term Debt Obligations, all claims rights of the Controlling Term Debt Agent hereunder and liabilities arising pursuant to under the possessing Pari Term Debt Security Documents or controlling Creditor’s role as bailee the ABL Security Documents (1) with respect to the delivery and control of any part of the Pari Term Debt Priority Collateral, so long as and (2) to direct, instruct, vote upon or otherwise influence the possessing maintenance or controlling Creditor disposition of such Pari Term Debt Priority Collateral, shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged immediately, and (to the possessing extent permitted by law) without further action on the part of either of the ABL Collateral Agent or controlling Creditor as collateral for indebtedness of others the Controlling Term Debt Agent, pass to the possessing or controlling CreditorABL Collateral Agent, who shall thereafter hold such rights for the benefit of the ABL Secured Parties. Prior to Each of the date on which First Lien Controlling Term Debt Agent and the First Lien Lenders shall have received final payment in full in cash Grantors agrees that it will, if any ABL Obligations remain outstanding upon the Discharge of all of the First Lien Term Obligations and the First Lien Loan Agreements have been terminatedDischarge of Additional Pari Term Debt Obligations, take any other action required by any law or reasonably requested by the ABL Collateral Agent, in connection with the ABL Collateral Agent’s establishment and perfection of a first priority security interest in the possession or under Pari Term Debt Priority Collateral. (vii) Notwithstanding anything to the control of Second Lien Agent or contrary contained herein, if for any reason, prior to the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all Discharge of the First Lien Obligations and ABL Obligations, the loan commitments under Controlling Term Debt Agent acquires possession of any Pledged ABL Priority Collateral, the First Lien Loan Agreements have been terminatedControlling Term Debt Agent shall hold same as bailee and/or agent to the same extent as is provided in preceding clause (i) with respect to Pledged Pari Term Debt Priority Collateral, First Lien provided that as soon as is practicable the Controlling Term Debt Agent shall deliver or cause to be delivered such Pledged ABL Priority Collateral to the ABL Collateral Agent in a manner otherwise consistent with the requirements of preceding clause (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverv).

Bailee for Perfection. Each Creditor hereby appoints (a) The Credit Agent or any Credit Agreement Lender, as applicable, agree to hold the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any Securities Collateral that is part of the Collateral in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of its agents or bailees) as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Securities Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.6. (b) Until the Discharge of Credit Agreement Obligations has occurred, the Credit Agent and the Credit Agreement Lenders shall be entitled to deal with the Securities Collateral in accordance with the terms of the Credit Agreement Documents as if the Liens of the Trustee under the Noteholder Collateral Documents did not exist. The rights of the Trustee shall at all times be subject to the terms of this Agreement and to the Credit Agent’s and the Credit Agreement Lenders’ rights under the Credit Agreement Documents. (c) The Credit Agent or the Credit Agreement Lenders, as applicable, shall have no obligation whatsoever to the Trustee or any Noteholder to assure that the Securities 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 Section 5.6(a). The duties or responsibilities of the Credit Agent and the Credit Agreement Lenders under Section 5.6(a) are and shall be limited solely to holding the Securities Collateral as bailee for the Trustee for purposes of perfecting the Lien held by the Trustee and Credit Agent is not, and shall not be deemed to be, a fiduciary of any kind for Trustee or the Noteholders. (d) The Credit Agent shall not have any duty or liability to protect or preserve any rights pertaining to any by reason of the Noteholder Collateral andDocuments or this Agreement or any other document a fiduciary relationship in respect of the Trustee or any Noteholder. (e) Upon the Discharge of Credit Agreement Obligations, except for gross negligence the Credit Agent shall deliver to the Trustee the remaining Securities Collateral (if any) together with any necessary endorsements (or willful misconduct otherwise allow the Trustee to obtain control of such Securities Collateral) or as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as jurisdiction may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverdirect.

Bailee for Perfection. Each Creditor hereby appoints 5.1 Revolving Loan Lender as Bailee. (a) Until the other Creditor as agent for the purposes Discharge of perfecting the other Creditor’s Liens in and on any Revolving Loan Debt has occurred, Revolving Loan Lender shall be entitled to deal with that portion of the Pledged Collateral constituting Revolving Loan Priority Collateral in accordance with the possession or terms of the Revolving Loan Documents. The rights of Merger Loan Agent to such Pledged Collateral shall at all times be subject to the terms of this Agreement and to Revolving Loan Lender’s rights under the control Revolving Loan Documents. As to that portion of such Creditor or its representatives, the Pledged Collateral that constitutes Merger Loan Priority Collateral (including, without limitation, Liens on Borrower’s proceeds from the sale of equipment, inventory, general intangibles etc.), the rights of the Revolving Loan Lender shall at all times be subject to the terms of this Agreement and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or Merger Loan Agent’s rights under the control Merger Loan Documents. (b) Revolving Loan Lender shall have no obligation whatsoever to Merger Loan Agent or any other Merger Loan Secured Party to assure that the Pledged Collateral is genuine or owned by any of the First Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5. The duties or responsibilities of Revolving Loan Lender under this Section 5 shall be limited solely to holding the Pledged Collateral as bailee and agent for and on behalf of Merger Loan Agent for purposes of perfecting the Lien held by Merger Loan Agent; provided, that. (c) Revolving Loan Lender shall not have by reason of the Revolving Loan Documents, the Creditor Merger Loan Documents or this Agreement or any other document a fiduciary relationship in respect of Merger Loan Agent or any of the possession or control of any Collateral other Merger Loan Secured Parties and shall not have any duty or liability to protect Merger Loan Agent or preserve any rights pertaining to any of other Merger Loan Secured Party in connection with its holding the Collateral andPledged Collateral, except other than as expressly provided for herein and other than for its gross negligence or willful misconduct as determined pursuant to by a final final, non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiver.

Bailee for Perfection. Each Creditor hereby appoints (a) The Lender Collateral Agent agrees to hold the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any of the Pledged Collateral in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of its agents or bailees) as bailee for the Subordinated Creditor Collateral Agent solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Security Agreement, subject to the terms and conditions of this Section and the other provisions of this Agreement. (b) Until the Senior Liabilities are Fully Paid, the Lender Collateral Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Lender Loan Documents as if the Lien of the Subordinated Creditor and the Subordinated Creditor Collateral Agent under the Security Agreement and all other Subordinated Creditor Loan Documents did not exist. The rights of the Subordinated Creditor Collateral Agent and Subordinated Creditor shall at all times be subject to the terms of this Agreement. (c) The Lender Collateral Agent shall have no obligation whatsoever to the Subordinated Creditor Collateral Agent or the Subordinated Creditor to assure that the Pledged Collateral is genuine or owned by the Borrower or any Active Subsidiary or to preserve rights or benefits of any Person except as expressly set forth in this Section. The duties or responsibilities of the Lender Collateral Agent under this Section shall be limited solely to holding the Pledged Collateral as bailee for the Subordinated Creditor Collateral Agent for purposes of perfecting the Lien held by the Subordinated Creditor Collateral Agent. (d) The Lender Collateral Agent shall not have any duty or liability to protect or preserve any rights pertaining to any by reason of the Security Agreement or this Agreement or any other document a fiduciary relationship in respect of the Subordinated Creditor Collateral andAgent or the Subordinated Creditor. (e) Once the Senior Liabilities are Fully Paid, except for gross negligence the Lender Collateral Agent shall, to the extent permitted by applicable law, deliver to the Subordinated Creditor Collateral Agent the Pledged Collateral together with any necessary endorsements or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as jurisdiction may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverdirect.

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent (a) Solely for the purposes of perfecting the other Creditor’s Parity Liens of the Parity Lien Collateral Agent in and on any portion of the Collateral in the possession or under of the control of such Creditor Priority Lien Agent (or its representativesagents or bailees) as part of the Collateral securing the Priority Lien Obligations including any instruments, includingnegotiable documents, without limitationtangible chattel paper, Liens on Borrower’s and certificated securities or money, the other Obligors’ deposit accounts maintained by First Priority Lien Agent and investment the Priority Lien Representatives acknowledge that the Priority Lien Agent also holds that property and instruments in as bailee for the possession or under the control benefit of the First Parity Lien Agent; provided, thatCollateral Agent for the benefit of the holders of Parity Lien Obligations. Notwithstanding the foregoing, the Creditor in Priority Lien Agent shall have no obligation whatsoever to the possession Parity Lien Collateral Agent or control any holders of any Parity Lien Obligations to ensure that the Collateral shall not have any duty securing the Priority Lien Obligations is genuine or liability to protect or preserve any rights pertaining to owned by any of the Pledgors. The duties or responsibilities of the Priority Lien Agent under this Section shall be limited solely to holding the Collateral andsecuring the Priority Lien Obligations as bailee and agent for perfection for the benefit of the Parity Lien Collateral Agent and the holders of Parity Lien Obligations and their successors and assigns, which duty and responsibility the Priority Lien Agent shall fulfill using the same degree of care with respect thereto as it uses for similar property pledged to it as collateral for indebtedness of others to the Priority Lien Agent, and the Priority Lien Agent shall have no liability in connection therewith except for its gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. (b) Conversely, solely for purposes of perfecting the Priority Liens of the Priority Lien Agent in any portion of the Collateral which may be in the possession of the Parity Lien Collateral Agent (or its agents or bailees) as part of the Collateral securing the Parity Lien Obligations including, without limitation, any instruments, negotiable documents, tangible chattel paper, certificated securities or money, the non-possessing or non-controlling Creditor hereby waives Parity Lien Collateral Agent and releases the other Creditor fromParity Lien Representatives acknowledge that the Parity Lien Collateral Agent also holds that property as bailee for the benefit of the Priority Lien Agent for the benefit of the holders of Priority Lien Obligations. Notwithstanding the foregoing, all claims and liabilities arising pursuant the Parity Lien Collateral Agent shall have no obligation whatsoever to the possessing Priority Lien Agent or controlling Creditor’s role any holders of Priority Lien Obligations to ensure that the Collateral securing the Parity Lien Obligations is genuine or owned by any of the Pledgors. The duties or responsibilities of the Parity Lien Collateral Agent under this Section shall be limited solely to holding the Collateral securing the Parity Lien Obligations as bailee with respect to and agent for perfection for the Collateralbenefit of the Priority Lien Agent and the holders of Priority Lien Obligations and their successors and assigns, so long as which duty and responsibility the possessing or controlling Creditor Parity Lien Collateral Agent shall use fulfill using the same degree of care with respect thereto as the possessing or controlling Creditor it uses for similar property pledged to the possessing or controlling Creditor it as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Parity Lien Agent Collateral Agent, and the First Parity Lien Lenders Collateral Agent shall have received no liability in connection therewith except for its gross negligence or willful misconduct as determined pursuant to a final payment in full in cash non-appealable order of all a court of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waivercompetent jurisdiction.

Bailee for Perfection. (a) Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any Agent agrees to hold that part of the Collateral that is in the its possession or under the control of such Creditor control, or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of any its agents or bailees (such Collateral being called the “Pledged or Controlled Collateral”), as collateral agent for its Related Secured Parties and as gratuitous bailee for the Agent and Secured Parties of the other Class (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the UCC) solely for the purpose of perfecting the security interest granted under the Credit Documents of such other Class, subject to the terms and conditions of this Section. (b) No Agent shall not have any duty obligation whatsoever to its Related Secured Parties or liability to protect any Secured Party of the other Class to ensure that the Pledged or preserve any rights pertaining to Controlled Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person. The duties or responsibilities of any Agent to any Secured Party of the other Class under this Section shall be limited solely to holding the Pledged or Controlled Collateral and, except for gross negligence in its possession or willful misconduct under its control as determined gratuitous bailee in accordance with this Section and delivering such Pledged or Controlled Collateral upon the Discharge of Obligations of the applicable Class as provided in Section 4.03. (c) No Agent acting pursuant to this Section shall have by reason of any Credit Document, this Agreement or any other document or agreement a final non-appealable order of a court of competent jurisdictionfiduciary relationship in respect any Secured Party or any liability to any Secured Party, the non-possessing or non-controlling Creditor and each Secured Party hereby waives and releases the other Creditor from, each Agent from all claims and liabilities arising pursuant to the possessing or controlling Creditorany Agent’s role under this Section 5.04 as gratuitous bailee with respect to the Pledged or Controlled Collateral. (d) Subject to the terms of this Agreement, so long as the possessing Discharge of Obligations of the applicable Class has not occurred, each Agent shall be entitled to deal with the Pledged or controlling Creditor shall use Controlled Collateral in accordance with the same degree terms of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent this Agreement and the First Lien Lenders shall have received final payment in full in cash of all Credit Documents of the First Lien Obligations and applicable Class. Upon the First Lien Loan Agreements have been terminatedDischarge of such Obligations, any Collateral such Agent shall, at the expense of the Grantors, take such other actions as are reasonably requested by the other Agent in the connection with such other Agent obtaining a first-priority interest in, or possession or under the control of Second Lien Agent of, such Pledged or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Controlled Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiver.

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any (a) The Senior Agent agrees to hold that part of the Common Collateral on which it holds a Senior Lien and that is in the its possession or under the control of such Creditor control, or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of its agents or bailees (such Collateral being the “Pledged Collateral”), as collateral agent for the Senior Secured Parties and as gratuitous bailee for the Junior Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the UCC) and any assignee thereof solely for the purpose of perfecting the security interests granted under the applicable Senior Credit Documents and Junior Credit Documents, respectively, subject to the terms and conditions of this Section. The Junior Agent agrees to hold any part of the Pledged Collateral of which it obtains possession or control (including through any of its agents or bailees) as collateral agent for the Senior Secured Parties and Junior Secured Parties and any assignees of the foregoing solely for the purpose of perfecting the security interest granted under the applicable Junior Credit Documents and Senior Credit Documents, respectively, subject to the terms and conditions of this Section. (b) The Senior Agent shall have no obligation whatsoever to the applicable Senior Secured Parties, the Junior Agent or the Junior Secured Parties to ensure that any Pledged 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. The duties or responsibilities of the Senior Agent to the Junior Agent or the Junior Secured Parties under this Section shall be limited solely to holding Pledged Collateral in its possession or under its control as gratuitous bailee in accordance with this Section and delivering such Pledged Collateral upon the Discharge of Senior Obligations as provided in paragraph (d) below. (c) The Senior Agent, acting pursuant to this Section, shall not have by reason of the Senior Credit Documents, the Junior Credit Documents, this Agreement or any duty other document a fiduciary relationship in respect of any Senior Secured Party, the Junior Agent or any Junior Secured Party or any liability to protect any Senior Secured Party, the Junior Agent or preserve any rights pertaining to any of the Collateral andJunior Secured Party, except for absent gross negligence or willful misconduct on the part of the Senior Agent. (d) Upon the Discharge of Senior Obligations, the Senior Agent shall deliver the remaining Pledged Collateral held by it, if any, together with any necessary endorsements, first, to the Junior Agent to the extent Junior Obligations remain outstanding, and second, to the applicable Grantors to the extent no Senior Obligations or Junior Obligations remain outstanding (in each case, so as determined pursuant to allow such Person to obtain possession or control of such Pledged Collateral). The Senior Agent further agrees, upon the Discharge of Senior Obligations, to take all other action reasonably requested by the Junior Agent in connection with the Junior Agent obtaining a final nonfirst-appealable order of priority interest in the Pledged Collateral or as a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant jurisdiction may otherwise direct. (e) Subject to the possessing or controlling Creditor’s role as bailee with respect to the Collateralterms of this Agreement, so long as the possessing Discharge of Senior Obligations has not occurred, the Senior Agent shall be entitled to deal with the Pledged Collateral or controlling Creditor shall use Collateral within its “control” in accordance with the same degree terms of care with respect thereto this Agreement and the applicable Senior Credit Documents as if the possessing or controlling Creditor uses for similar property pledged to Liens of the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Junior Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverJunior Secured Parties did not exist.

Bailee for Perfection. Each Creditor hereby appoints (a) The Priority Lien Collateral Agent shall hold the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any of the Pledged Collateral in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of its agents or bailees) as bailee for the Note Collateral Agent solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Note Security Documents, subject to the terms and conditions of this Agreement; provided that, solely for purposes of perfecting Liens in cash collateral accounts, deposit accounts, electronic chattel paper and letter of credit rights included in the Collateral, the Priority Lien Collateral Agent agrees to act as agent for the Note Collateral Agent. The Priority Lien Collateral Agent and Note Collateral Agent agree that if the Priority Lien Collateral Agent shall enter into a control agreement with respect to any security account or deposit account, the Note Collateral Agent will be given notice by the Company and may also become a party thereto in order to perfect its security interest in such accounts. If and to the extent such control agreements provide for the right of either the Priority Lien Collateral Agent or the Note Collateral Agent to give notice or direction to the depository or intermediary, as applicable, with respect to such accounts, the Note Collateral Agent hereby agrees that it will not give any such notice or direction to any such depository or intermediary unless and until all Priority Lien Obligations have been Discharged. Borrowers and the Note Collateral Agent agree to exercise reasonable efforts to name or otherwise establish the Note Collateral Agent as secondary collateral agent with respect to Collateral upon which Liens are perfected by means other than notice. The Priority Lien Collateral Agent agrees to reasonably cooperate with any specific requests made by Borrowers in the event that the consent of the Priority Lien Collateral Agent may be required in connection therewith. (b) So long as any Priority Lien Obligations exist that have not been Discharged, the Priority Lien Collateral Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Priority Lien Documents and this Agreement. (c) The Priority Lien Collateral Agent shall not have any duty or liability obligation whatsoever to protect or preserve any rights pertaining to any of the Note Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdictionAgent, the non-possessing Trustee or non-controlling Creditor hereby waives and releases the Holders of any Notes or other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Note Lien Obligations and to assure that the First Lien Loan Agreements have been terminated, Pledged Collateral is genuine or owned by any Collateral in the possession Grantor or under the control otherwise or to preserve rights or benefits of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, any Person except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions expressly set forth in such landlord’s waiver this Section 3.15. The duties or bailee waiver.responsibilities of the Priority Lien Collateral Agent under this

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any The Term Collateral Agent agrees to hold that part of the TL Priority Collateral that is in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor 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 (such TL Priority Collateral being the “Pledged TL Priority Collateral”) as collateral agent for the Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the ABL Collateral Agent (on behalf of the ABL Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged TL Priority Collateral, in each case solely for the purpose of perfecting the security interest granted under the Term Documents, the ABL Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 2.4(f). Following the Discharge of Term Obligations, the ABL Collateral Agent agrees to hold the Pledged TL Priority Collateral as collateral agent for the ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the ABL Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 2.4(f). As security for the payment and performance in full of all the Notes Obligations and ABL Obligations each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties and the ABL Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged TL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants to the ABL Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged TL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. Subject to the terms of this Agreement, (x) until the Discharge of Term Obligations has occurred, the Term Collateral Agent shall be entitled to deal with the Pledged TL Priority Collateral in accordance with the terms of the Term Documents as if the Liens of the ABL Collateral Agent under the ABL Security Documents and the Liens of the Notes Collateral Agent under the Notes Security Documents did not exist and (y) following the Discharge of Term Obligations and until the Discharge of ABL Obligations has occurred, the ABL Collateral Agent shall be entitled to deal with the Pledged TL Priority Collateral in accordance with the terms of the ABL Documents as if the Liens of the Notes Collateral Agent under the Notes Security Documents did not exist. The rights of the ABL Collateral Agent and the Notes Collateral Agent shall at all times be subject to the terms of this Agreement and to the Term Collateral Agent’s rights under the Term Documents. The Term Collateral Agent shall have no obligation whatsoever to any Term Secured Party, the ABL Collateral Agent, any ABL Secured Party, the Notes Collateral Agent or any Notes Secured Party to ensure that the Pledged TL 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 2.4(f). The duties or responsibilities of the Term Collateral Agent under this Section 2.4(f) shall be limited solely to holding the Pledged TL Priority Collateral as bailee or agent in accordance with this Section 2.4(f). The ABL Collateral Agent shall have no obligation whatsoever to any ABL Secured Party, the Notes Collateral Agent or any Notes Secured Party to ensure that the Pledged TL 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 2.4(f). The duties or responsibilities of the ABL Collateral Agent under this Section 2.4(f) shall be limited solely to holding the Pledged TL Priority Collateral as bailee or agent in accordance with this Section 2.4(f). The Term Collateral Agent acting pursuant to this Section 2.4(f) shall not have any duty or liability to protect or preserve any rights pertaining to any by reason of the Term Security Documents, the ABL Security Documents, the Notes Security Documents, this Agreement or any other document a fiduciary relationship in respect of any Term Secured Party, the ABL Collateral andAgent, except for gross negligence any ABL Secured Party, the Notes Collateral Agent or willful misconduct as determined any Notes Secured Party. The ABL Collateral Agent acting pursuant to this Section 2.4(f) shall not have by reason of the ABL Security Documents, the Notes Security Documents, this Agreement or any other document a final non-appealable order fiduciary relationship in respect of any ABL Secured Party, the Notes Collateral Agent or any Notes Secured Party. Upon the Discharge of Term Obligations under the Term Documents to which the Term Collateral Agent is a party, the Term Collateral Agent shall deliver or cause to be delivered the remaining Pledged TL Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements, first, to the ABL Collateral Agent to the extent ABL Obligations remain outstanding, second, to the Notes Collateral Agent to the extent Notes Obligations remain outstanding and third, to the applicable Grantor to the extent no Term Obligations, ABL Obligations or Notes Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged TL Priority Collateral) and will cooperate with the ABL Collateral Agent or Notes Collateral Agent, as applicable, in assigning (without recourse to or warranty by the Term Collateral Agent or any Term Secured Party or agent or bailee thereof) control over any other Pledged TL Priority Collateral under its control. The Term Collateral Agent further agrees to take all other action reasonably requested by such Person in connection with such Person obtaining a first priority interest in the Pledged TL Priority Collateral or as a court of competent jurisdictionjurisdiction may otherwise direct. Following the Discharge of Term Obligations and upon the Discharge of ABL Obligations under the ABL Documents to which the ABL Collateral Agent is a party, the non-possessing ABL Collateral Agent shall deliver or non-controlling Creditor hereby waives cause to be delivered the remaining Pledged TL Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements, first, to the Notes Collateral Agent to the extent Notes Obligations remain outstanding, and releases second, to the applicable Grantor to the extent no ABL Obligations or Notes Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged TL Priority Collateral) and will cooperate with the Notes Collateral Agent in assigning (without recourse to or warranty by the ABL Collateral Agent or any ABL Secured Party or agent or bailee thereof) control over any other Creditor fromPledged TL Priority Collateral under its control. The ABL Collateral Agent further agrees to take all other action reasonably requested by such Person in connection with such Person obtaining a first priority interest in the Pledged TL Priority Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary herein, if, for any reason, any ABL Obligations remain outstanding upon the Discharge of Term Obligations, all claims rights of the Term Collateral Agent hereunder and liabilities arising pursuant to under the possessing Term Security Documents, the ABL Security Documents or controlling Creditor’s role as bailee the Notes Security Documents (1) with respect to the delivery and control of any part of the TL Priority Collateral, so long and (2) to direct, instruct, vote upon or otherwise influence the maintenance or disposition of such TL Priority Collateral, shall immediately, and (to the extent permitted by law) without further action on the part of either of the Notes Collateral Agent, the ABL Collateral Agent or the Term Collateral Agent, pass to the ABL Collateral Agent, who shall thereafter hold such rights for the benefit of the ABL Secured Parties and as the possessing or controlling Creditor shall use the same degree of care bailee for and, with respect thereto to any collateral that cannot be perfected in such manner, as agent for, the possessing or controlling Creditor uses for similar property pledged to Notes Secured Parties. Each of the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Term Collateral Agent and the First Lien Lenders shall have received final payment in full in cash Grantors agrees that it will, if any ABL Obligations or Notes Obligations remain outstanding upon the Discharge of all of Term Obligations, take any other action required by any law or reasonably requested by the First Lien Obligations and the First Lien Loan Agreements have been terminated, any ABL Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Notes Collateral Agent, except as otherwise may be required by applicable law or court order. After in connection with the ABL Collateral Agent’s establishment and perfection of a First Lien Agent Priority security interest in the TL Priority Collateral and the First Lien Lenders shall have received final payment Notes Collateral Agent’s establishment and perfection of a Second Priority security interest in full in cash of all the TL Priority Collateral. Notwithstanding anything to the contrary contained herein, if for any reason, prior to the Discharge of the First Lien Obligations and ABL Obligations, the loan commitments under Term Collateral Agent or the First Lien Loan Agreements have been terminatedNotes Collateral Agent acquires possession of any Pledged ABL Priority Collateral, First Lien the Term Collateral Agent or the Notes 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 TL Priority Collateral, provided that as soon as is practicable the Term Collateral Agent or the Notes Collateral Agent shall deliver or cause to be delivered such Pledged ABL Priority Collateral to the ABL Collateral Agent in a manner otherwise consistent with the requirements of preceding clause (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverv).

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any (i) The ABL Facility Agent agrees to hold that part of the Collateral ABL Facility Col- lateral that is in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor 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 (such ABL Facility Collateral being the “Pledged ABL Facility Collateral”) as collateral agent for the ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the First Priority Collateral Agents (on behalf of the First Priority Secured Parties) and the Junior Lien Collateral Agent (on behalf of the Junior Lien Se- cured Parties) and any assignee thereof and act as such agent under all control agreements relat- ing to the Pledged ABL Facility Collateral, in each case solely for the purpose of perfecting the security interest granted under the ABL Documents, the First Priority Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). Following the Discharge of ABL Obligations, each First Priority Collateral Agent agrees to hold the Pledged ABL Facility Collateral as collateral agent for the First Priority Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Junior Lien Collateral Agent (on behalf of the Junior Lien Secured Parties) and any as- signee thereof solely for the purpose of perfecting the security interest granted under the First Priority Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). As security for the payment and performance in full of all the Junior Lien Obligations and First Priority Lien Obligations each Grantor hereby grants to the ABL Facility Agent for the benefit of the Junior Lien Secured Parties and the First Priority Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and un- der the Pledged ABL Facility Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Junior Lien Obligations, each Grantor hereby grants to the Junior Lien Collateral Agent for the benefit of the Junior Lien Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Facility Collateral wher- ever located and whether now existing or hereafter arising or acquired from time to time. (ii) Subject to the terms of this Agreement, (x) until the Discharge of ABL Obligations has occurred, the ABL Facility Agent shall be entitled to deal with the Pledged ABL Facility Collateral in accordance with the terms of the ABL Documents as if the Liens of the First Priority Collateral Agents under the First Priority Security Documents and the Liens of the Junior Lien Collateral Agent under the Junior Lien Security Documents did not exist and (y) fol- lowing the Discharge of ABL Obligations and until the Discharge of First Priority Lien Obliga- tions has occurred, the First Priority Collateral Agents shall be entitled to deal with the Pledged ABL Facility Collateral in accordance with the terms of the First Priority Documents as if the Liens of the Junior Lien Collateral Agent under the Notes Security Documents did not exist. The rights of the First Priority Collateral Agents and the Junior Lien Collateral Agent shall at all times be subject to the terms of this Agreement. (iii) The ABL Facility Agent shall have no obligation whatsoever to any ABL Secured Party, the First Priority Collateral Agents, any First Priority Secured Party, the Junior Lien Collateral Agent or any Notes Secured Party to ensure that the Pledged ABL Facility Col- lateral 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 3.4(f). The duties or responsibilities of the ABL Fa- cility Agent under this Section 3.4(f) shall be limited solely to holding the Pledged ABL Facility Collateral as bailee or agent in accordance with this Section 3.4(f). The First Priority Collateral Agents shall have no obligation whatsoever to any First Priority Secured Party, the Junior Lien Collateral Agent or any Notes Secured Party to ensure that the Pledged ABL Facility 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 3.4(f). The duties or responsibilities of the First Priority Collateral Agents under this Section 3.4(f) shall be limited solely to holding the Pledged ABL Facility Collateral as bailee or agent in accordance with this Section 3.4(f). (iv) The ABL Facility Agent acting pursuant to this Section 3.4(f) shall not have any duty or liability to protect or preserve any rights pertaining to any by reason of the ABL Security Documents, the First Priority Security Documents, the Jun- ior Lien Security Documents, this Agreement or any other document a fiduciary relationship in respect of any ABL Secured Party, the First Priority Collateral andAgents, except for gross negligence any First Priority Secured Party, the Junior Lien Collateral Agent or willful misconduct as determined any Notes Secured Party. The First Priority Collateral Agents acting pursuant to this Section 3.4(f) shall not have by reason of the First Priority Secu- rity Documents, the Junior Lien Security Documents, this Agreement or any other document a final non-appealable order fiduciary relationship in respect of any First Priority Secured Party, the Junior Lien Collateral Agent or any Notes Secured Party. (v) Upon the Discharge of ABL Obligations under the ABL Documents to which the ABL Facility Agent is a party, the ABL Facility Agent shall deliver or cause to be de- livered the remaining Pledged ABL Facility Collateral (if any) in its possession or in the posses- sion of its agents or bailees, together with any necessary endorsements, first, to the First Priority Collateral Agents to the extent First Priority Lien Obligations remain outstanding, second, to the Junior Lien Collateral Agent to the extent Junior Lien Obligations remain outstanding, and third, to the applicable Grantor to the extent no ABL Obligations, First Priority Lien Obligations or Junior Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged ABL Facility Collateral) and will cooperate with the First Priority Col- lateral Agents or Junior Lien Collateral Agent, as applicable, in assigning (without recourse to or warranty by the ABL Facility Agent or any ABL Secured Party or agent or bailee thereof) con- trol over any other Pledged ABL Facility Collateral under its control. The ABL Facility Agent further agrees to take all other action reasonably requested by such Person in connection with such Person obtaining a first priority interest in the Pledged ABL Facility Collateral or as a court of competent jurisdictionjurisdiction may otherwise direct. Following the Discharge of ABL Obligations and upon the Discharge of First Priority Lien Obligations under the First Priority Documents to which the First Priority Collateral Agents are a party, the non-possessing First Priority Collateral Agents shall deliver or non-controlling Creditor hereby waives cause to be delivered the remaining Pledged ABL Facility Collateral (if any) in its pos- session or in the possession of its agents or bailees, together with any necessary endorsements, first, to the Junior Lien Collateral Agent to the extent Junior Lien Obligations remain out- standing, and releases second, to the applicable Grantor to the extent no First Priority Lien Obligations or Junior Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged ABL Facility Collateral) and will cooperate with the Junior Xxxx Xxxxxx- eral Agent in assigning (without recourse to or warranty by the First Priority Collateral Agents or any First Priority Secured Party or agent or bailee thereof) control over any other Creditor fromPledged ABL Facility Collateral under its control. The First Priority Collateral Agents further agree to take all other action reasonably requested by such Person in connection with such Person obtaining a first priority interest in the Pledged ABL Facility Collateral or as a court of competent jurisdic- tion may otherwise direct. (vi) Notwithstanding anything to the contrary herein, if, for any reason, any First Priority Lien Obligations remain outstanding upon the Discharge of ABL Obligations, all claims rights of the ABL Facility Agent hereunder and liabilities arising pursuant to under the possessing First Priority Security Documents, the ABL Security Documents or controlling Creditor’s role as bailee the Junior Lien Security Documents (1) with respect to the delivery and control of any part of the ABL Facility Collateral, so long and (2) to direct, instruct, vote upon or otherwise influence the maintenance or disposition of such ABL Facility Collateral, shall imme- diately, and (to the extent permitted by law) without further action on the part of either of the First Priority Collateral Agents, the ABL Facility Agent or the Junior Lien Collateral Agent, pass to the First Priority Collateral Agents, who shall thereafter hold such rights for the benefit of the First Priority Secured Parties and as the possessing or controlling Creditor shall use the same degree of care bailee for and, with respect thereto to any collateral that cannot be perfected in such manner, as agent for, the possessing or controlling Creditor uses for similar property pledged to Junior Lien Secured Parties. Each of the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien ABL Facil- ity Agent and the Grantors agrees that it will, if any First Priority Lien Lenders shall have received final payment in full in cash Obligations or Junior Lien Obligations remain outstanding upon the Discharge of all of ABL Obligations, take any other action required by any law or reasonably requested by the First Priority Collateral Agents or the Junior Lien Obligations Collateral Agent, in connection with the First Priority Collateral Agents’ establishment and perfection of a First Priority security interest in the ABL Facility Collateral and the First Junior Lien Loan Agreements have been terminated, any Collateral Agent’s establishment and perfection of a Second Priority security interest in the possession or under ABL Facility Collateral. (vii) Notwithstanding anything to the control contrary contained herein, if for any rea- son, prior to the Discharge of Second First Priority Lien Obligations, the ABL Facility Agent or the Second Jun- ior Lien Creditor Collateral Agent acquires possession of any Pledged Notes Collateral, the ABL Facility Agent or the Junior Lien Collateral Agent shall be forthwith delivered hold same as bailee and/or agent to First the same ex- tent as is provided in preceding clause (i) with respect to Pledged ABL Facility Collateral, pro- vided that as soon as is practicable the ABL Facility Agent or the Junior Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Collateral Agent shall deliver or cause to be delivered such Pledged Notes Collateral to the First Priority Collat- eral Agents in a manner otherwise consistent with the requirements of preceding clause (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverv).

Bailee for Perfection. Each Creditor hereby appoints (a) Bank One agrees to hold the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any Pledged Collateral that is part of the Collateral in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of its agents or bailees) as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the New Note Security Agreement, subject to the terms and conditions of Sections 2 and 3. (b) Until the discharge in full of the Bank One Senior Obligations has occurred, Bank One shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Bank One Restated Secured Loan Agreement and Mortgages as if the security interests and/or liens of the Trustee did not exist. The rights of the Trustee shall at all times be subject to the terms of this Agreement and to Bank One's rights under the Bank One Restated Secured Loan Agreement and Mortgages. (c) Bank One shall have no obligation whatsoever to the Trustee or any New Note Holder to assure that the Pledged Collateral is genuine or owned by any of the Borrowers or to preserve rights or benefits of any Person except as expressly set forth in Sections 2 and 3. The duties or responsibilities of Bank One under this Section 3 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee for purposes of perfecting the lien held by the Trustee. (d) Bank One shall not have by reason of this Agreement or any duty other document a fiduciary relationship in respect of the Trustee or liability any New Note Holder. (e) Upon the payment in full of the Bank One Senior Obligations and the termination of any other obligation of Bank One to protect or preserve any rights pertaining advance funds to any Borrower, Bank One shall deliver to the Trustee the remaining Pledged Collateral (if any) together with any necessary endorsements (or otherwise allow the Trustee to obtain control of the Collateral and, except for gross negligence such Pledged Collateral) or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as jurisdiction may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverdirect.

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any (a) The First Lien Collateral Agent agrees to hold that part of the Collateral that is in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor 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 Uniform Commercial Code (such Collateral being the "Pledged Collateral") as collateral agent for the First Lien Claimholders and on behalf of and for the benefit of the Second Lien Collateral Agent and any assignee solely for the purpose of perfecting the security interest granted under the First Lien Credit Documents and the Second Lien Credit Documents, respectively, subject to the terms and conditions of this Section 5.5. (b) Subject to the terms of this Agreement, until the Discharge of First Lien Obligations has occurred, the First Lien Collateral Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First Lien Credit Documents as if the Liens of the Second Lien Collateral Agent under the Second Lien Collateral Documents did not exist. The rights of the Second Lien Collateral Agent shall at all times be subject to the terms of this Agreement and to the First Lien Collateral Agent's rights under the First Lien Credit Documents. (c) The First Lien Collateral Agent shall have no obligation whatsoever to the First Lien Claimholders and the Second Lien Collateral Agent or any Second Lien Claimholder to ensure that the Pledged 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 5.5. The duties or responsibilities of the First Lien Collateral Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.5. (d) The First Lien Collateral Agent acting pursuant to this Section 5.5 shall not have any duty or liability to protect or preserve any rights pertaining to any by reason of the Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment Collateral Documents, the Second Lien Collateral Documents, this Agreement or any other document a fiduciary relationship in full in cash respect of all the First Lien Claimholders, the Second Lien Collateral Agent or any Second Lien Claimholder. (e) Upon the Discharge of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, Credit Documents to which the First Lien Collateral Agent is a party, the First Lien Collateral Agent shall deliver the remaining Pledged Collateral (iif any) together with any necessary endorsements, first, to the remainder of the Collateral, if any in their possession to Second Lien AgentCollateral Agent to the extent Second Lien Obligations remain outstanding, except and second, to the Borrower or such other Person, as their interests may appear, to the extent no First Lien Obligations or Second Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged Collateral). The First Lien Collateral Agent further agrees to take all other action reasonably requested by such Person in connection with such Person obtaining a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverdirect.

Bailee for Perfection. Each Creditor hereby appoints (a) The Senior Agent agrees to hold the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any Pledged Collateral that is part of the Common Collateral in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of its agents or bailees) as bailee for the Collateral Agent and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (b) Until the Discharge of Senior Lender Claims has occurred, the Senior Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Lien of the Collateral Agent under the Noteholder Security Agreement did not exist. The rights of the Collateral Agent, the Noteholders and Trustee shall at all times be subject to the terms of this Agreement. (c) The Senior Agent shall have no obligation whatsoever to the Collateral Agent, the Trustee or any Noteholder to assure that the Pledged Collateral is genuine or owned by any Obligor or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the Senior Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Collateral Agent for purposes of perfecting the Lien held by the Collateral Agent. (d) The Senior Agent shall not have by reason of the Noteholder Security Agreement or this Agreement or any duty or liability to protect or preserve any rights pertaining to any other document a fiduciary relationship in respect of the Collateral andAgent, except for gross negligence the Trustee or willful misconduct any Noteholder. (e) Upon the Discharge of Senior Lender Claims, (i) the Senior Agent shall deliver to the Collateral Agent the Pledged Collateral together with any necessary endorsements or as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as jurisdiction may otherwise be required by applicable law or court order direct and (ii) a written notice prepared by Second Lien Agent in the case of any deposit account or securities account take such steps as may be required to transfer (without recourse and without representation or warranty and at Issuer’s expensethe expense of the Collateral Agent) all of its rights (as in effect immediately prior to the Discharge of Senior Lender Claims) to each landlord that has executed such deposit account or securities account to the Collateral Agent except as a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waivercourt of competent jurisdiction may otherwise direct.

Bailee for Perfection. (i) Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any Pari Passu Collateral Agent agrees to hold that part of the Notes Collateral that is in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor 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 (such Notes Collateral being the “Pledged Notes Collateral”) first as collateral agent for the Pari Passu Secured Parties and second as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the ABL Facility Agent (on behalf of the ABL Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged Notes Collateral, in each case solely for the purpose of perfecting the security interest granted under the Pari Passu Documents and the ABL Documents, as applicable, subject to the terms and conditions of this Section 2.4(f). Following the Discharge of Pari Passu Lien Obligations, the ABL Facility Agent agrees to hold the Pledged Notes Collateral as collateral agent for the ABL Secured Parties, subject to the terms and conditions of this Section 2.4(f). As security for the payment and performance in full of all the ABL Obligations each Grantor hereby grants to the Pari Passu Collateral Agents for the benefit of the ABL Secured Parties a Lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged Notes Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. (ii) Subject to the terms of this Agreement, until the Discharge of Pari Passu Lien Obligations has occurred, the Pari Passu Collateral Agents shall be entitled to deal with the Pledged Notes Collateral in accordance with the terms of the Pari Passu Documents as if the Liens of the ABL Facility Agent under the ABL Security Documents did not exist. (iii) The Pari Passu Collateral Agents shall have no obligation whatsoever to any Pari Passu Secured Party, the ABL Facility Agent or any ABL Secured Party to ensure that the Pledged Notes 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 2.4(f). The duties or responsibilities of the Pari Passu Collateral Agents under this Section 2.4(f) shall be limited solely to holding the Pledged Notes Collateral as bailee or agent in accordance with this Section 2.4(f) and the Pari Passu Security Documents until delivery of such Pledged Notes Collateral to the ABL Facility Agent in accordance with Section 2.4(f)(v). The ABL Facility Agent shall have no obligation whatsoever to any ABL Secured Party to ensure that the Pledged Notes 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 2.4(f). The duties or responsibilities of the ABL Facility Agent under this Section 2.4(f) shall be limited solely to holding the Pledged Notes Collateral as bailee or agent in accordance with this Section 2.4(f). (iv) The Pari Passu Collateral Agents acting pursuant to this Section 2.4(f) shall not have any duty or liability to protect or preserve any rights pertaining to any by reason of the Collateral andPari Passu Security Documents, except for gross negligence the ABL Security Documents, this Agreement or willful misconduct as determined any other document a fiduciary relationship in respect of the related Pari Passu Secured Party, the ABL Facility Agent or any ABL Secured Party. The ABL Facility Agent acting pursuant to this Section 2.4(f) shall not have by reason of the ABL Security Documents, the Pari Passu Security Documents, this Agreement or any other document a final non-appealable order fiduciary relationship in respect of any ABL Secured Party, the Pari Passu Collateral Agent or any Pari Passu Secured Party. (v) Upon the Discharge of Pari Passu Lien Obligations, the Pari Passu Collateral Agents shall deliver or cause to be delivered the remaining Pledged Notes Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements, to the extent permitted under applicable law and upon request of the ABL Facility Agent (without recourse or warranty), any ABL Secured Party or any Grantor, first, to the ABL Facility Agent to the extent ABL Obligations remain outstanding, and second, to the applicable Grantor to the extent no Pari Passu Lien Obligations or ABL Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged Notes Collateral) and will cooperate with the ABL Facility Agent, in assigning (without recourse to or warranty by any Pari Passu Collateral Agent or any Pari Passu Secured Party or agent or bailee thereof) control over any other Pledged Notes Collateral under its control. The Pari Passu Collateral Agents further agree to take all other action reasonably requested by such Person in connection with such Person obtaining a first priority interest in the Pledged Notes Collateral or as a court of competent jurisdictionjurisdiction may otherwise direct. Following the Discharge of Pari Passu Lien Obligations and upon the Discharge of ABL Obligations under the ABL Documents to which the ABL Facility Agent is a party, the non-possessing ABL Facility Agent shall deliver or non-controlling Creditor hereby waives and releases cause to be delivered the other Creditor fromremaining Pledged Notes Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements, to the extent permitted under applicable law to the applicable Grantor, so as to allow such Person to obtain control of such Pledged Notes Collateral. In determining whether all ABL Obligations or Pari Passu Lien Obligations have been discharged for purposes of this Section 2.4(f)(v), the Pari Passu Collateral Agent shall be entitled to rely on a certification of an authorized officer of the Parent Borrower. (vi) Notwithstanding anything to the contrary herein, if, for any reason, any ABL Obligations remain outstanding upon the Discharge of Pari Passu Lien Obligations, all claims rights of the Pari Passu Collateral Agents hereunder and liabilities arising pursuant to under the possessing Pari Passu Security Documents or controlling Creditor’s role as bailee the ABL Security Documents (1) with respect to the delivery and control of any part of the Notes Collateral, so long as and (2) to direct, instruct, vote upon or otherwise influence the possessing maintenance or controlling Creditor disposition of such Notes Collateral, shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged immediately, and (to the possessing or controlling Creditor as collateral for indebtedness extent permitted by law) without further action on the part of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all either of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien ABL Facility Agent or the Second Lien Creditor shall be forthwith delivered Pari Passu Collateral Agents, pass to First Lien the ABL Facility Agent, except as otherwise may be required by applicable law or court orderwho shall thereafter hold such rights for the benefit of the ABL Secured Parties. After First Lien Agent Each of the Pari Passu Collateral Agents and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the CollateralGrantors agrees that it will, if any in their possession to Second ABL Obligations remain outstanding upon the Discharge of Pari Passu Lien Obligations, take any other action required by any law or reasonably requested by the ABL Facility Agent, except as may otherwise be required by applicable law or court order in connection with the ABL Facility Agent’s establishment and (ii) perfection of a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise First Priority security interest in the rights and take the actions set forth in such landlord’s waiver or bailee waiverNotes Collateral.

Bailee for Perfection. (a) Each Creditor hereby appoints Senior Collateral Agent agrees to hold the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any Pledged Collateral that is part of the Common Collateral in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of its agents or bailees) as bailee or agent for each Junior Collateral Agent and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the applicable Junior Obligations Collateral Documents, subject to the terms and conditions of this Section 5.5. (b) Except as otherwise specifically provided herein, until the applicable Discharge of Senior Obligations has occurred, the applicable Senior Collateral Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the applicable Senior Obligations Collateral Documents as if the Liens under the Comparable Obligations Collateral Documents did not exist. The rights of the Junior Collateral Agents and the Junior Obligations Secured Parties shall at all times be subject to the terms of this Agreement and to the Senior Collateral Agent’s rights under the Senior Obligations Collateral Documents. (c) No Senior Collateral Agent shall have any duty obligation whatsoever to any Junior Collateral Agent or liability any Junior Obligations Secured Party to protect assure that the Pledged Collateral is genuine or preserve any rights pertaining to owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of each Senior Collateral Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Junior Collateral Agents for purposes of perfecting the Lien held by such Junior Collateral Agents. (d) No Senior Collateral Agent shall have, by reason of the Junior Obligations Collateral Documents or this Agreement or any other document, a fiduciary relationship in respect of any Junior Collateral Agent or any Junior Obligations Secured Party. (e) Upon the applicable Discharge of Senior Obligations, (i) the applicable Senior Collateral Agent shall deliver (A) in the case of a Discharge of 2004 Noteholder Claims that constitutes a 2004 Notes First Lien Transition Date, to the Credit Agent and, except for gross negligence (B) in all other cases, to the applicable Junior Collateral Agent (or, if there is more than one applicable Junior Collateral Agent, the Junior Collateral Agent acting as agent or willful misconduct trustee in respect of the largest amount of Junior Obligations) the remaining Pledged Collateral (if any) together with any necessary endorsements (or otherwise cooperate to allow such Junior Collateral Agent to obtain control of such Pledged Collateral) or as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as jurisdiction may otherwise be required by applicable law or court order direct and (ii) with respect to any Pledged Collateral that constitutes a written notice prepared deposit or other account, such Senior Collateral Agent shall, at the request of such Junior Collateral Agent, either (A) transfer all cash and other assets in such account to an account controlled by Second Lien such Junior Collateral Agent or (B) cooperate with the Company and such Junior Collateral Agent (at Issuer’s expensethe expense of the Company) in permitting control of such account to be transferred to such Junior Collateral Agent. Any Junior Collateral Agent vested with control of any Pledged Collateral pursuant to this clause (e) shall hold such Pledged Collateral as bailee for the other Junior Collateral Agent pursuant to the terms of this Section 5.5. (f) Notwithstanding anything to the contrary in any Junior Obligations Collateral Document, in the event the terms of a Senior Obligations Collateral Document and a Junior Obligations Collateral Document each landlord that has executed require the Company or any Subsidiary to (i) make payment in respect of any item of Common Collateral to, deliver any item of Common Collateral to or deposit any item of Common Collateral with, (ii) afford control over any item of Common Collateral to, (iii) register ownership of any item of Common Collateral in the name of or make an assignment of ownership of any Common Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a landlord’s waiver and each bailee that has executed similar capacity to agree to comply, in respect of any item of Common Collateral, with instructions or orders from, or to treat, in respect of any item of Common Collateral, as the entitlement holder, (v) hold any item of Common Collateral in trust for (to the extent such item of Common Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee waiver stating that Second or other third party to hold any item of Common Collateral for the benefit of or subject to the control of or, in respect of any item of Common Collateral, to follow the instructions of, or (vii) grant a power of attorney with respect to any Common Collateral to, in any case, both the applicable Senior Collateral Agent and the applicable Junior Collateral Agent, the Company or such Subsidiary may, until the applicable Discharge of Senior Obligations has occurred (or, in the case of compliance with the Senior Lender Collateral Documents, until the 2004 Notes First Lien Agent is entitled Transition Date), comply with such requirement under the Junior Obligations Collateral Document as it relates to exercise such Common Collateral by taking such action under the rights and take the actions set forth in such landlord’s waiver or bailee waiverapplicable Senior Obligations Collateral Documents only.

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any The ABL Collateral Agent agrees to hold that part of the ABL Priority Collateral that is in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor 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 (such ABL Priority Collateral being the “Pledged ABL Priority Collateral”) as collateral agent for the ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Term Collateral Agent (on behalf of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority Collateral, in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Documents, the Term Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). Following the Discharge of ABL Obligations, the Term Collateral Agent agrees to hold the Pledged ABL Priority Collateral as collateral agent for the Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the Term Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). As security for the payment and performance in full of all the Notes Obligations and Term Obligations each Grantor hereby grants to the ABL Collateral Agent for the benefit of the Notes Secured Parties and the Term Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. Subject to the terms of this Agreement, (x) until the Discharge of ABL Obligations has occurred, the ABL Collateral Agent shall be entitled to deal with the Pledged ABL Priority Collateral in accordance with the terms of the ABL Documents as if the Liens of the Term Collateral Agent under the Term Security Documents and the Liens of the Notes Collateral Agent under the Notes Security Documents did not exist and (y) following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, the Term Collateral Agent shall be entitled to deal with the Pledged ABL Priority Collateral in accordance with the terms of the Term Documents as if the Liens of the Notes Collateral Agent under the Notes Security Documents did not exist. The rights of the Term Collateral Agent and the Notes Collateral Agent shall at all times be subject to the terms of this Agreement and to the ABL Collateral Agent’s rights under the ABL Documents. The ABL Collateral Agent shall have no obligation whatsoever to any ABL Secured Party, the Term Collateral Agent, any Term Secured Party, the Notes Collateral Agent or any Notes Secured Party to ensure that the Pledged ABL 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 3.4(f). The duties or responsibilities of the ABL Collateral Agent under this Section 3.4(f) shall be limited solely to holding the Pledged ABL Priority Collateral as bailee or agent in accordance with this Section 3.4(f). The Term Collateral Agent shall have no obligation whatsoever to any Term Secured Party, the Notes Collateral Agent or any Notes Secured Party to ensure that the Pledged ABL 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 3.4(f). The duties or responsibilities of the Term Collateral Agent under this Section 3.4(f) shall be limited solely to holding the Pledged ABL Priority Collateral as bailee or agent in accordance with this Section 3.4(f). The ABL Collateral Agent acting pursuant to this Section 3.4(f) shall not have any duty or liability to protect or preserve any rights pertaining to any by reason of the ABL Security Documents, the Term Security Documents, the Notes Security Documents, this Agreement or any other document a fiduciary relationship in respect of any ABL Secured Party, the Term Collateral andAgent, except for gross negligence any Term Secured Party, the Notes Collateral Agent or willful misconduct as determined any Notes Secured Party. The Term Collateral Agent acting pursuant to this Section 3.4(f) shall not have by reason of the Term Security Documents, the Notes Security Documents, this Agreement or any other document a final non-appealable order fiduciary relationship in respect of any Term Secured Party, the Notes Collateral Agent or any Notes Secured Party. Upon the Discharge of ABL Obligations under the ABL Documents to which the ABL Collateral Agent is a party, the ABL Collateral Agent shall deliver or cause to be delivered the remaining Pledged ABL Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements, first, to the Term Collateral Agent to the extent Term Obligations remain outstanding, second, to the Notes Collateral Agent to the extent Notes Obligations remain outstanding, and third, to the applicable Grantor to the extent no ABL Obligations, Term Obligations or Notes Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged ABL Priority Collateral) and will cooperate with the Term Collateral Agent or Notes Collateral Agent, as applicable, in assigning (without recourse to or warranty by the ABL Collateral Agent or any ABL Secured Party or agent or bailee thereof) control over any other Pledged ABL Priority Collateral under its control. The ABL Collateral Agent further agrees to take all other action reasonably requested by such Person in connection with such Person obtaining a first priority interest in the Pledged ABL Priority Collateral or as a court of competent jurisdictionjurisdiction may otherwise direct. Following the Discharge of ABL Obligations and upon the Discharge of Term Obligations under the Term Documents to which the Term Collateral Agent is a party, the non-possessing Term Collateral Agent shall deliver or non-controlling Creditor hereby waives cause to be delivered the remaining Pledged ABL Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements, first, to the Notes Collateral Agent to the extent Notes Obligations remain outstanding, and releases second, to the applicable Grantor to the extent no Term Obligations or Notes Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged ABL Priority Collateral) and will cooperate with the Notes Collateral Agent in assigning (without recourse to or warranty by the Term Collateral Agent or any Term Secured Party or agent or bailee thereof) control over any other Creditor fromPledged ABL Priority Collateral under its control. The Term Collateral Agent further agrees to take all other action reasonably requested by such Person in connection with such Person obtaining a first priority interest in the Pledged ABL Priority Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary herein, if, for any reason, any Term Obligations remain outstanding upon the Discharge of ABL Obligations, all claims rights of the ABL Collateral Agent hereunder and liabilities arising pursuant to under the possessing Term Security Documents, the ABL Security Documents or controlling Creditor’s role as bailee the Notes Security Documents (1) with respect to the delivery and control of any part of the ABL Priority Collateral, so long and (2) to direct, instruct, vote upon or otherwise influence the maintenance or disposition of such ABL Priority Collateral, shall immediately, and (to the extent permitted by law) without further action on the part of either of the Term Collateral Agent, the ABL Collateral Agent or the Notes Collateral Agent, pass to the Term Collateral Agent, who shall thereafter hold such rights for the benefit of the Term Secured Parties and as the possessing or controlling Creditor shall use the same degree of care bailee for and, with respect thereto to any collateral that cannot be perfected in such manner, as agent for, the possessing or controlling Creditor uses for similar property pledged to Notes Secured Parties. Each of the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien ABL Collateral Agent and the First Lien Lenders shall have received final payment in full in cash Grantors agrees that it will, if any Term Obligations or Notes Obligations remain outstanding upon the Discharge of all of ABL Obligations, take any other action required by any law or reasonably requested by the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Term Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Notes Collateral Agent, except as otherwise may be required by applicable law or court order. After in connection with the Term Collateral Agent’s establishment and perfection of a First Lien Agent Priority security interest in the ABL Priority Collateral and the First Lien Lenders Notes Collateral Agent’s establishment and perfection of a Second Priority security interest in the ABL Priority Collateral. Notwithstanding anything to the contrary contained herein, if for any reason, prior to the Discharge of Term Obligations, the ABL Collateral Agent or the Notes Collateral Agent acquires possession of any Pledged Term Priority Collateral, the ABL Collateral Agent or the Notes Collateral Agent shall have received final payment hold same as bailee and/or agent to the same extent as is provided in full in cash of all of preceding clause (i) with respect to Pledged ABL Priority Collateral, provided that as soon as is practicable the First Lien Obligations and ABL Collateral Agent or the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Notes Collateral Agent shall deliver or cause to be delivered such Pledged Term Priority Collateral to the Term Collateral Agent in a manner otherwise consistent with the requirements of preceding clause (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverv).

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any (a) The Senior Indebtedness Representative agrees to hold that part of the Collateral that is in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor 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 Uniform Commercial Code (such Collateral being the “Pledged Collateral”) as collateral agent for the Senior Revolving Claimholders and as bailee for the Term Administrative Agent and any assignee solely for the purpose of perfecting the security interest granted under the Senior Revolving Credit Documents and the Term Credit Documents, respectively, subject to the terms and conditions of this Section 5.5. (b) Subject to the terms of this Agreement, until the Discharge of Senior Indebtedness has occurred, the Senior Indebtedness Representative shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Revolving Credit Documents as if the Liens of the Term Administrative Agent under the Term Collateral Documents did not exist. The rights of the Term Administrative Agent shall at all times be subject to the terms of this Agreement. (c) The Senior Indebtedness Representative shall have no obligation whatsoever to the Senior Revolving Claimholders and the Term Administrative Agent or any Term Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Obligors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the Senior Indebtedness Representative under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.5. (d) The Senior Indebtedness Representative acting pursuant to this Section 5.5 shall not have any duty or liability to protect or preserve any rights pertaining to any by reason of the Senior Revolving Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdictionDocuments, the non-possessing Term Collateral Documents, this Agreement or non-controlling Creditor hereby waives and releases any other document a fiduciary relationship in respect of the other Creditor fromSenior Revolving Claimholders, all claims and liabilities arising pursuant the Term Administrative Agent or any Term Claimholder. (e) Upon the Discharge of the Senior Indebtedness under the Senior Revolving Credit Documents to which the Senior Indebtedness Representative is a party, the Senior Indebtedness Representative shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, to the possessing or controlling Creditor’s role as bailee with respect Term Administrative Agent to the Collateral, so long as extent Subordinated Obligations remain outstanding. The Senior Indebtedness Representative further agrees to take all other action reasonably requested by the possessing or controlling Creditor shall use the same degree of care Term Administrative Agent in connection with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral it obtaining a first priority interest in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiver.

Bailee for Perfection. (a) Each Creditor Lender hereby appoints the other Creditor other, and each hereby agrees to serve, as agent and bailee for the purposes other Lender for the limited purpose of perfecting their respective Liens on the other Creditor’s Liens Collateral which may at any time be in and on any its possession during the term of this Intercreditor Agreement. Each Term Loan Lender shall promptly notify Revolving Loan Agent in writing of the receipt by such Term Loan Lender of any Revolving Loan Priority Collateral and, at Revolving Loan Agent's request, shall promptly deliver possession of such Collateral to Revolving Loan Agent. (b) After the termination of the financing arrangements of Revolving Loan Lenders with Borrowers and the final satisfaction payment in full of the Revolving Loan Debt in cash or other immediately available funds, Revolving Loan Agent shall, upon the request of Term Loan Collateral Agent, deliver the remainder of any certificated securities, if any, in its possession to Term Loan Collateral Agent, except in the event and to the extent that (i) Revolving Loan Agent or any Revolving Loan Lender has retained or otherwise acquired such Collateral in satisfaction of the possession Revolving Loan Debt, (ii) such Collateral has been sold or under otherwise disposed of by such Lender or by any Debtor as provided herein or (iii) except as may otherwise be required by applicable law or any order of any court or other governmental or regulatory authority. Each Debtor acknowledges and agrees to the control delivery by Revolving Loan Agent to Term Loan Collateral Agent of any such Collateral and waives and releases each Lender from any liability as a result of such Creditor or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of any Collateral action. (c) Each Lender shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral and, except in its possession and no Lender shall have any liability to any other Lender for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all any claims and liabilities at any time arising pursuant to the possessing or controlling Creditor’s role of such Lender as agent and bailee with respect to the Collateral, Collateral in its actual possession so long as the possessing or controlling Creditor such Lender shall use the same degree of care with respect thereto as the possessing or controlling Creditor it uses for similar property pledged to the possessing or controlling Creditor it as collateral for indebtedness of others to it. (d) In the possessing or controlling Creditor. Prior event that Revolving Loan Agent may have rights of access to the date on which First Lien any premises leased by any Borrower pursuant to an agreement between Revolving Loan Agent and the First Lien landlord of such premises, to the extent expressly permitted under such agreement, Revolving Loan Agent shall allow the Term Loan Collateral Agent access to the premises so long as such access does not interfere in any way with the rights of any Revolving Loan Lender or delay the exercise by Revolving Loan Agent and any other Revolving Loan Lenders shall have received final payment in full in cash of all its or their rights. If the agreement between the landlord of the First Lien Obligations premises and the First Lien landlord does not expressly allow Revolving Loan Agreements have been terminatedAgent to allow other secured parties on the premises, any Collateral in then Debtors shall seek such agreements from the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverlandlords.

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any (i) Senior Collateral Agent agrees to hold that part of the Collateral that is in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor 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 (such Collateral being the “Pledged Collateral”) as collateral agent for Junior Lender and any assignee thereof solely for the purpose of perfecting the security interest granted under the Senior Debt Documents and the Junior Debt Documents, respectively, subject to the terms and conditions of this Section 3.4(c); provided, however, that Senior Lender shall not owe a duty of care to Junior Lender and shall have no responsibility to treat or handle such collateral other than in accordance with its standard practices. (ii) Subject to the terms of this Agreement, until the Senior Debt has been Paid in Full, Senior Lender shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Debt Documents and subject to the terms of this Agreement. The rights of Junior Lender in the Pledged Collateral shall at all times be subject to the terms of this Agreement. (iii) Senior Lender, acting pursuant to this Section 3.4(c) shall not have by reason of the Senior Debt Documents, the Junior Debt Documents, this Agreement or any duty other document a fiduciary relationship of or any liability to protect or preserve any rights pertaining to any of Junior Lender in connection with its holding the Collateral andPledged Collateral, except other than for its gross negligence or willful misconduct as determined pursuant to by a final final, non-appealable order of a court of competent jurisdiction. (iv) Upon the Payment in Full of the Senior Debt, Senior Collateral Agent shall deliver or cause to be delivered the non-possessing remaining Pledged Collateral (if any) in its possession or non-controlling Creditor hereby waives in the possession of its agents or bailees, together with any necessary endorsements, (A) first, to Junior Lender to the extent that Junior Debt remains outstanding and releases (B) second, to the applicable Obligor of the relevant Lien to the extent no Senior Debt or Junior Debt remains outstanding (in each case, so as to allow such Person to obtain control of such Pledged Collateral) and will cooperate with such Person, in assigning (without recourse to or warranty by Senior Lender or agent or bailee thereof and without any obligation of Senior Lender to incur expenses) control over any other Creditor fromPledged Collateral under its control. (v) Notwithstanding anything to the contrary herein, if, for any reason, any Junior Debt remains outstanding upon the Payment in Full of the Senior Debt, all claims rights of Senior Lender hereunder and liabilities arising pursuant to under the possessing or controlling Creditor’s role as bailee Senior Debt Documents (A) with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent delivery and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder any part of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expenseB) to each landlord direct, instruct, vote upon or otherwise influence the maintenance or disposition of such Collateral, shall immediately, and (to the extent permitted by law) without further action on the part of Junior Lender or Senior Lender, pass to Junior Lender (it being understood that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled the Junior Lender shall have no obligation to exercise the rights and take the actions set forth in any such landlord’s waiver or bailee waiver.rights). SFDOCS01/318383.4 19 Midway – Subordination Agreement

Bailee for Perfection. Each Creditor hereby appoints (a) Bank agrees to hold the other Creditor Common Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as agent bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (b) Until the Discharge of First Priority Lien Obligations has occurred, Bank shall be entitled to deal with the Common Collateral in its possession or control in accordance with the terms of the Senior Lender Collateral Documents as if no bailee arrangement with the Trustee existed. The rights of the Trustee shall at all times be subject to the terms of this Agreement and to Bank’s rights under the Senior Lender Documents. (c) Bank shall have no obligation whatsoever to the Trustee or any Noteholder to assure that the Common Collateral in its possession or control is genuine or owned by the Borrower or one of its Subsidiaries or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of Bank under this Section 5.5 shall be limited solely to holding the Common Collateral in its possession or control as bailee for the Trustee for purposes of perfecting the other Creditor’s Liens in and on any Lien held by the Trustee. (d) Bank shall not have by reason of the Noteholder Security Agreement or this Agreement or any other document a fiduciary relationship in respect of the Trustee or any Noteholder. Bank makes no representations as to the value or condition of the Common Collateral or any part thereof, as to the title of the Borrower or any Subsidiary to the Common Collateral, as to the security afforded by this Agreement or any other document relating to the Common Collateral or, as to the validity, execution, enforceability, legality or sufficiency of this Agreement or any other document relating to the Common Collateral, and Bank shall incur no liability or responsibility in respect of any such matters. Bank shall not be responsible for insuring the Common Collateral, for the payment of taxes, charges, assessments or liens upon the Common Collateral or otherwise as to the maintenance of the Common Collateral. Bank shall have no duty to the Borrower or any Subsidiary or, except as expressly provided above, to the Trustee or any Noteholder, as to any Common Collateral in the its possession or under the control of such Creditor or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of any Collateral shall not have agent or nominee of Bank or any duty income thereon or liability as to protect the preservation of rights against prior parties or preserve any other rights pertaining thereto. (e) Upon the Discharge of First Priority Lien Obligations, the Bank shall deliver to the Trustee the Common Collateral in its possession or control together with any necessary endorsements (or otherwise allow the Trustee to obtain control of the Collateral and, except for gross negligence such Collateral) or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing jurisdiction may otherwise direct or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverlaw.

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any (i) The ABL Facility Security Agent agrees to hold or control that part of the ABL Facility First Lien Collateral that is in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor 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 First Lien Collateral being the “Pledged ABL Facility First Lien Collateral”) as collateral agent for the ABL Facility Secured Parties and as bailee for and, with respect to any ABL Facility First Lien Collateral that cannot be perfected in such manner, as agent for, the Term Loan Security 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 3.4(e). (ii) Subject to the terms of this Agreement, until the Discharge of ABL Facility Obligations has occurred, the ABL Facility Security Agent shall be entitled to deal with the Pledged ABL Facility First Lien Collateral in accordance with the terms of the ABL Facility Documents as if the Liens of the Term Loan Security Agent under the Term Loan Security Documents did not exist. The rights of the Term Loan Security Agent shall at all times be subject to the terms of this Agreement and to the ABL Facility Security Agent’s rights under the ABL Facility Documents. (iii) The ABL Facility Security Agent shall have no obligation whatsoever to any ABL Facility Secured Party, the Term Loan Security Agent or any Term Loan Secured Party to ensure that the Pledged ABL Facility First Lien 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 3.4(e). The duties or responsibilities of the ABL Facility Security Agent under this Section 3.4(e) shall be limited solely to holding the Pledged ABL Facility First Lien Collateral as bailee or agent in accordance with this Section 3.4(e). (iv) The ABL Facility Security Agent acting pursuant to this Section 3.4(e) shall not have any duty or liability to protect or preserve any rights pertaining to any by reason of the Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdictionABL Facility Security Documents, the non-possessing Term Loan Security Documents, this Agreement or non-controlling Creditor any other document a fiduciary relationship in respect of any ABL Facility Secured Party, the Term Loan Security Agent or any Term Loan Secured Party, and each of the foregoing hereby waives and releases the other Creditor from, ABL Facility Security Agent from all claims and liabilities arising pursuant to the possessing or controlling CreditorABL Facility Security Agent’s role under this Section 3.4(e) as gratuitous bailee and agent with respect to the Pledged ABL Facility First Lien Collateral. (v) Upon the Discharge of ABL Facility Obligations, the ABL Facility Security Agent shall deliver or cause to be delivered the remaining Pledged ABL Facility First Lien Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements, (I) first, to the Term Loan Security Agent to the extent Term Loan Obligations remain outstanding and (II) 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 First Lien Collateral) and will cooperate with the Term Loan Security Agent or such Grantor, as the case may be, in assigning (without recourse to or warranty by the ABL Facility Security Agent or any ABL Facility Secured Party or agent or bailee thereof) control over any other Pledged ABL Facility First Lien Collateral under its control. The ABL Facility Security 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 first priority interest in the Pledged ABL Facility First Lien 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 Security Agent hereunder and under the Term Loan Security Documents or the ABL Facility Security Documents (1) with respect to the delivery and control of any part of the ABL Facility First Lien Collateral, so long as and (2) to direct, instruct, vote upon or otherwise influence the possessing maintenance or controlling Creditor disposition of such ABL Facility First Lien Collateral, shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged immediately, and (to the possessing extent permitted by law) without further action on the part of either of the Term Loan Security Agent or controlling Creditor as collateral for indebtedness of others the ABL Facility Security Agent, pass to the possessing or controlling CreditorTerm Loan Security Agent, who shall thereafter hold such rights for the benefit of the Term Loan Secured Parties. Prior to Each of the date on which First Lien ABL Facility Security 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 Term Loan Security Agent (subject to any limitations set forth in the Term Loan Facility Documents), in connection with the Term Loan Security Agent’s establishment and perfection of a First Priority security interest in the ABL Facility First Lien Lenders shall have received final payment in full in cash Collateral. (vii) Notwithstanding anything to the contrary contained herein, if for any reason, prior to the Discharge of all Term Loan Obligations, the ABL Facility Security Agent acquires possession of the any Pledged Term Loan First Lien Obligations and Collateral, the ABL Facility Security 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 First Lien Loan Agreements have been terminatedCollateral, any Collateral in provided that as soon as is practicable the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien ABL Facility Security Agent shall deliver or cause to be delivered such Pledged Term Loan First Lien Collateral to the Term Loan Security Agent in a manner otherwise consistent with the requirements of preceding clause (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverv).

Bailee for Perfection. Each Creditor hereby appoints (a) The DIP Agent agrees to hold the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any Pledged Collateral that is part of the Common Collateral in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of its agents or bailees) as bailee for the Pre-Petition Agent and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect Pre-Petition Lender Security Agreement, subject to the Collateral, terms and conditions of this Section 5.4 and so long as the possessing or controlling Creditor DIP Agent shall use the same degree of care with respect thereto as the possessing or controlling Creditor DIP Agent uses for similar property pledged to the possessing or controlling Creditor DIP Agent as collateral for indebtedness obligations of others owing to the possessing or controlling Creditor. Prior DIP Agent. (b) The rights of the Pre-Petition Agent shall at all times be subject to the date on which First Lien terms of this Intercreditor Agreement and to the DIP Agent's rights under the DIP Lender Documents. (c) The DIP Agent and the First Lien Lenders shall have received final no obligation whatsoever to the Pre-Petition Agent or any Pre-Petition Lender to assure that the Pledged Collateral is genuine or owned by Exide or one of its Subsidiaries. The duties and responsibilities of the DIP Agent under this Section 5.4 shall be limited solely to holding the Pledged Collateral as bailee for the Pre-Petition Agent for purposes of perfecting the Lien held by the Pre-Petition Agent. (d) The DIP Agent shall not have by reason of the Pre-Petition Lender Security Agreement or this Intercreditor Agreement or any other document a fiduciary relationship in respect of the Pre-Petition Agent or any Pre-Petition Lender. (e) Upon the payment in full in cash of all of DIP Lender Claims, the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien DIP Agent shall deliver to the Pre-Petition Agent the Pledged Collateral together with any necessary endorsements (ior otherwise allow such DIP Agent to obtain control of such Pledged Collateral) the remainder or as a court of the Collateral, if any in their possession to Second Lien Agent, except as competent jurisdiction may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverdirect.

Bailee for Perfection. Each Creditor hereby appoints (a) The Intercreditor Agent agrees to hold the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any Pledged Collateral that is part of the Common Collateral in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of its agents or bailees) as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (b) The Intercreditor Agent agrees that if it exercises its right under the Security Agreement to hold the Deposit Account Collateral, the Intercreditor Agent shall hold such Deposit Account Collateral as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) In the event that the Intercreditor Agent (or its agent or bailees) has Lien filings against Intellectual Property that is part of the Common Collateral that are necessary for the perfection of Liens in such Common Collateral, the Intercreditor Agent agrees to hold such Liens as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Liens pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (d) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurred, the Intercreditor Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall not at all times be subject to the terms of this Agreement. (e) The Intercreditor Agent shall have no obligation whatsoever to the Trustee or any duty Noteholder to assure that the Pledged Collateral is genuine or liability owned by the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to any the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Intercreditor Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral and, except as bailee for gross negligence the Trustee for purposes of perfecting the Lien held by the Trustee. (f) The Intercreditor Agent shall not have by reason of the Noteholder Collateral Documents or willful misconduct as determined pursuant to this Agreement or any other document a final non-appealable order fiduciary relationship in respect of a court of competent jurisdiction, the non-possessing Trustee or non-controlling Creditor any Noteholder and the Trustee and the Noteholders hereby waives waive and releases release the other Creditor from, Intercreditor Agent from all claims and liabilities arising pursuant to the possessing or controlling CreditorIntercreditor Agent’s role under this Section 5.5, as agent and bailee with respect to the Common Collateral. (g) Upon the Discharge of Senior Lender Claims, so long as the possessing or controlling Creditor Intercreditor Agent shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged deliver to the possessing or controlling Creditor as collateral for indebtedness of others Trustee, to the possessing extent that it is legally permitted to do so, the remaining Pledged Collateral (if any) and the Deposit Account Collateral (if any) together with any necessary endorsements (or controlling Creditorotherwise allow the Trustee to obtain control of such Pledged Collateral and Deposit Account Collateral) or as a court of competent jurisdiction may otherwise direct. Prior The Intercreditor Agent shall also execute and deliver to the date on which First Lien Agent and Trustee assignments in favor of the First Lien Lenders shall have received final payment in full in cash Trustee for the benefit of the Noteholders, of all of the First Lien Obligations Intercreditor Agent’s interests in any landlord waivers and moneys constituting Common Collateral due or to become due under “Government Contracts” as described under Section (6)(g) of the First Lien Loan Agreements have been terminatedNoteholder Security Agreement held by the Intercreditor Agent in connection with any Common Collateral. The Company shall take such further action as is required to effectuate the transfer contemplated hereto and shall indemnify the Intercreditor Agent for loss or damage suffered by the Intercreditor Agent as a result of such transfer except for loss or damage suffered by the Intercreditor Agent as a result of its own willful misconduct, gross negligence or bad faith. The Intercreditor Agent has no obligation to follow instructions from the Trustee in contravention of this Agreement. (h) Neither the Intercreditor Agent nor the Senior Lenders shall be required to marshal any Collateral in present or future collateral security for the possession Company’s or under its Subsidiaries’ obligations to the control of Second Lien Intercreditor Agent or the Second Lien Creditor Senior Lenders under the Senior Credit Agreement or the Senior Collateral Documents or any assurance of payment in respect thereof or to resort to such collateral security or other assurances of payment in any particular order, and all of their rights in respect of such collateral security or any assurance of payment in respect thereof shall be forthwith delivered cumulative and in addition to First Lien Agentall other rights, except as otherwise may be required by applicable law however existing or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverarising.

Bailee for Perfection. (a) Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any Agent agrees to hold that part of the Collateral that is in the its possession or under the control of such Creditor control, or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of any its agents or bailees (such Collateral being called the “Pledged or Controlled Collateral”), as collateral agent for its Related Secured Parties and as gratuitous bailee for the Agent and Secured Parties of the other Class (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the UCC) solely for the purpose of perfecting the security interest granted under the Credit Documents of such other Class, subject to the terms and conditions of this Section. (b) No Agent shall not have any duty obligation whatsoever to its Related Secured Parties or liability to protect any Secured Party of the other Class to ensure that the Pledged or preserve any rights pertaining to Controlled Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person. The duties or responsibilities of any Agent to any Secured Party of the other Class under this Section shall be limited solely to holding the Pledged or Controlled Collateral andin its possession or under its control as gratuitous bailee in accordance with this Section and delivering such Pledged or Controlled Collateral upon the Discharge of Obligations of the applicable Class as provided in Section 4.03. (c) No Agent acting pursuant to this Section shall have by reason of any Credit Document, except for this Agreement or any other document or agreement a fiduciary relationship in respect any Secured Party or any liability to any Secured Party, absent gross negligence or willful misconduct as on the part of such Agent (such absence to be presumed unless otherwise determined pursuant to by a final final, non-appealable order judgment of a court of competent jurisdiction), the non-possessing or non-controlling Creditor and each Secured Party hereby waives and releases the other Creditor from, each Agent from all claims and liabilities arising pursuant to the possessing or controlling Creditorany Agent’s role under this Section 5.04 as gratuitous bailee with respect to the Pledged or Controlled Collateral. (d) Subject to the terms of this Agreement, so long as the possessing Discharge of Obligations of the applicable Class has not occurred, each Agent shall be entitled to deal with the Pledged or controlling Creditor shall use Controlled Collateral in accordance with the same degree terms of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent this Agreement and the First Lien Lenders shall have received final payment in full in cash of all Credit Documents of the First Lien Obligations and applicable Class. Upon the First Lien Loan Agreements have been terminatedDischarge of such Obligations, any Collateral such Agent shall, at the expense of the Grantors, take such other actions as are reasonably requested by the other Agent in the connection with such other Agent obtaining a first-priority interest in, or possession or under the control of Second Lien Agent of, such Pledged or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Controlled Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiver.

Bailee for Perfection. Each (i) Senior Agent and Junior Creditor hereby appoints each agree to hold that part of the Control Collateral that is in its possession (or in the possession of its agents or bailees) to the extent that possession thereof is taken to perfect a Lien thereon under the UCC or other applicable law, as bailee and as a non-fiduciary representative for Junior Creditor or Senior Agent, as applicable, solely for the purpose of perfecting the Lien granted under the Senior Loan Documents or the Junior Loan Documents, as applicable, subject to the terms and conditions of this Section 24. Unless and until the Payment-in-Full of Senior Indebtedness, Junior Creditor agrees to promptly notify Senior Agent of any Control Collateral held by it, and, promptly upon the request of Senior Agent at any time prior to the Payment-in-Full of the Senior Indebtedness, Junior Creditor agrees to deliver to Senior Agent any such Control Collateral held by it, together with any necessary endorsements (or otherwise allow Senior Agent to obtain possession of such Control Collateral). Upon Payment-in-Full of the Senior Indebtedness, promptly upon the request of Junior Creditor at Junior Creditor’s cost and expense, Senior Agent agrees to deliver to Junior Creditor any such Control Collateral held by it, together with any necessary endorsements (or otherwise allow Junior Creditor to obtain possession of such Control Collateral); provided that the Credit Parties shall not be required to deliver control agreements for the benefit of the Junior Creditor. (ii) Senior Agent shall have no obligation whatsoever to Junior Creditor to ensure that the Control Collateral is genuine or owned by any of the Credit Parties or to preserve rights or benefits of any Person. Junior Creditor shall have no obligation whatsoever to Senior Agent or any other Senior Creditor to ensure that the Control Collateral is genuine or owned by any of Credit Parties or to preserve rights or benefits of any Person. The duties or responsibilities of Senior Agent under this Section 24 shall be limited solely to possession of the Control Collateral as bailee and non-fiduciary representative in accordance with this Section 24 and delivering the Control Collateral upon a Payment-in-Full of the Senior Indebtedness. The duties or responsibilities of Junior Creditor under this Section 24 shall be limited solely to possession of the Control Collateral as bailee and non-fiduciary representative in accordance with this Section 24 and delivering the Control Collateral to the Senior Agent as required by Section 24(i). (iii) Senior Agent acting pursuant to this Section 24 shall not have by reason of the Senior Loan Documents, the Junior Loan Documents, or this Agreement, a fiduciary relationship in respect of Junior Creditor. Junior Creditor acting pursuant to this Section 24 shall not have by reason of the Senior Loan Documents, the Junior Loan Documents, or this Agreement, a fiduciary relationship in respect of Senior Agent or any other Senior Creditor. (iv) Senior Agent agrees to hold control over such deposit and securities accounts as gratuitous agent for the purposes of perfecting Junior Creditor, subject to the other Creditor’s Liens in terms and on any conditions of the Collateral in the possession or under the control of such Creditor or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of any Collateral shall not have any duty or liability to protect or preserve any rights this Section 24 pertaining to any of the Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Control Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiver.

Bailee for Perfection. (a) Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any Prior Agent agrees to hold that part of the Common Collateral on which it holds a Prior Lien and that is in the its possession or under the control of such Creditor control, or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of its agents or bailees (such Collateral being the “Pledged Collateral”), as collateral agent for its Related Secured Parties and as gratuitous bailee and, with respect to such Common Collateral that cannot be perfected in such manner, as agent for, the other Agents (such bailment or agency being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the UCC) and any assignee thereof solely for the purpose of perfecting the security interests granted under the applicable Credit Documents, subject to the terms and conditions of this Section. Each Junior Agent agrees (a) to hold any part of the Pledged Collateral of which it obtains possession or control (including through any of its agents or bailees) as collateral agent for the Prior Secured Parties and Junior Secured Parties and any assignees of the foregoing solely for the purpose of perfecting the security interest granted under the applicable Prior Credit Documents, subject to the terms and conditions of this Section and (b) as soon as practicable after it (or any of its agents or bailees) obtains possession of any Common Collateral, deliver or cause to be delivered such Common Collateral, together with any necessary endorsements, to the Controlling Agent so as to allow such Controlling Agent to obtain control of such Common Collateral and cooperate with such Controlling Agent to assign control over such Common Collateral to the Controlling Agent (or its agents or bailees). (b) No Prior Agent shall not have any duty obligation whatsoever to the Junior Agents or liability the Junior Secured Parties to protect ensure that any Pledged Collateral is genuine or preserve any rights pertaining to owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section. The duties or responsibilities of any Agent to the other Agents or the Other Secured Parties under this Section shall be limited solely to holding Pledged Collateral andin its possession or under its control as gratuitous bailee or agent in accordance with this Section and delivering such Pledged Collateral upon the Discharge of Prior Obligations as provided in paragraph (d) below. (c) No Prior Agent, except for acting pursuant to this Section, shall have by reason of any Credit Document, this Agreement or any other document a fiduciary relationship in respect of any other Agent or any Secured Party, or any liability to any other Agent or any Secured Party, absent gross negligence or willful misconduct as determined pursuant to a final non-appealable order on the part of a court such Prior Agent. (d) Upon the Discharge of competent jurisdictionPrior Obligations, the non-possessing Controlling Agent as in effect immediately prior to such Discharge of Prior Obligations shall transfer possession of such Common Collateral physically held by such Controlling Agent (or non-controlling Creditor hereby waives any agent, bailee or designee thereof (other than any other Agent)) and otherwise shall take commercially reasonable actions (in each case at the sole cost and expense of the Grantors) to transfer possession or control of such other Common Collateral or any such account to the Rising Prior Agent (to the extent the Rising Prior Agent has a Priority Lien on such Common Collateral or account after giving effect to any prior or concurrent releases of Liens) including, in the case of any deposit or securities account or securities account holding Common Collateral maintained with such Controlling Agent, taking commercially reasonable actions to enter into a control agreement in favor of the Rising Agent, or transferring all cash and other Creditor fromassets in such account to (i) one or more depositary institutions or securities intermediaries that enter into such a control agreement or (ii) an account maintained by the Rising Prior Agent (or on terms otherwise reasonably acceptable to the Rising Prior Agent)). Notwithstanding anything to the contrary herein, if, for any reason, any Junior Obligations remain outstanding upon the Discharge of Prior Obligations, all claims rights of the Controlling Agent as in effect immediately prior to such Discharge of Prior Obligations, hereunder and liabilities arising pursuant to under the possessing or controlling Creditor’s role as bailee applicable Collateral Documents (1) with respect to the delivery and control of any part of the Common Collateral subject to a Prior Lien of such Controlling Agent, and (2) to direct, instruct, vote upon or otherwise influence the maintenance or disposition of such Common Collateral, shall immediately, and (to the extent permitted by law) without further action on the part of either of the Rising Agent or such Controlling Agent, pass to the Rising Agent, who shall thereafter hold such rights for the benefit of its Related Secured Parties. (e) Subject to the terms of this Agreement, so long as the possessing Discharge of Prior Obligations has not occurred, the Controlling Agent shall be entitled to deal with the Pledged Collateral or controlling Creditor shall use Collateral within its “control” in accordance with the same degree terms of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent this Agreement and the First Lien Lenders shall have received final payment in full in cash of all applicable Prior Credit Documents as if the Junior Liens of the First Lien Obligations Junior Agents and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverJunior Secured Parties did not exist.

Bailee for Perfection. Each Creditor hereby appoints (a) The Senior Collateral Agent agrees to hold the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any Pledged Collateral that is part of the Collateral in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of its agents or bailees) as bailee for the Noteholder Collateral Agent and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Agreement, the Noteholder Pledge Agreement or the other Noteholder Collateral Documents, subject to the terms and conditions of this Section 5.5. (b) Until the Discharge of Senior Lender Claims has occurred, the Senior Collateral Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Lien of the Noteholder Collateral Agent under the Noteholder Security Agreement did not exist. The rights of the Noteholder Collateral Agent with respect to the Pledged Collateral shall at all times be subject to the terms of this Agreement and to the Senior Collateral Agent's rights under the Senior Lender Documents. (c) The Senior Collateral Agent shall have no obligation whatsoever to the Noteholder Collateral Agent or any Noteholder to assure that the Pledged Collateral is genuine or owned by the Borrower or any of its Subsidiaries or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the Senior Collateral Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Noteholder Collateral Agent for purposes of perfecting the Lien held by the Noteholder Collateral Agent. (d) The Senior Collateral Agent shall not have any duty or liability to protect or preserve any rights pertaining to any by reason of the Noteholder Security Agreement or this Agreement or any other document a fiduciary relationship in respect of the Noteholder Collateral andAgent or any Noteholder. (e) Upon the Discharge of Senior Lender Claims, except for gross negligence the Senior Collateral Agent shall deliver to the Noteholder Collateral Agent the Pledged Collateral in its possession or willful misconduct control (or in the possession or control of its agents or bailees) together with any necessary endorsements (or otherwise allow the Noteholder Collateral Agent to obtain control of such Pledged Collateral) or as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as jurisdiction may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverdirect.

Bailee for Perfection. Each Creditor (a) The Second Lien Agent hereby appoints the other Creditor as agent for First Lien Agent to hold, and the purposes of perfecting the other Creditor’s Liens in First Lien Agent accepts such appointment and on any agrees to hold, all of the Collateral in the possession or under the control of such Creditor or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor ’s possession or control (or in the possession or control of any its agents or bailees) as bailee and agent for the Second Lien Agent, solely for the purpose of perfecting the security interest granted in such Collateral shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing Noteholder Collateral Documents, subject to the terms and conditions of this Section 5.5. (b) Until the First Lien Lender Termination Date, the First Lien Agent shall be entitled to deal with the Collateral in their possession or controlling Creditorcontrol in accordance with the terms of the First Lien Lender Documents as if the Lien of the Second Lien Agent under the Noteholder Collateral Documents did not exist. The rights of the Second Lien Agent shall at all times be subject to the terms of this Agreement and to the First Lien Agent’s role rights under the First Lien Lender Documents. (c) The First Lien Agent shall have no obligation whatsoever to the Second Lien Agent or any other Noteholder to assure that the Collateral in the First Lien Agent’s possession or control is genuine or owned by any Obligor or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the First Lien Agent under this Section 5.5 shall be limited solely to holding the Collateral in its possession or control as bailee with respect for the Second Lien Agent for purposes of perfecting the Lien held by the Second Lien Agent and to the Collateral, so long as the possessing or controlling Creditor shall use using the same degree of care with respect thereto to such Collateral as the possessing or controlling Creditor First Lien Agent uses for similar property pledged to the possessing or controlling Creditor it as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which generally. (d) The First Lien Agent and the First Lien Lenders shall not have received final payment in full in cash of all by reason of the First Lien Obligations and Noteholder Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and any other Noteholder. (e) Upon the First Lien Lenders shall have received final payment in full in cash of all of Lender Termination Date, the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) to the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent the Collateral in its possession or control (at Issuer’s expenseor in the possession or control of its agents or bailees) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that together with any necessary endorsements (or otherwise allow the Second Lien Agent is entitled to exercise the rights and take the actions set forth in obtain control of such landlord’s waiver Collateral), or bailee waiveras a court of competent jurisdiction may otherwise direct.

Bailee for Perfection. Each Creditor hereby appoints (a) The Senior Agent agrees to hold the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any Pledged Collateral that is part of the Common Collateral in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of its agents or bailees) as bailee for the Bridge Agent and any respective assignee, solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Bridge Lender Security Agreement, subject to the terms and conditions of this Section 5.5 hereof and subject to the terms and conditions of Section 5.5 of the Intercreditor Agreement. (b) Until the Discharge of Senior Lender Claims has occurred, the Senior Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if no bailee arrangement with the Bridge Agent existed. The rights of the Bridge Agent shall at all times be subject to the terms of this Agreement and the Senior Agent’s rights under the Senior Lender Documents. (c) The Senior Agent shall have no obligation whatsoever to the Bridge Agent or any Bridge Lender to assure that the Pledged Collateral is genuine or owned by the Borrower or one of its Subsidiaries or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the Senior Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Bridge Agent for purposes of perfecting the Lien held by the Bridge Agent, subject to the rights and interests of the Trustee under the Intercreditor Agreement. (d) Except as required by law, the Senior Agent shall not have any duty or liability to protect or preserve any rights pertaining to any by reason of the Collateral andBridge Lender Security Agreement or this Agreement or any other document a fiduciary relationship in respect of the Bridge Agent or any Bridge Lender. (e) Upon the Discharge of Senior Lender Claims, except for gross negligence the Senior Agent shall deliver the Pledged Collateral, together with any necessary endorsements, to the Trustee (or willful misconduct otherwise allow the Trustee to obtain control of such Pledged Collateral) or as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as jurisdiction may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverdirect.

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any of the Collateral in the possession or under the control of such Creditor or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of any Collateral shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s Borrower’ expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiver.. Intercreditor and Subordination Agreement

Bailee for Perfection. Each Creditor Agent hereby appoints the other Creditor Agent to act as its agent and bailee for the purposes of perfecting the other Creditor’s their respective Liens in and on any of the Collateral in the possession or under the control of such Creditor or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien AgentPerson; provided, that, the Creditor an Agent in the possession or control of any Collateral shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor Agent hereby waives and releases the other Creditor from, Agent from all claims and liabilities arising pursuant to the possessing or controlling Creditor’s Agent's role as agent and bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use Agent uses the same degree of care with respect thereto as the possessing or controlling Creditor Agent uses for similar property pledged to the possessing or controlling Creditor Agent as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Working Capital Loan Agreements have been terminatedTermination Date, First Lien Working Capital Agent shall deliver (i) the remainder of the Collateral, if any any, in their its possession to Second Lien Term Loan Agent, transfer control of the remainder of the Collateral, if any, under its control to the Term Loan Agent and assign to the Term Loan Agent all of the Working Capital Agent's interest in any blocked depository accounts of Borrowers or any Obligor under the control of Working Capital Agent, in each case, except as may otherwise be required by applicable law or court order order. After the Term Loan A Repayment Date, Term Loan Agent shall deliver the remainder of the Collateral, if any, in its possession to Working Capital Agent, transfer control of the remainder of the Collateral, if any, under its control to the Working Capital Agent and (ii) a written notice prepared assign to the Working Capital Agent all of the Term Loan Agent's interest in any blocked depository accounts of Borrowers or any Obligor under the control of Term Loan Agent; in each case, except as may otherwise be required by Second Lien applicable law or court order. Upon such delivery of control of the remainder of the Collateral to Working Capital Agent, Working Capital Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver shall hold such Collateral in its possession as agent and each bailee that has executed a bailee waiver stating that Second Lien for Term Loan Agent is entitled to exercise for the rights and take benefit of the actions set forth Term A Lenders in such landlord’s waiver or bailee waiveraccordance with the first sentence of this Section 4.6.

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any (i) The Term Loan Security Agent agrees to hold or control that part of the Term Loan First Lien Collateral that is in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor 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 Term Loan First Lien Collateral being the “Pledged Term Loan First Lien Collateral”) as collateral agent for the Term Loan Secured Parties and as bailee for and, with respect to any Term Loan First Lien Collateral that cannot be perfected in such manner, as agent for, the ABL Facility Security Agent (on behalf of the ABL Facility Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the Term Loan Documents and the ABL Facility Documents, respectively, subject to the terms and conditions of this Section 2.4(e). (ii) Subject to the terms of this Agreement, until the Discharge of Term Loan Obligations has occurred, the Term Loan Security Agent shall be entitled to deal with the Pledged Term Loan First Lien Collateral in accordance with the terms of the Term Loan Documents as if the Liens of the ABL Facility Security Agent under the ABL Facility Security Documents did not exist. The rights of the ABL Facility Security Agent shall at all times be subject to the terms of this Agreement and to the Term Loan Security Agent’s rights under the Term Loan Documents. (iii) The Term Loan Security Agent shall have no obligation whatsoever to any Term Loan Secured Party, the ABL Facility Security Agent or any ABL Facility Secured Party to ensure that the Pledged Term Loan First Lien 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 2.4(e). The duties or responsibilities of the Term Loan Security Agent under this Section 2.4(e) shall be limited solely to holding the Pledged Term Loan First Lien Collateral as bailee or agent in accordance with this Section 2.4(e). (iv) The Term Loan Security Agent acting pursuant to this Section 2.4(e) shall not have any duty or liability to protect or preserve any rights pertaining to any by reason of the Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdictionTerm Loan Security Documents, the non-possessing ABL Facility Documents, this Agreement or non-controlling Creditor any other document a fiduciary relationship in respect of any Term Loan Secured Party, the ABL Facility Security Agent or any ABL Facility Secured Party, and each of the foregoing hereby waives and releases the other Creditor from, Term Loan Security Agent from all claims and liabilities arising pursuant to the possessing or controlling CreditorTerm Loan Security Agent’s role under this Section 2.4(e) as gratuitous bailee and agent with respect to the Pledged Term Loan First Lien Collateral. (v) Upon the Discharge of Term Loan Obligations, the Term Loan Security Agent shall deliver or cause to be delivered the remaining Pledged Term Loan First Lien Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements, (I) first, to the ABL Facility Security Agent to the extent ABL Facility Obligations remain outstanding and (II) second, to the applicable Grantor to the extent no Term Loan Obligations or ABL Facility Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged Term Loan First Lien Collateral) and will cooperate with the ABL Facility Security Agent or such Grantor, as the case may be, in assigning (without recourse to or warranty by the Term Loan Security Agent or any Term Loan Secured Party or agent or bailee thereof) control over any other Pledged Term Loan First Lien Collateral under its control. The Term Loan Security 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 first priority interest in the Pledged Term Loan First Lien Collateral or as a court of competent jurisdiction may otherwise direct. (vi) Notwithstanding anything to the contrary herein, if, for any reason, any ABL Facility Obligations remain outstanding upon the Discharge of Term Loan Obligations, all rights of the Term Loan Security Agent hereunder and under the Term Loan Security Documents or the ABL Facility Security Documents (1) with respect to the delivery and control of any part of the Term Loan First Lien Collateral, so long as and (2) to direct, instruct, vote upon or otherwise influence the possessing maintenance or controlling Creditor disposition of such Term Loan First Lien Collateral, shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged immediately, and (to the possessing extent permitted by law) without further action on the part of either of the ABL Facility Security Agent or controlling Creditor as collateral for indebtedness of others the Term Loan Security Agent, pass to the possessing or controlling CreditorABL Facility Security Agent, who shall thereafter hold such rights for the benefit of the ABL Facility Secured Parties. Prior to Each of the date on which First Lien Term Loan Security Agent and the Grantors agrees that it will, if any ABL Facility Obligations remain outstanding upon the Discharge of Term Loan Obligations, take any other action required by any law or reasonably requested by the ABL Facility Security Agent (subject to any limitations set forth in the ABL Facility Documents), in connection with the ABL Facility Security Agent’s establishment and perfection of a First Priority security interest in the Term Loan First Lien Lenders shall have received final payment in full in cash Collateral. (vii) Notwithstanding anything to the contrary contained herein, if for any reason, prior to the Discharge of all ABL Facility Obligations, the Term Loan Security Agent acquires possession of the any Pledged ABL Facility First Lien Obligations and Collateral, the Term Loan Security Agent shall hold same as bailee and/or agent to the same extent as is provided in preceding clause (i) with respect to Pledged Term Loan First Lien Collateral, provided that as soon as is practicable the Term Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Security Agent shall deliver or cause to be delivered such Pledged ABL Facility First Lien Collateral to the ABL Facility Security Agent in a manner otherwise consistent with the requirements of preceding clause (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverv).

Bailee for Perfection. Each Creditor hereby appoints (a) The Intercreditor Agent agrees to hold the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any Pledged Collateral that is part of the Common Collateral in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of its agents or bailees) as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (b) The Intercreditor Agent agrees that if it exercises its right under the Security Agreement to hold the Deposit Account Collateral, the Intercreditor Agent shall hold such Deposit Account Collateral as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) In the event that the Intercreditor Agent (or its agent or bailees) has Lien filings against Intellectual Property that is part of the Common Collateral that are necessary for the perfection of Liens in such Common Collateral, the Intercreditor Agent agrees to hold such Liens as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Liens pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (d) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurred, the Intercreditor Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall not at all times be subject to the terms of this Agreement. (e) The Intercreditor Agent shall have no obligation whatsoever to the Trustee or any duty Noteholder to assure that the Pledged Collateral is genuine or liability owned by the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to any the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Intercreditor Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral and, except as bailee for gross negligence the Trustee for purposes of perfecting the Lien held by the Trustee. (f) The Intercreditor Agent shall not have by reason of the Noteholder Collateral Documents or willful misconduct as determined pursuant to this Agreement or any other document a final non-appealable order fiduciary relationship in respect of a court of competent jurisdiction, the non-possessing Trustee or non-controlling Creditor any Noteholder and the Trustee and the Noteholders hereby waives waive and releases release the other Creditor from, Intercreditor Agent from all claims and liabilities arising pursuant to the possessing or controlling Creditor’s Intercreditor Agent's role under this Section 5.5, as agent and bailee with respect to the Common Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiver.

Bailee for Perfection. Each Creditor hereby appoints (a) The Credit Agent agrees to hold the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any Pledged Collateral that is part of the Common Collateral in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of its agents or bailees) as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (b) The Credit Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Credit Agent for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurred, the Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not exist. The rights of the Trustee and the Noteholders with respect to such Pledged Collateral shall not at all times be subject to the terms of this Agreement. (d) The Credit Agent shall have no obligation whatsoever to the Trustee or any duty Noteholder to assure that the Pledged Collateral is genuine or liability owned by the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to any the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Credit Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral and, except as bailee for gross negligence the Trustee for purposes of perfecting the Lien held by the Trustee. (e) The Credit Agent shall not have by reason of the Noteholder Collateral Documents or willful misconduct as determined pursuant to this Agreement or any other document a final non-appealable order fiduciary relationship in respect of a court of competent jurisdiction, the non-possessing Trustee or non-controlling Creditor any Noteholder and the Trustee and the Noteholders hereby waives waive and releases release the other Creditor from, Credit Agent from all claims and liabilities arising pursuant to the possessing or controlling CreditorCredit Agent’s role under this Section 5.5, as agent and bailee with respect to the Common Collateral. (f) Upon the Discharge of Senior Lender Claims, so long as the possessing or controlling Creditor Credit Agent shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged deliver to the possessing or controlling Creditor as collateral for indebtedness of others Trustee, to the possessing extent that it is legally permitted to do so, the remaining Pledged Collateral (if any) and the Deposit Account Collateral (if any) together with any necessary endorsements (or controlling Creditorotherwise allow the Trustee to obtain control of such Pledged Collateral and Deposit Account Collateral) or as a court of competent jurisdiction may otherwise direct. Prior The Company shall take such further action as is required to effectuate the transfer contemplated hereto and shall indemnify the Credit Agent for loss or damage suffered by the Credit Agent as a result of such transfer except for loss or damage suffered by the Credit Agent as a result of its own wilful misconduct or bad faith. The Credit Agent has no obligation to follow instructions from the Trustee in contravention of this Agreement. (g) Neither the Credit Agent nor the Senior Lenders shall be required to marshal any present or future collateral security for the Company’s or its Subsidiaries’ obligations to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Credit Agent or the Second Lien Creditor Senior Lenders under the Senior Credit Agreement or the Senior Collateral Documents or to resort to such collateral security or other assurances of payment in any particular order, and all of their rights in respect of such collateral security shall be forthwith delivered cumulative and in addition to First Lien Agentall other rights, except as otherwise may be required by applicable law however existing or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverarising.

Bailee for Perfection. Each Creditor hereby appoints (a) The Senior Agent agrees to hold the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any Pledged Collateral that is part of the Common Collateral in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of its agents or bailees) as bailee for the Collateral Agent and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. 144 (b) Until the Discharge of Senior Lender Claims has occurred, the Senior Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Lien of the Collateral Agent under the Noteholder Security Agreement did not exist. The rights of the Collateral Agent, the Noteholders and Trustee shall at all times be subject to the terms of this Agreement. (c) The Senior Agent shall have no obligation whatsoever to the Collateral Agent, the Trustee or any Noteholder to assure that the Pledged Collateral is genuine or owned by any Obligor or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the Senior Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Collateral Agent for purposes of perfecting the Lien held by the Collateral Agent. (d) The Senior Agent shall not have by reason of the Noteholder Security Agreement or this Agreement or any duty or liability to protect or preserve any rights pertaining to any other document a fiduciary relationship in respect of the Collateral andAgent, except for gross negligence the Trustee or willful misconduct any Noteholder. (e) Upon the Discharge of Senior Lender Claims, (i) the Senior Agent shall deliver to the Collateral Agent the Pledged Collateral together with any necessary endorsements or as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as jurisdiction may otherwise be required by applicable law or court order direct and (ii) a written notice prepared by Second Lien Agent in the case of any deposit account or securities account take such steps as may be required to transfer (without recourse and without representation or warranty and at Issuer’s expensethe expense of the Collateral Agent) all of its rights (as in effect immediately prior to the Discharge of Senior Lender Claims) to each landlord that has executed such deposit account or securities account to the Collateral Agent except as a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waivercourt of competent jurisdiction may otherwise direct.

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any (i) The ABL Collateral Agent agrees to hold that part of the ABL Priority Collateral that is in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor 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 (such ABL Priority Collateral being the “Pledged ABL Priority Collateral”) as collateral agent for the ABL Secured Parties and as bailee for the benefit and on behalf of and, with respect to any collateral that cannot be perfected in such manner, as agent for the benefit and on behalf of, the Pari Term Debt Agents (on behalf of the respective Series of Pari Term Debt Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority Collateral, in each case solely for the purpose of perfecting the security interest granted under the ABL Documents and the Pari Term Debt Documents, as applicable, subject to the terms and conditions of this Section 3.4(e). As security for the payment and performance in full of all the Pari Term Debt Obligations each Grantor hereby grants to the ABL Collateral Agent for the benefit of the Pari Term Debt Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. (ii) [Reserved]. (iii) The ABL Collateral Agent shall have no obligation whatsoever to any ABL Secured Party, the Pari Term Debt Agents or any Pari Term Debt Secured Party, to ensure that the Pledged ABL 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 3.4(e). The duties or responsibilities of the ABL Collateral Agent under this Section 3.4(f) shall be limited solely to holding the Pledged ABL Priority Collateral as bailee or agent in accordance with this Section 3.4(e). (iv) The ABL Collateral Agent acting pursuant to this Section 3.4(e) shall not have any duty or liability to protect or preserve any rights pertaining to any by reason of the ABL Security Documents, the Pari Term Debt Security Documents, this Agreement or any other document a fiduciary relationship in respect of any ABL Secured Party, any Pari Term Debt Agent or any Pari Term Debt Secured Party. (v) Upon the Discharge of ABL Obligations under the ABL Documents to which the ABL Collateral andAgent is a party, except for gross negligence the ABL Collateral Agent shall deliver or willful misconduct cause to be delivered the remaining Pledged ABL Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements or as determined pursuant to a final non-appealable order of a court of competent jurisdictionjurisdiction may otherwise direct, first, to the non-possessing Controlling Term Debt Agent until the Discharge of Term Obligation and Discharge of Additional Pari Term Debt Obligations has occurred and second, to the applicable Grantor to the extent no ABL Obligations or non-controlling Creditor hereby waives Pari Term Debt Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged ABL Priority Collateral) and releases will cooperate with the Controlling Term Debt Agent in assigning (without recourse to or warranty by the ABL Collateral Agent or any ABL Secured Party or agent or bailee thereof) control over any other Creditor fromPledged ABL Priority Collateral under its control. The ABL Collateral Agent further agrees to take all other action reasonably requested by such Person in connection with such Person obtaining a first priority security interest in the Pledged ABL Priority Collateral or as a court of competent jurisdiction may otherwise direct. (vi) Notwithstanding anything to the contrary herein, if, for any reason, any Pari Term Debt Obligations remain outstanding upon the Discharge of ABL Obligations, all claims rights of the ABL Collateral Agent hereunder and liabilities arising pursuant to under the possessing Pari Term Debt Security Documents or controlling Creditor’s role as bailee the ABL Security Documents (1) with respect to the delivery and control of any part of the ABL Priority Collateral, so long as and (2) to direct, instruct, vote upon or otherwise influence the possessing maintenance or controlling Creditor disposition of such ABL Priority Collateral, shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged immediately, and (to the possessing extent permitted by law) without further action on the part of any Pari Term Debt Agent or controlling Creditor as collateral for indebtedness of others the ABL Collateral Agent, pass to the possessing or controlling CreditorControlling Term Debt Agent, who shall thereafter hold such rights for the benefit of the Pari Term Debt Secured Parties. Prior to Each of the date on which First Lien ABL Collateral Agent and the First Lien Lenders shall have received final payment Grantors agrees that it will, if any Pari Term Debt Obligations remain outstanding upon the Discharge of ABL Obligations, take any other action required by any law or reasonably requested by the Controlling Term Debt Agent in full connection with the Controlling Term Debt Agent’s establishment and perfection of a first priority security interest in cash the ABL Priority Collateral. (vii) Notwithstanding anything to the contrary contained herein, if for any reason, prior to the Discharge of all of the First Lien Term Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all Discharge of the First Lien Obligations and Additional Pari Term Debt Obligations, the loan commitments under ABL Collateral Agent acquires possession of any Pledged Pari Term Debt Priority Collateral, the First Lien Loan Agreements have been terminatedABL 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 Priority Collateral, First Lien provided that as soon as is practicable the ABL Collateral Agent shall deliver or cause to be delivered such Pledged Term Priority Collateral to the Controlling Term Debt Agent in a manner otherwise consistent with the requirements of preceding clause (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverv).

Bailee for Perfection. 5.1 Each Creditor hereby appoints the other Creditor Lender as agent Bailee. (a) Each of ABL Lender and Collateral Agent (each, for the purposes of perfecting this Section 5, an “Agent”) agrees to hold any ABL Collateral that can be perfected or the other Creditor’s Liens priority of which can be enhanced by the possession or control of such ABL Collateral or of any account in which such ABL Collateral is held, and on if such ABL Collateral or any of the Collateral such account is in fact in the possession or under the control of an Agent, or of agents or bailees of such Creditor Agent (such ABL Collateral being referred to herein as the “Pledged ABL Collateral”), as bailee and agent for and on behalf of the other Agent solely for the purpose of perfecting the Lien granted to the other Agent in such Pledged ABL Collateral or its representatives, enhancing the priority of such Lien (including, without limitationbut not limited to, Liens on Borrower’s any securities or any deposit accounts or securities accounts, if any) pursuant to the ABL Documents or Noteholder Documents, as applicable, subject to the terms and conditions of this Section 5. (b) Until the Discharge of Priority Debt has occurred, the ABL Lender shall be entitled to deal with the Pledged ABL Collateral in accordance with the terms of the ABL Documents subject to the terms of this Intercreditor Agreement and to the Borrowers’ rights under the ABL Documents. (c) Each of ABL Lender and Collateral Agent shall have no obligation whatsoever to the other Obligors’ deposit accounts maintained Agent or any other Secured Party to assure that the Pledged ABL Collateral is genuine or owned by First Lien Agent and investment property and instruments in the possession or under the control any of the First Borrowers or to preserve rights or benefits of any Person except as expressly set forth in this Section 5. The duties or responsibilities of each of ABL Lender and Collateral Agent under this Section 5 shall be limited solely to holding the Pledged ABL Collateral as bailee and agent for and on behalf of the other Agent for purposes of perfecting or enhancing the priority of the Lien held by the other Agent; provided, that. (d) Each of ABL Lender and Collateral Agent shall not have by reason of the ABL Documents, the Creditor Noteholder Documents or this Intercreditor Agreement or any other document a fiduciary relationship in respect of the possession other Agent or control any of any Collateral the other Secured Parties and shall not have any duty or liability to protect the other Agent or preserve any rights pertaining to any of other Secured Party in connection with its holding the Collateral andPledged ABL Collateral, except other than for its gross negligence or willful misconduct as determined pursuant to by a final final, non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiver.

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any 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 the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor 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 any duty or liability to protect or preserve any rights pertaining to any 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 andAgent or any Term Loan Secured Party. (v) Upon the Discharge of ABL Facility Obligations, except for gross negligence the ABL Facility Collateral Agent shall deliver or willful misconduct 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 determined pursuant 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 final non-appealable order of perfected security interest in the Pledged ABL Facility Priority Collateral or as a court of competent jurisdictionjurisdiction may otherwise direct. (vi) Notwithstanding anything to the contrary herein, if, for any reason, any Term Loan Obligations remain outstanding upon the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor fromDischarge of ABL Facility Obligations, all claims and liabilities arising pursuant to rights of the possessing or controlling Creditor’s role as bailee ABL Facility Collateral Agent hereunder (1) with respect to the delivery and control of any part of the ABL Facility Priority Collateral, so long as and (2) to direct, instruct, vote upon or otherwise influence the possessing maintenance or controlling Creditor disposition of such ABL Facility Priority Collateral, shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged immediately, and (to the possessing extent permitted by law) without further action on the part of any Term Loan Collateral Agent or controlling Creditor as collateral for indebtedness of others the ABL Facility Collateral Agent, pass to the possessing or controlling CreditorDirecting Term Loan Collateral Agent, who shall thereafter hold such rights for the benefit of the Term Loan Secured Parties. Prior to Each of the date on which First Lien ABL Facility Collateral Agent and the First Lien Lenders shall have received final payment in full in cash Grantors agrees that it will, if any Term Loan Obligations remain outstanding upon the Discharge of all of ABL Facility Obligations, take any other action required by any law or reasonably requested by the First Lien Obligations and the First Lien Directing Term Loan Agreements have been terminated, Collateral Agent (subject to any Collateral 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 or under of any Pledged Term Loan Priority Collateral, the control of Second Lien ABL Facility Collateral Agent or shall hold same as bailee and/or agent to the Second Lien Creditor shall be forthwith delivered same extent as is provided in preceding clause (i) with respect to First Lien AgentPledged ABL Facility Priority Collateral, except provided that as otherwise may be required by applicable law or court order. After First Lien Agent and soon as is practicable the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien 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 (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverv).

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any The Agent agrees to hold that part of the Collateral that is in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of its agents or bailees), to the extent that possession thereof is taken to perfect a Lien thereon under the Uniform Commercial Code (such Collateral being the “Pledged Collateral”) for the benefit of and on behalf of the Secured Parties and the Subordinated Creditor and any assignee solely for the purpose of perfecting the security interest in the Pledged Collateral granted under the Loan Documents and the Subordinated Debt Documents. (a) The Agent shall have no obligation whatsoever to the Subordinated Creditor to ensure that the Pledged Collateral is genuine or owned by any of the Obligors or to preserve rights or benefits of any Person except as expressly set forth in this Section 12. The duties or responsibilities of the Agent under this Section 12 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 12 and delivering the Pledged Collateral upon payment in full of the Obligations as provided in paragraph (d) below. (b) The Agent shall not have any duty or liability to protect or preserve any rights pertaining to any by reason of the Collateral andSubordinated Debt Documents, except for gross negligence this Agreement or willful misconduct as determined pursuant to any other document a final non-appealable order fiduciary relationship in respect of a court of competent jurisdictionthe Subordinated Creditor, and the non-possessing or non-controlling Subordinated Creditor hereby waives and releases the other Creditor from, Agent from all claims and liabilities arising pursuant to the possessing or controlling CreditorAgent’s role under this Section 12 as gratuitous bailee and gratuitous agent with respect to the Collateral, so long as . It is understood and agreed that the possessing or controlling Creditor shall use interests of the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders Subordinated Creditor may differ and the Agent shall have received final payment be fully entitled to act in full in cash of all its own interest without taking into account the interests of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final Subordinated Creditor. (d) Upon payment in full in cash of all of the First Lien Obligations and in full, the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver the remaining Pledged Collateral in its possession (iif any) together with any necessary endorsements (such endorsement shall be without recourse and without any representation or warranty), first, to the remainder Subordinated Creditor to the extent the Subordinated Debt remains outstanding, and second, to the Borrower to the extent no Subordinated Debt remains outstanding (in each case, so as to allow such Person to obtain possession or control of the such Pledged Collateral), if or in any in their possession to Second Lien Agent, except event as a court of law may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverorder.

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in (a) First Lien Lender and on any Second Lien Trustee each agree to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees, including any custodian or services as to motor vehicle certificates of title) to the extent that possession or control thereof is taken to perfect a Lien thereon under the control UCC or other applicable law (such Collateral being referred to as the “Pledged Collateral”), as bailee and as a non-fiduciary agent for Second Lien Trustee or First Lien Lender, as applicable (such bailment and agency being intended, among other things, to satisfy the requirements of such Creditor Sections 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and 9-107 of the UCC), solely for the purpose of perfecting the security interest granted under the Second Lien Documents or its representativesthe First Lien Loan Documents, as applicable, subject to the terms and conditions of this Section 5.4. First Lien Lender and Second Lien Trustee agree to enter into any servicing agreements, collateral agency agreements or similar bailment agreements with third party agents or bailees as First Lien Lender deems appropriate for the purpose of perfecting Liens in the Pledged Collateral, including, without limitation, Liens as to any motor vehicle certificates of title; provided, however, that the form of such agreement shall be satisfactory to the Second Lien Trustee. To the extent in any jurisdiction only one lienholder may be noted on Borrower’s a certificate of title under applicable law, First Lien Lender shall be specified as the lienholder, and for the purposes of the applicable State certificate of title laws, First Lien Lender shall act as agent for both the First Lien Secured Parties and the other Obligors’ deposit accounts maintained by Second Lien Secured Parties in order to perfect and secure both the First Lien Agent Obligations and investment property the Second Lien Obligations, provided that, notwithstanding that there may be only one lienholder noted on such certificate of title for such purposes, the priorities as between the rights of First and instruments in Second Lien Claimholders shall be as if there were two separate Liens, subject to the possession or under priorities and other terms of this Agreement. Unless and until the control Discharge of the First Lien Agent; providedPriority Obligations, thatSecond Lien Trustee agrees to promptly notify First Lien Lender of any Pledged Collateral held by it or by any Second Lien Claimholders, and, immediately upon the Creditor in request of First Lien Lender at any time prior to the possession Discharge of the First Lien Priority Obligations, Second Lien Trustee agrees to deliver to First Lien Lender any such Pledged Collateral held by it or by any Second Lien Claimholders, together with any necessary endorsements (or otherwise allow First Lien Lender to obtain control of any Collateral shall not have any duty or liability to protect or preserve any rights pertaining to any such Pledged Collateral). First Lien Lender hereby agrees that upon the Discharge of the Collateral andFirst Lien Priority Obligations, except for gross negligence or willful misconduct upon the written request of Second Lien Trustee, to the extent that the applicable control agreement is in full force and effect and has not been terminated, First Lien Lender shall continue to act as determined pursuant to such a final bailee and non-appealable order fiduciary agent for Second Lien Trustee (solely for the purpose of a court perfecting the security interest granted under the Second Lien Documents and at the expense of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee Second Lien Trustee) with respect to the Collateraldeposit account or securities account that is the subject of such control agreement, so long as until the possessing or controlling Creditor shall use the same degree earlier to occur of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to (x) 30 days after the date on which First Lien Agent and when the Discharge of the First Lien Lenders Priority Obligations has occurred, and (y) the date when a control agreement is executed in favor of Second Lien Trustee with respect to such deposit account or securities account. (b) First Lien Lender shall have received final no obligation whatsoever to Second Lien Trustee or any Second Lien Claimholder to ensure that the Pledged Collateral is genuine or owned by any of Grantors or to preserve rights or benefits of any person except as expressly set forth in this Section 5.4. Second Lien Trustee shall have no obligation whatsoever to First Lien Lender or any First Lien Claimholder to ensure that the Pledged Collateral is genuine or owned by any of Grantors or to preserve rights or benefits of any person except as expressly set forth in this Section 5.4. The duties or responsibilities of First Lien Lender under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.4 and delivering the Pledged Collateral upon a Discharge of First Lien Priority Obligations as provided in paragraph (d) of this Section 5.4. The duties or responsibilities of Second Lien Trustee under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.4. The duties and responsibilities of any third party bailee or agent shall be set forth in any collateral agency, servicing or other bailment agreement entered into by such party. (c) First Lien Lender acting pursuant to this Section 5.4 shall not have by reason of the First Lien Collateral Documents, the Second Lien Collateral Documents, or this Agreement a fiduciary relationship in respect of Second Lien Trustee or any Second Lien Claimholder. Second Lien Trustee acting pursuant to this Section 5.4 shall not have by reason of the First Lien Collateral Documents, the Second Lien Collateral Documents, or this Agreement a fiduciary relationship in respect of First Lien Lender or First Lien Claimholder. (d) Upon the payment (or cash collateralization, as applicable) in full in cash of all of First Lien Obligations, First Lien Lender shall deliver, or instruct any third party collateral agent or bailee to deliver, the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to Second Lien Trustee, or its agents or bailees as directed by Second Lien Trustee, to the extent Second Lien Obligations remain outstanding as confirmed in writing by Second Lien Trustee, and, to the extent that Second Lien Trustee confirms no Second Lien Obligations are outstanding, second, to Borrower to the extent no First Lien Obligations and the First or Second Lien Loan Agreements have been terminatedObligations remain outstanding (in each case, any Collateral in the so as to allow such person to obtain possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court ordersuch Pledged Collateral). After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminatedAt such time, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession Lender further agrees to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared take all other action reasonably requested by Second Lien Agent Trustee at the expense of Borrower (at Issuer’s expenseincluding amending any outstanding control agreements) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that enable Second Lien Agent is entitled Trustee to exercise obtain a first priority security interest in the rights and take the actions set forth in such landlord’s waiver or bailee waiverCollateral.

Bailee for Perfection. Each Creditor hereby appoints (a) The Senior Agent agrees to hold the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any Pledged Collateral that is part of the Common Collateral in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of its agents or bailees) as bailee for each Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Collateral Documents, subject to the terms and conditions of this Section 5.5. (b) The rights of the Trustees shall at all times be subject to the terms of this Agreement and to the Senior Agent's rights under the Senior Lender Documents. (c) Except as expressly set forth below, the Senior Agent shall have no obligation whatsoever to any Trustee or any Noteholder including, without limitation, any obligation to assure that the Pledged Collateral is genuine or owned by the Borrower or one of its Subsidiaries or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the Senior Agent under this Section 5.5 shall be limited solely to physically holding the Pledged Collateral delivered to Senior Agent by the borrower or any Subsidiary as bailee for the Trustees for purposes of perfecting the Lien held by such Trustees. (d) The Senior Agent shall not have any duty or liability to protect or preserve any rights pertaining to any by reason of the Noteholder Security Agreement or this Agreement or any other document a fiduciary relationship in respect of any Trustee or any Noteholder. (e) At the end of any First Lien Obligation Period, the Senior Agent shall deliver to the Collateral andTrustee (or if no single Collateral Trustee then exists, except for gross negligence to the representative of the Noteholders holding a majority in principal amount of Noteholder Claims then outstanding) the Pledged Collateral together with any necessary endorsements (or willful misconduct otherwise allow the Collateral Trustee (or such representative) to obtain control of such Pledged Collateral) or as determined pursuant to a final non-appealable order of a court of competent jurisdictionjurisdiction may otherwise direct. (f) The Senior Agent, on behalf of itself and the Senior Lenders, and each Trustee which is granted a Lien on any Controlled Account (as defined in the Guarantee and Collateral Agreement), on behalf of itself and the Noteholders, each hereby appoint Xxxxxx Commercial Paper, Inc. as its collateral agent (in such capacity, together with any successor in such capacity appointed by the Senior Agent and each such Trustee, the non-possessing "Account Agent") for the purpose of acting as the agent on behalf of the Senior Agent and each such Trustee with respect to each of the Controlled Accounts for purposes of the granting of a Lien on such Controlled Accounts to the Account Agent for the benefit of the Senior Agent and each such Trustee and for purposes of the perfection of such Lien, and the Account Agent hereby accepts such appointment. The Account Agent, the Senior Agent, on behalf of itself and the Senior Lenders, and each Trustee, on behalf of itself and the Noteholders, each hereby agrees that the Senior Agent shall have the sole and exclusive right and authority to give instructions to, and otherwise direct, the Account Agent under the Controlled Accounts or non-controlling Creditor any Permitted Control Agreement (as defined in the Guarantee and Collateral Agreement) with respect to any Controlled Account during any First Lien Obligation Period and no Trustee nor any Noteholder will hinder, delay or interfere with the exercise of such rights by the Senior Agent in any respect except where the exercise of such rights conflicts with the provisions of this Agreement. At any time when no First Lien Obligation Period is in effect, the Account Agent, the Senior Agent, on behalf of itself and the Senior Lenders, and each Trustee, on behalf of itself and the Noteholders, each hereby waives agrees that the Collateral Trustee (or if no single Collateral Trustee then exists, the representative of the Noteholders holding a majority in principal amount of Noteholder Claims then outstanding) shall have the sole and releases exclusive right and authority to give instructions to, and otherwise direct, the other Creditor fromAccount Agent under the Controlled Accounts or any Permitted Control Agreement (as defined in the Guarantee and Collateral Agreement) with respect to any Controlled Account and the Senior Agent and the Senior Lenders will not hinder, all claims delay or interfere with the exercise of such rights by such Collateral Trustee (or such representative) in any respect except where the exercise of such rights conflicts with the provisions of this Agreement. The Senior Agent and liabilities arising each Trustee hereby acknowledge that the Account Agent will obtain "control" under the UCC over each Controlled Account as contemplated by the Senior Lender Collateral Documents and the Noteholder Collateral Documents for the benefit of both the Senior Agent and the Trustees pursuant to the possessing or controlling Creditor’s role as bailee with respect Permitted Control Agreement relating to each respective Controlled Account. The Borrower hereby agrees to pay, reimburse, indemnify and hold harmless the Account Agent to the Collateral, so long as the possessing or controlling Creditor shall use same extent and on the same degree of care terms that the Borrower is required to do so the Senior Agent in accordance with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all Section 9.03 of the First Lien Obligations and the First Lien Loan Agreements have been terminated, Senior Credit Agreement (or any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiversubstantially similar successor provision).

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any (a) The Senior Indebtedness Representative agrees to hold that part of the Collateral that is in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor 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 Uniform Commercial Code (such Collateral being the “Pledged Collateral”) as collateral agent for the Senior Revolving Claimholders and as bailee for the Term Administrative Agent and any assignee solely for the purpose of perfecting the security interest granted under the Senior Revolving Credit Documents and the Term Credit Documents, respectively, subject to the terms and conditions of this Section 5.5. (b) Subject to the terms of this Agreement, until the Discharge of Senior Indebtedness has occurred, the Senior Indebtedness Representative shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Revolving Credit Documents as if the Liens of the Term Administrative Agent under the Term Collateral Documents did not exist. The rights of the Term Administrative Agent shall at all times be subject to the terms of this Agreement. (c) The Senior Indebtedness Representative shall have no obligation whatsoever to the Senior Revolving Claimholders and the Term Administrative Agent or any Term Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Obligors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the Senior Indebtedness Representative under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.5. (d) The Senior Indebtedness Representative acting pursuant to this Section 5.5 shall not have any duty or liability to protect or preserve any rights pertaining to any by reason of the Senior Revolving Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdictionDocuments, the non-possessing Term Collateral Documents, this Agreement or non-controlling Creditor hereby waives and releases any other document a fiduciary relationship in respect of the other Creditor fromSenior Revolving Claimholders, all claims and liabilities arising pursuant the Term Administrative Agent or any Term Claimholder. (e) Upon the Discharge of Senior Indebtedness under the Senior Revolving Credit Documents to which the Senior Indebtedness Representative is a party, the Senior Indebtedness Representative shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, to the possessing or controlling Creditor’s role as bailee with respect Term Administrative Agent to the Collateralextent Second Lien Obligations remain outstanding, so long as and the possessing or controlling Creditor Senior Indebtedness Representative further agrees to take all other action reasonably requested by the Term Administrative Agent in connection with it obtaining a first priority interest in the Collateral in such a situation. Upon the Discharge of Second Lien Obligations under the Term Credit Documents to which the Term Administrative Agent is a party, the Term Administrative Agent shall use deliver the same degree of care remaining Pledged Collateral (if any) together with respect thereto as the possessing or controlling Creditor uses for similar property pledged any necessary endorsements, to the possessing or controlling Creditor as collateral for indebtedness of others Senior Indebtedness Representatives to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment extent that any principal in full in cash of all excess of the First Lien Obligations Cap amount remains outstanding under the Senior Revolving Credit Documents, and the First Lien Loan Agreements have been terminated, any Term Administrative Agent further agrees to take all other action reasonably requested by the Senior Indebtedness Representative in connection with it obtaining a first priority interest in the Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) such a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiversituation.

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any (i) The ABL Facility Agent agrees to hold that part of the ABL Collateral that is in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor 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 (such ABL Collateral being the “Pledged ABL Collateral”) as collateral agent for the ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Pari Passu Collateral Agents (on behalf of the respective Pari Passu Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Collateral, in each case solely for the purpose of perfecting the security interest granted under the ABL Documents and the Pari Passu Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). For the avoidance of doubt, the Pari Passu Collateral Agents hereby appoint the ABL Facility Agent as their agent solely for perfection of the Pari Passu Collateral Agents’ Liens in such deposit accounts, and the Pari Passu Collateral Agent accepts such appointment. As security for the payment and performance in full of all the Pari Passu Lien Obligations, each Grantor hereby grants to the ABL Facility Agent for the benefit of the Pari Passu Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. (ii) Subject to the terms of this Agreement, until the Discharge of ABL Obligations has occurred, the ABL Facility Agent shall be entitled to deal with the Pledged ABL Collateral in accordance with the terms of the ABL Documents as if the Liens of the Pari Passu Collateral Agents under the Pari Passu Security Documents did not exist. (iii) The ABL Facility Agent shall have no obligation whatsoever to any ABL Secured Party, the Pari Passu Collateral Agents or any Pari Passu Secured Party to ensure that the Pledged ABL 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 3.4(f). The duties or responsibilities of the ABL Facility Agent under this Section 3.4(f) shall be limited solely to holding the Pledged ABL Collateral as bailee or agent in accordance with this Section 3.4(f). The Pari Passu Collateral Agents shall have no obligation whatsoever to any Pari Passu Secured Party to ensure that the Pledged ABL 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 3.4(f). The duties or responsibilities of the Pari Passu Collateral Agents under this Section 3.4(f) shall be limited solely to holding the Pledged ABL Collateral as bailee or agent in accordance with this Section 3.4(f). (iv) The ABL Facility Agent acting pursuant to this Section 3.4(f) shall not have any duty or liability to protect or preserve any rights pertaining to any by reason of the ABL Security Documents, the Pari Passu Security Documents, this Agreement or any other document a fiduciary relationship in respect of any ABL Secured Party, the Pari Passu Collateral and, except for gross negligence Agents or willful misconduct as determined any Pari Passu Secured Party. The Pari Passu Collateral Agents acting pursuant to this Section 3.4(f) shall not have by reason of the Pari Passu Security Documents, this Agreement or any other document a final non-appealable order fiduciary relationship in respect of any Pari Passu Secured Party, the ABL Facility Agent or any ABL Secured Party. (v) Upon the Discharge of ABL Obligations, the ABL Facility Agent shall deliver or cause to be delivered the remaining Pledged ABL Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements, to the extent permitted under applicable law (without recourse or warranty), first, to the Pari Passu Collateral Agents to the extent Pari Passu Lien Obligations remain outstanding, and second, to the applicable Grantor to the extent no ABL Obligations or Pari Passu Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged ABL Collateral) and will cooperate with the Pari Passu Collateral Agents, in assigning (without recourse to or warranty by the ABL Facility Agent or any ABL Secured Party or agent or bailee thereof) control over any other Pledged ABL Collateral under its control. The ABL Facility Agent further agrees to take all other action reasonably requested by such Person in connection with such Person obtaining a first priority interest in the Pledged ABL Collateral or as a court of competent jurisdictionjurisdiction may otherwise direct. Following the Discharge of ABL Obligations and upon the Discharge of Pari Passu Lien Obligations under the Pari Passu Documents to which the Pari Passu Collateral Agents are a party, the non-possessing Pari Passu Collateral Agents shall deliver or non-controlling Creditor hereby waives and releases cause to be delivered the other Creditor fromremaining Pledged ABL Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements, to the extent permitted under applicable law, to the applicable Grantor, so as to allow such Person to obtain control of such Pledged ABL Collateral. (vi) Notwithstanding anything to the contrary herein, if, for any reason, any Pari Passu Lien Obligations remain outstanding upon the Discharge of ABL Obligations, all claims rights of the ABL Facility Agent hereunder and liabilities arising pursuant to under the possessing Pari Passu Security Documents or controlling Creditor’s role as bailee the ABL Security Documents (1) with respect to the delivery and control of any part of the ABL Collateral, so long as and (2) to direct, instruct, vote upon or otherwise influence the possessing maintenance or controlling Creditor disposition of such ABL Collateral, shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged immediately, and (to the possessing extent permitted by law) without further action on the part of either of the Pari Passu Collateral Agents or controlling Creditor as collateral for indebtedness of others the ABL Facility Agent, pass to the possessing or controlling CreditorPari Passu Collateral Agents, who shall thereafter hold such rights for the benefit of the Pari Passu Secured Parties. Prior to Each of the date on which First Lien ABL Facility Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Grantors agrees that it will, if any Pari Passu Lien Obligations remain outstanding upon the Discharge of ABL Obligations, take any other action required by any law or reasonably requested by the Pari Passu Collateral Agents, in connection with the Pari Passu Collateral Agents’ establishment and the perfection of a First Lien Loan Agreements have been terminated, any Collateral Priority security interest in the ABL Collateral. (vii) Notwithstanding anything to the contrary contained herein, if for any reason, prior to the Discharge of Pari Passu Lien Obligations, the ABL Facility Agent acquires possession or under the control of Second Lien Agent any Pledged Notes Collateral or the Second Lien Creditor ABL Facility Agent shall be forthwith delivered hold same as bailee and/or agent to First Lien Agentthe same extent as is provided in preceding clause (i) with respect to Pledged ABL Collateral, except provided that as otherwise may be required by applicable law or court order. After First Lien Agent and soon as is practicable the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien ABL Facility Agent shall deliver or cause to be delivered such Pledged Notes Collateral to the Pari Passu Collateral Agents in a manner otherwise consistent with the requirements of preceding clause (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverv).

Bailee for Perfection. Each Creditor hereby appoints (a) Until the other Creditor as agent for Discharge of Senior Lender Claims has occurred, Credit Agent agrees to hold the purposes of perfecting the other Creditor’s Liens in and on any Pledged Collateral that is part of the Common Collateral in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of its agents or bailees) as agent and bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Collateral Documents, subject to the terms and conditions of this Section 5.5. (b) Until the Discharge of Senior Lender Claims has occurred, the Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens of the Trustee under the Noteholder Collateral Documents did not exist. Until the Discharge of Senior Lender Claims has occurred, the rights of the Trustee shall at all times be subject to the terms of this Agreement and to the Credit Agent’s rights under the Senior Lender Documents. (c) The Credit Agent shall have no obligation whatsoever to the Trustee or any Noteholder to assure that the Pledged 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 5.5. The duties or responsibilities of the Credit Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as agent and bailee for the Trustee for purposes of perfecting the Lien held by the Trustee. (d) The Credit Agent shall not have any duty or liability to protect or preserve any rights pertaining to any by reason of the Noteholder Collateral andDocuments or this Agreement or any other document a fiduciary relationship in respect of the Trustee or any Noteholder. (e) Upon the Discharge of Senior Lender Claims, except for gross negligence the Credit Agent shall deliver to the Trustee the remaining Pledged Collateral (if any) together with any necessary endorsements (or willful misconduct otherwise allow the Trustee to obtain control of such Pledged Collateral) or as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as jurisdiction may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverdirect.

Bailee for Perfection. Each Creditor hereby appoints (a) The Agent agrees to hold the other Creditor Pledged Collateral that is part of the Collateral in its possession as agent bailee for the Collateral Agent under Section 9-313(c)(2) of the Uniform Commercial Code solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5, it being understood that the Agent will have no duty to the Collateral Agent, the Trustee or any Noteholder in connection with such possession. (b) Until the Discharge of Senior Lender Claims has occurred, the Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Lien of the Collateral Agent under the Noteholder Security Agreement did not exist. The rights of the Collateral Agent, the Noteholders and Trustee shall at all times be subject to the terms of this Agreement. (c) The Agent shall have no obligation whatsoever to the Collateral Agent, the Trustee or any Noteholder to assure that the Pledged Collateral is genuine or owned by any Obligor or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the Senior Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Collateral Agent for purposes of perfecting the Lien held by the Collateral Agent. (d) The Agent shall not have by reason of the Noteholder Security Agreement or this Agreement or any other Creditor’s Liens document a fiduciary relationship in and on any respect of the Collateral in the possession or under the control of such Creditor or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in Trustee or any Noteholder. (e) Upon the possession or control Discharge of any Collateral Senior Lender Claims, the Agent shall not have any duty or liability deliver to protect or preserve any rights pertaining to any of the Collateral andAgent the Pledged Collateral together with any necessary endorsements, except for gross negligence as otherwise required by the UCC or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as jurisdiction may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverdirect.

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any of the Collateral in the possession or under the control of such Creditor or its representatives, including, without limitation, Liens on BorrowerIssuer’s and the other Obligors’ deposit accounts maintained by First 1.5 Lien Agent and investment property and instruments in the possession or under the control of the First 1.5 Lien Agent; provided, that, the Creditor in the possession or control of any Collateral shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First 1.5 Lien Agent and the First other 1.5 Lien Lenders Creditors shall have received final payment in full in cash of all of the First 1.5 Lien Obligations and the First 1.5 Lien Loan Agreements Documents have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First 1.5 Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiver.After

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on (a) The Senior Credit Agent agrees to hold any Pledged Collateral that is part of the Common Collateral that is in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of its agents or bailees) as bailee and agent for and on behalf of the Collateral Agent solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to any Junior Creditor Collateral Document, subject to the terms and conditions of this Section 5.5. (b) Until the Discharge of First-Lien Obligations has occurred, the Senior Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Creditor Documents as if the Liens of the Collateral Agent under the Junior Creditor Collateral Documents did not exist. The rights of the Collateral Agent shall at all times be subject to the terms of this Agreement and to the Senior Credit Agent’s rights under the Senior Creditor Documents. (c) The Senior Credit Agent shall have no obligation whatsoever to the Collateral Agent or any Junior Creditor to assure that the Pledged 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 5.5. The duties or responsibilities of the Senior Credit Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee and agent for and on behalf of the Collateral Agent for purposes of perfecting the Lien held by the Collateral Agent. (d) The Senior Credit Agent shall not have by reason of the Junior Creditor Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of the Collateral Agent or any Junior Creditor and shall not have any duty or liability to protect Collateral Agent or preserve any rights pertaining to any of Junior Creditor in connection with its holding the Collateral andPledged Collateral, except other than for its gross negligence or willful misconduct as determined pursuant to by a final final, non-appealable order of a court of competent jurisdiction. (e) Upon the Discharge of First-Lien Obligations, to the extent permitted under applicable law and without risk of legal liability to Senior Credit Agent or any Senior Creditor, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Senior Credit Agent shall deliver to the Collateral Agent the remaining Pledged Collateral (iif any) together with any necessary endorsements (or otherwise so as to allow the remainder Collateral Agent to obtain control of such Pledged Collateral) in accordance with the instructions of the Collateral, if any in their possession to Second Lien Agent, except Collateral Agent or as a court of competent jurisdiction may otherwise be required by direct. The foregoing provision shall not impose on Senior Credit Agent or any Senior Creditor any obligations which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverlaw.

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any (a) The Senior Indebtedness Representative agrees to hold that part of the Collateral that is in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor 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 Uniform Commercial Code (such Collateral being the “Pledged Collateral”) as collateral agent for the Senior Revolving Claimholders and as bailee for the Term Administrative Agent and any assignee solely for the purpose of perfecting the security interest granted under the Senior Revolving Credit Documents and the Term Credit Documents, respectively, subject to the terms and conditions of this Section 5.5. (b) Subject to the terms of this Agreement, until the Discharge of Senior Indebtedness has occurred, the Senior Indebtedness Representative shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Revolving Credit Documents as if the Liens of the Term Administrative Agent under the Term Collateral Documents did not exist. The rights of the Term Administrative Agent shall at all times be subject to the terms of this Agreement. (c) The Senior Indebtedness Representative shall have no obligation whatsoever to the Senior Revolving Claimholders and the Term Administrative Agent or any Term Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Obligors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the Senior Indebtedness Representative under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.5. (d) The Senior Indebtedness Representative acting pursuant to this Section 5.5 shall not have any duty or liability to protect or preserve any rights pertaining to any by reason of the Senior Revolving Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdictionDocuments, the non-possessing Term Collateral Documents, this Agreement or non-controlling Creditor hereby waives and releases any other document a fiduciary relationship in respect of the other Creditor fromSenior Revolving Claimholders, all claims and liabilities arising pursuant the Term Administrative Agent or any Term Claimholder. (e) Upon the Discharge of Senior Indebtedness under the Senior Revolving Credit Documents to which the Senior Indebtedness Representative is a party, the Senior Indebtedness Representative shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, to the possessing or controlling Creditor’s role as bailee with respect Term Administrative Agent to the Collateralextent Second Lien Obligations remain outstanding, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment Senior Indebtedness Representative further agrees to take all other action reasonably requested by the Term Administrative Agent in full connection with it obtaining a first priority interest in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) such a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiversituation.

Bailee for Perfection. Each Creditor hereby appoints (a) The Senior Agent agrees to hold that portion of the other Creditor Shared Collateral that at any time is in its possession and as agent to which the Subordinated Lender Parties would not have a perfected security interest in the absence of such possession by the Senior Agent (the "Possessed Collateral") as -------------------- gratuitous bailee for the Subordinated Lender Parties solely for the purpose of perfecting the security interest granted in the Possessed Collateral pursuant to the Subordinated Debt Agreements, subject to the terms and conditions of this Section 16. The rights of the Subordinated Lender Parties shall at all times be subject to the terms of this Agreement and to the rights of the Senior Agent and the Senior Lenders under the Senior Debt Agreements. (b) The Senior Agent and the Senior Lenders shall have no obligation whatsoever to the Subordinated Lender Parties to assure that the Possessed Collateral is genuine and owned by the Borrower or to preserve rights or benefits of any person except as expressly set forth in this Section 16. The duties or responsibilities of the Senior Agent under this Section 16 shall be limited solely to holding the Possessed Collateral as gratuitous bailee for the Subordinated Lender Parties for purposes of perfecting the other Creditor’s Liens in and on any of the Collateral Subordinated Lien held thereby in the possession or under the control of such Creditor or its representatives, including, without limitation, Liens on Borrower’s Possessed Collateral. The Senior Agent (i) shall not be obligated to recognize and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of any Collateral shall not have any duty liability or liability responsibility arising under any instrument to protect which it is not a party, (ii) may rely upon any instrument believed by it to be genuine and sufficient and properly presented and shall not be liable or preserve responsible for any rights pertaining action taken or omitted in accordance with the provisions thereof, (iii) shall not be liable or responsible for any act it may do or omit to any do except in the case of the Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable or gross negligence, (iv) in case any Possessed Collateral shall be attached, garnished or levied upon any order of a court, or the delivery thereof shall be stayed or enjoined by any order of a court, or any other writ, order, judgment or decree shall be made or entered by any court affecting such property, or any part thereof, or any of competent its acts, is expressly authorized in its sole discretion to obey and comply with all writs, orders, judgments or decrees so entered or issued, whether with or without jurisdiction, the non-possessing and in case it obeys and complies with any such writ, order, judgment or non-controlling Creditor hereby waives decree it shall not be liable to any Subordinated Lender Party or to any other person by reason of such compliance even if such writ, order, judgment or decree is subsequently reversed, modified, annulled, set aside or vacated, (v) shall not be responsible or liable for any forgery or fraudulent impersonations of any person other than itself and releases the other Creditor from, all claims (vi) shall not be required to make any determination with respect to a controversy which may arise between any Subordinated Lender Party and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee any person with respect to the Collateraltransactions contemplated by the Subordinated Debt Agreements and may await the settlement of such controversy by legal proceedings or otherwise, so long as the possessing it may require and in such event, it shall not be liable for interest or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien damages. (c) The Senior Agent and the First Lien Senior Lenders shall not be under any obligation to institute or defend any action, suit or other proceeding or take any other action against any person in connection with the Possessed Collateral. The Senior Agent shall be entitled to rely upon any writing or other document or telegram believed by the Senior Agent to be genuine and correct and to have received final been signed, sent or made by the proper person. The Senior Agent and the Senior Lenders may consult counsel with respect to any question arising hereunder or in connection herewith and the Senior Agent and the Senior Lenders shall not be liable for any action taken or omitted to be taken in good faith upon advice of such counsel. (d) The Senior Agent and the Senior Lenders shall not have by reason of the Subordinated Debt Agreements or this Agreement or any other document a fiduciary relationship in respect of the Subordinated Lender Parties. (e) Subject to the rights of any other holder of a Lien, if any, otherwise granted by the Borrower on the Shared Collateral, upon payment in full in cash of all of the First Lien Obligations and Senior Debt, the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Senior Agent shall deliver (i) the remainder possession of the Collateral, if any Shared Collateral then in their its possession to Second Lien Agent, except the Subordinated Lender or as may otherwise be required ordered by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waivercourt.

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any of the Collateral in the possession or under the control of such Creditor or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of any Collateral shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the other First Lien Lenders Creditors shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second a Junior Lien Agent or the Second Junior Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the other First Lien Lenders Creditors shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second 1.5 Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second 1.5 Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second 1.5 Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiver.

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent (a) Solely for the purposes purpose of perfecting the other Creditor’s Liens security interest granted in such Pledged Collateral pursuant to the Noteholder Collateral Documents, and on any subject to the terms and conditions of this Section 5.5, the Administrative Agent agrees: (i) to hold the Pledged Collateral that is part of the Common Collateral in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of its agents or bailees) as bailee for the Trustee and any assignee, (ii) with respect to any securities accounts included in the Collateral, it has "control" within the meaning of Section 8-106(d)(3) of such securities accounts on behalf of the Trustee and any assignee and (iii) with respect to any deposit accounts included in the Collateral, it is acting as agent for the Trustee and any assignee. (b) The rights of the Trustee shall at all times be subject to the terms of this Agreement and to the Administrative Agent's rights under the Loan Documents. (c) The Administrative Agent shall have no obligation whatsoever to the Trustee or any Noteholder to assure that the Pledged Collateral is genuine or owned by any Obligor or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the Administrative Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee or agent for the Trustee for purposes of perfecting the Lien held by the Trustee. (d) The Administrative Agent shall not have any duty or liability to protect or preserve any rights pertaining to any by reason of the Noteholder Collateral andDocuments or this Agreement or any other document a fiduciary relationship in respect of the Trustee or any Noteholder. (e) Upon the Discharge of Lender Claims, except for gross negligence the Administrative Agent shall deliver to the Trustee, at the sole cost and expense of the Company, the Pledged Collateral in its possession together with any necessary endorsements (or willful misconduct otherwise allow the Trustee to obtain control of such Pledged Collateral) to the extent required by the Noteholder Documents or as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as jurisdiction may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverdirect.

Bailee for Perfection. Each Creditor hereby appoints (a) The Senior Agent agrees to hold the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any Pledged Collateral that is part of the Common Collateral in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of its agents or bailees) as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Security Agreement, subject to the terms and conditions of this Section 5.5. (b) Until the Discharge of Senior Lender Claims has occurred, the Senior Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Lien of the Trustee under the Noteholder Security Agreement did not exist. The rights of the Trustee shall at all times be subject to the terms of this Agreement and to the Senior Agent's rights under the Senior Lender Documents. (c) The Senior Agent shall have no obligation whatsoever to the Trustee or any Noteholder to assure that the Pledged Collateral is genuine or owned by the Borrower or one of its Subsidiaries or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the Senior Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee for purposes of perfecting the Lien held by the Trustee. (d) The Senior Agent shall not have any duty or liability to protect or preserve any rights pertaining to any by reason of the Noteholder Security Agreement or this Agreement or any other document a fiduciary relationship in respect of the Trustee or any Noteholder. (e) Upon the Discharge of Senior Lender Claims, the Senior Agent shall deliver to the Trustee the Pledged Collateral and, except for gross negligence together with any necessary endorsements (or willful misconduct otherwise allow such Trustee to obtain control of such Pledged Collateral) or as determined pursuant to a final non-appealable order of a court of competent jurisdictionjurisdiction may otherwise direct. (f) In addition to the foregoing, the non-possessing or non-controlling Creditor parties hereby waives acknowledge and releases agree that the other Creditor from, all claims Excess Cash Flow Collateral Account has been established in the name of the Company and liabilities arising pursuant subject to the possessing control of the Senior Agent for the Senior Lenders and the Trustee for the Noteholders to be maintained by Manufacturers and Traders Trust Company as securities intermediary and that the Senior Agent shall be deemed the "entitlement holder" as defined in Section 8-102(a)(7) of the New York UCC for benefit of the Senior Lenders and Trustee shall be deemed to be the "entitlement holder" (as so defined) on behalf of the Noteholders. By its execution of this agreement Senior Agent agrees to take all such actions and direct all "entitlement orders" (as defined in Section 8-102(8) of the New York UCC) as may be required to make such payments as required under Section 4.19 of the Indenture to the extent permitted by Sections 4.5 and 8.21 of the Credit Agreement. In addition, upon the Discharge of the Senior Lender Claims, the Senior Agent shall take such actions as shall be necessary to terminate its Lien in and control over the Excess Cash Flow Collateral Account including issuance of entitlement orders as may be necessary to relinquish control over the Excess Cash Flow Collateral Account and to deliver such certificates or controlling Creditor’s role instruments representing or evidencing a portion of the Collateral that are not carried or credited in the Excess Cash Flow Collateral Account to the Trustee. In addition, the Company hereby grants to the Trustee for the benefit of the Holders control over the Excess Cash Flow Collateral Account and all securities, accounts and monies deposited therein effective on the relinquishment of control by the Senior Agent. The Company agrees to execute such additional instruments to confirm the Senior Agent's control over the Excess Cash Flow Collateral Account and all securities, accounts and monies deposited therein and confirm the status of the Senior Agent as bailee a protected purchaser with respect to the Collateral, so long Excess Cash Flow Collateral Account and collateral therein as provided in Section 8-3-3 of the possessing or controlling Creditor shall use New York UCC and to confirm the same degree foregoing grant of care control to the Trustee and confirm the status of Trustee to be a protected purchaser with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor Excess Cash Flow Collateral Account and collateral therein as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment provided in full in cash of all Section 8-3-3 of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverNew York UCC.

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent (a) Solely for the purposes purpose of perfecting the other Creditor’s Liens in and on any of the Collateral security interest granted in the possession or under Pledged Collateral pursuant to the control Noteholder Collateral Documents, and subject to the terms and conditions of such Creditor or its representativesthis Section 5.4, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, Collateral Agent agrees to hold and acknowledges that it holds the Creditor Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as bailee for the Second Lien Collateral Agent and any assignee. (b) The rights of the Second Lien Collateral Agent shall at all times be subject to the terms of this Agreement and to the First Lien Collateral Agent’s rights under the Credit Documents. (c) The First Lien Collateral Agent shall have no obligation whatsoever to the Second Lien Collateral Agent or any Noteholder to assure that the Pledged Collateral is genuine or owned by the Guarantor or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.4. The duties or responsibilities of the First Lien Collateral Agent under this Section 5.4 shall be limited solely to holding the Pledged Collateral as bailee for the Second Lien Collateral Agent for purposes of perfecting the Lien held by the Second Lien Collateral Agent. (d) Neither the First Lien Collateral Agent nor the Second Lien Collateral Agent shall have, by reason of the Noteholder Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of the other. The First Lien Collateral Agent shall not have any duty or liability to protect or preserve any rights pertaining to any have, by reason of the Noteholder Collateral andDocuments or this Agreement or any other document, except for gross negligence a fiduciary relationship in respect of any Noteholder. The Second Lien Collateral Agent shall not have, by reason of the Noteholder Collateral Documents or willful misconduct this Agreement or any other document a fiduciary relationship in respect of the Lenders, in their capacity as determined pursuant such. (e) Upon the Discharge of Lender Claims, the First Lien Collateral Agent shall deliver to a final non-appealable order the Second Lien Collateral Agent, at the sole cost and expense of the Guarantor, the Pledged Collateral in its possession or control together with any necessary endorsements (or otherwise allow the Second Lien Collateral Agent to obtain possession or control of such Pledged Collateral) to the extent required by the Noteholder Documents or as a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as jurisdiction may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverdirect.

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any (i) The Term Collateral Agent agrees to hold that part of the TL Priority Collateral that is in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor 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 (such TL Priority Collateral being the “Pledged TL Priority Collateral”) as collateral agent for the Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the ABL Collateral Agent (on behalf of the ABL Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged TL Priority Collateral, in each case solely for the purpose of perfecting the security interest granted under the Term Documents, the ABL Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 2.4(f). Following the Discharge of Term Obligations, the ABL Collateral Agent agrees to hold the Pledged TL Priority Collateral as collateral agent for the ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the ABL Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 2.4(f). As security for the payment and performance in full of all the Notes Obligations and ABL Obligations each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties and the ABL Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged TL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants to the ABL Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged TL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. (ii) Subject to the terms of this Agreement, (x) until the Discharge of Term Obligations has occurred, the Term Collateral Agent shall be entitled to deal with the Pledged TL Priority Collateral in accordance with the terms of the Term Documents as if the Liens of the ABL Collateral Agent under the ABL Security Documents and the Liens of the Notes Collateral Agent under the Notes Security Documents did not exist and (y) following the Discharge of Term Obligations and until the Discharge of ABL Obligations has occurred, the ABL Collateral Agent shall be entitled to deal with the Pledged TL Priority Collateral in accordance with the terms of the ABL Documents as if the Liens of the Notes Collateral Agent under the Notes Security Documents did not exist. The rights of the ABL Collateral Agent and the Notes Collateral Agent shall at all times be subject to the terms of this Agreement and to the Term Collateral Agent’s rights under the Term Documents. (iii) The Term Collateral Agent shall have no obligation whatsoever to any Term Secured Party, the ABL Collateral Agent, any ABL Secured Party, the Notes Collateral Agent or any Notes Secured Party to ensure that the Pledged TL 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 2.4(f). The duties or responsibilities of the Term Collateral Agent under this Section 2.4(f) shall be limited solely to holding the Pledged TL Priority Collateral as bailee or agent in accordance with this Section 2.4(f). The ABL Collateral Agent shall have no obligation whatsoever to any ABL Secured Party, the Notes Collateral Agent or any Notes Secured Party to ensure that the Pledged TL 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 2.4(f). The duties or responsibilities of the ABL Collateral Agent under this Section 2.4(f) shall be limited solely to holding the Pledged TL Priority Collateral as bailee or agent in accordance with this Section 2.4(f). (iv) The Term Collateral Agent acting pursuant to this Section 2.4(f) shall not have any duty or liability to protect or preserve any rights pertaining to any by reason of the Term Security Documents, the ABL Security Documents, the Notes Security Documents, this Agreement or any other document a fiduciary relationship in respect of any Term Secured Party, the ABL Collateral andAgent, except for gross negligence any ABL Secured Party, the Notes Collateral Agent or willful misconduct as determined any Notes Secured Party. The ABL Collateral Agent acting pursuant to this Section 2.4(f) shall not have by reason of the ABL Security Documents, the Notes Security Documents, this Agreement or any other document a final non-appealable order fiduciary relationship in respect of any ABL Secured Party, the Notes Collateral Agent or any Notes Secured Party. (v) Upon the Discharge of Term Obligations under the Term Documents to which the Term Collateral Agent is a party, the Term Collateral Agent shall deliver or cause to be delivered the remaining Pledged TL Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements, first, to the ABL Collateral Agent to the extent ABL Obligations remain outstanding, second, to the Notes Collateral Agent to the extent Notes Obligations remain outstanding and third, to the applicable Grantor to the extent no Term Obligations, ABL Obligations or Notes Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged TL Priority Collateral) and will cooperate with the ABL Collateral Agent or Notes Collateral Agent, as applicable, in assigning (without recourse to or warranty by the Term Collateral Agent or any Term Secured Party or agent or bailee thereof) control over any other Pledged TL Priority Collateral under its control. The Term Collateral Agent further agrees to take all other action reasonably requested by such Person in connection with such Person obtaining a first priority interest in the Pledged TL Priority Collateral or as a court of competent jurisdictionjurisdiction may otherwise direct. Following the Discharge of Term Obligations and upon the Discharge of ABL Obligations under the ABL Documents to which the ABL Collateral Agent is a party, the non-possessing ABL Collateral Agent shall deliver or non-controlling Creditor hereby waives cause to be delivered the remaining Pledged TL Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements, first, to the Notes Collateral Agent to the extent Notes Obligations remain outstanding, and releases second, to the applicable Grantor to the extent no ABL Obligations or Notes Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged TL Priority Collateral) and will cooperate with the Notes Collateral Agent in assigning (without recourse to or warranty by the ABL Collateral Agent or any ABL Secured Party or agent or bailee thereof) control over any other Creditor fromPledged TL Priority Collateral under its control. The ABL Collateral Agent further agrees to take all other action reasonably requested by such Person in connection with such Person obtaining a first priority interest in the Pledged TL Priority Collateral or as a court of competent jurisdiction may otherwise direct. (vi) Notwithstanding anything to the contrary herein, if, for any reason, any ABL Obligations remain outstanding upon the Discharge of Term Obligations, all claims rights of the Term Collateral Agent hereunder and liabilities arising pursuant to under the possessing Term Security Documents, the ABL Security Documents or controlling Creditor’s role as bailee the Notes Security Documents (1) with respect to the delivery and control of any part of the TL Priority Collateral, so long and (2) to direct, instruct, vote upon or otherwise influence the maintenance or disposition of such TL Priority Collateral, shall immediately, and (to the extent permitted by law) without further action on the part of either of the Notes Collateral Agent, the ABL Collateral Agent or the Term Collateral Agent, pass to the ABL Collateral Agent, who shall thereafter hold such rights for the benefit of the ABL Secured Parties and as the possessing or controlling Creditor shall use the same degree of care bailee for and, with respect thereto to any collateral that cannot be perfected in such manner, as agent for, the possessing or controlling Creditor uses for similar property pledged to Notes Secured Parties. Each of the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Term Collateral Agent and the First Lien Lenders shall have received final payment in full in cash Grantors agrees that it will, if any ABL Obligations or Notes Obligations remain outstanding upon the Discharge of all of Term Obligations, take any other action required by any law or reasonably requested by the First Lien Obligations and the First Lien Loan Agreements have been terminated, any ABL Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Notes Collateral Agent, except as otherwise may be required by applicable law or court order. After in connection with the ABL Collateral Agent’s establishment and perfection of a First Lien Agent Priority security interest in the TL Priority Collateral and the First Lien Lenders shall have received final payment Notes Collateral Agent’s establishment and perfection of a Second Priority security interest in full in cash of all the TL Priority Collateral. (vii) Notwithstanding anything to the contrary contained herein, if for any reason, prior to the Discharge of the First Lien Obligations and ABL Obligations, the loan commitments under Term Collateral Agent or the First Lien Loan Agreements have been terminatedNotes Collateral Agent acquires possession of any Pledged ABL Priority Collateral, First Lien the Term Collateral Agent or the Notes 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 TL Priority Collateral, provided that as soon as is practicable the Term Collateral Agent or the Notes Collateral Agent shall deliver or cause to be delivered such Pledged ABL Priority Collateral to the ABL Collateral Agent in a manner otherwise consistent with the requirements of preceding clause (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverv).

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any (i) The ABL Collateral Agent agrees to hold that part of the ABL Priority Collateral that is in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor 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 (such ABL Priority Collateral being the “Pledged ABL Priority Collateral”) as collateral agent for the ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Term Collateral Agent (on behalf of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority Collateral, in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Documents, the Term Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). Following the Discharge of ABL Obligations, the Term Collateral Agent agrees to hold the Pledged ABL Priority Collateral as collateral agent for the Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the Term Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). As security for the payment and performance in full of all the Notes Obligations and Term Obligations each Grantor hereby grants to the ABL Collateral Agent for the benefit of the Notes Secured Parties and the Term Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. (ii) Subject to the terms of this Agreement, (x) until the Discharge of ABL Obligations has occurred, the ABL Collateral Agent shall be entitled to deal with the Pledged ABL Priority Collateral in accordance with the terms of the ABL Documents as if the Liens of the Term Collateral Agent under the Term Security Documents and the Liens of the Notes Collateral Agent under the Notes Security Documents did not exist and (y) following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, the Term Collateral Agent shall be entitled to deal with the Pledged ABL Priority Collateral in accordance with the terms of the Term Documents as if the Liens of the Notes Collateral Agent under the Notes Security Documents did not exist. The rights of the Term Collateral Agent and the Notes Collateral Agent shall at all times be subject to the terms of this Agreement and to the ABL Collateral Agent’s rights under the ABL Documents. (iii) The ABL Collateral Agent shall have no obligation whatsoever to any ABL Secured Party, the Term Collateral Agent, any Term Secured Party, the Notes Collateral Agent or any Notes Secured Party to ensure that the Pledged ABL 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 3.4(f). The duties or responsibilities of the ABL Collateral Agent under this Section 3.4(f) shall be limited solely to holding the Pledged ABL Priority Collateral as bailee or agent in accordance with this Section 3.4(f). The Term Collateral Agent shall have no obligation whatsoever to any Term Secured Party, the Notes Collateral Agent or any Notes Secured Party to ensure that the Pledged ABL 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 3.4(f). The duties or responsibilities of the Term Collateral Agent under this Section 3.4(f) shall be limited solely to holding the Pledged ABL Priority Collateral as bailee or agent in accordance with this Section 3.4(f). (iv) The ABL Collateral Agent acting pursuant to this Section 3.4(f) shall not have any duty or liability to protect or preserve any rights pertaining to any by reason of the ABL Security Documents, the Term Security Documents, the Notes Security Documents, this Agreement or any other document a fiduciary relationship in respect of any ABL Secured Party, the Term Collateral andAgent, except for gross negligence any Term Secured Party, the Notes Collateral Agent or willful misconduct as determined any Notes Secured Party. The Term Collateral Agent acting pursuant to this Section 3.4(f) shall not have by reason of the Term Security Documents, the Notes Security Documents, this Agreement or any other document a final non-appealable order fiduciary relationship in respect of any Term Secured Party, the Notes Collateral Agent or any Notes Secured Party. (v) Upon the Discharge of ABL Obligations under the ABL Documents to which the ABL Collateral Agent is a party, the ABL Collateral Agent shall deliver or cause to be delivered the remaining Pledged ABL Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements, first, to the Term Collateral Agent to the extent Term Obligations remain outstanding, second, to the Notes Collateral Agent to the extent Notes Obligations remain outstanding, and third, to the applicable Grantor to the extent no ABL Obligations, Term Obligations or Notes Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged ABL Priority Collateral) and will cooperate with the Term Collateral Agent or Notes Collateral Agent, as applicable, in assigning (without recourse to or warranty by the ABL Collateral Agent or any ABL Secured Party or agent or bailee thereof) control over any other Pledged ABL Priority Collateral under its control. The ABL Collateral Agent further agrees to take all other action reasonably requested by such Person in connection with such Person obtaining a first priority interest in the Pledged ABL Priority Collateral or as a court of competent jurisdictionjurisdiction may otherwise direct. Following the Discharge of ABL Obligations and upon the Discharge of Term Obligations under the Term Documents to which the Term Collateral Agent is a party, the non-possessing Term Collateral Agent shall deliver or non-controlling Creditor hereby waives cause to be delivered the remaining Pledged ABL Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements, first, to the Notes Collateral Agent to the extent Notes Obligations remain outstanding, and releases second, to the applicable Grantor to the extent no Term Obligations or Notes Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged ABL Priority Collateral) and will cooperate with the Notes Collateral Agent in assigning (without recourse to or warranty by the Term Collateral Agent or any Term Secured Party or agent or bailee thereof) control over any other Creditor fromPledged ABL Priority Collateral under its control. The Term Collateral Agent further agrees to take all other action reasonably requested by such Person in connection with such Person obtaining a first priority interest in the Pledged ABL 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 Obligations remain outstanding upon the Discharge of ABL Obligations, all claims rights of the ABL Collateral Agent hereunder and liabilities arising pursuant to under the possessing Term Security Documents, the ABL Security Documents or controlling Creditor’s role as bailee the Notes Security Documents (1) with respect to the delivery and control of any part of the ABL Priority Collateral, so long and (2) to direct, instruct, vote upon or otherwise influence the maintenance or disposition of such ABL Priority Collateral, shall immediately, and (to the extent permitted by law) without further action on the part of either of the Term Collateral Agent, the ABL Collateral Agent or the Notes Collateral Agent, pass to the Term Collateral Agent, who shall thereafter hold such rights for the benefit of the Term Secured Parties and as the possessing or controlling Creditor shall use the same degree of care bailee for and, with respect thereto to any collateral that cannot be perfected in such manner, as agent for, the possessing or controlling Creditor uses for similar property pledged to Notes Secured Parties. Each of the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien ABL Collateral Agent and the First Lien Lenders shall have received final payment in full in cash Grantors agrees that it will, if any Term Obligations or Notes Obligations remain outstanding upon the Discharge of all of ABL Obligations, take any other action required by any law or reasonably requested by the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Term Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Notes Collateral Agent, except as otherwise may be required by applicable law or court order. After in connection with the Term Collateral Agent’s establishment and perfection of a First Lien Agent Priority security interest in the ABL Priority Collateral and the First Lien Lenders Notes Collateral Agent’s establishment and perfection of a Second Priority security interest in the ABL Priority Collateral. (vii) Notwithstanding anything to the contrary contained herein, if for any reason, prior to the Discharge of Term Obligations, the ABL Collateral Agent or the Notes Collateral Agent acquires possession of any Pledged Term Priority Collateral, the ABL Collateral Agent or the Notes Collateral Agent shall have received final payment hold same as bailee and/or agent to the same extent as is provided in full in cash of all of preceding clause (i) with respect to Pledged ABL Priority Collateral, provided that as soon as is practicable the First Lien Obligations and ABL Collateral Agent or the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Notes Collateral Agent shall deliver or cause to be delivered such Pledged Term Priority Collateral to the Term Collateral Agent in a manner otherwise consistent with the requirements of preceding clause (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverv).

Bailee for Perfection. Each Creditor The Senior Lien Claimholders and the Second Lien Claimholders, each hereby appoints appoint U.S. Bank National Association as its control agent (in such capacity, together with any successor in such capacity appointed by the other Creditor as agent Senior Lien Claimholders, the “Control Agent”) for the limited purpose of acting as the agent on behalf of the Senior Lien Claimholders and the Second Lien Claimholders with respect to the Control Collateral for purposes of perfecting the other Creditor’s Liens in of such parties on the Control Collateral. The Control Agent accepts such appointment and on any of agrees to hold the Control Collateral in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of its agents or bailees) as Control Agent for the benefit of the Senior Lien Claimholders and the Second Lien Claimholders and any permitted assignee of any thereof, as their respective interests appear, solely for the purpose of perfecting the security interest granted to such parties in such Control Collateral, subject to the terms and conditions of this Agreement. The Senior Lien Claimholders and the Second Lien Claimholders hereby acknowledge that the Control Agent will obtain "control" under the UCC over each Controlled Account as contemplated by the Senior Lien Collateral Documents for the benefit of both the Senior Lien Claimholders and the Second Lien Claimholders, as their respective interests appear, pursuant to the control agreements relating to each respective Controlled Account. The Control Agent, each of the Senior Lien Claimholders and each of the Second Lien Claimholders, hereby agrees that the Senior Lien Collateral Agent shall have the sole and exclusive right and authority to give instructions to, and otherwise direct, the Control Agent in respect of the Control Collateral or any control agreement with respect to any Control Collateral until the Discharge of Senior Lien Obligations shall have occurred and no Second Lien Claimholder will impede, hinder, delay or interfere with the exercise of such rights by the Senior Lien Collateral Agent in any respect. The Grantors hereby jointly and severally agree to pay, reimburse, indemnify and hold harmless the Control Agent to the same extent and on the same terms that the Grantors are required to do so for the Senior Lien Collateral Agent in accordance with the Senior Lien Note Agreements. The Senior Lien Claimholders and the Second Lien Claimholders hereby severally and not jointly agree to pay, reimburse, indemnify and hold harmless the Control Agent to the same extent and on the same terms that the same are required to do so for the Senior Lien Collateral Agent in accordance with Section 8.9 of this Agreement. Except as set forth below, the Control Agent shall have no obligation whatsoever to any Second Lien Claimholder including, without limitation, any obligation to assure that the Control Collateral is genuine or owned by any Grantor or one of their respective Subsidiaries or to preserve rights or benefits of any Person except as expressly set forth in this Section. In acting on behalf of the Second Lien Claimholders and the Senior Lien Claimholders, the duties or responsibilities of the Control Agent under this Section shall be limited solely (i) to physically holding any Control Collateral delivered to the Control Agent by any Grantor as agent for the Senior Lien Collateral Agent (on behalf of itself and the Senior Lien Claimholders) and the Second Lien Claimholders for purposes of perfecting the Lien held by the Senior Lien Collateral Agent and the Second Lien Claimholders and (ii) delivering such Collateral as set forth in this Section. The rights of the Second Lien Claimholders in the Control Collateral shall not at all times be subject to the terms of this Agreement and to the Senior Lien Collateral Agent’s rights under the Senior Lien Note Documents. Neither the Control Agent nor the Senior Lien Collateral Agent shall have any duty or liability to protect or preserve any rights pertaining to any by reason of the Second Lien Credit Documents or this Agreement or any other document a fiduciary relationship in respect of any Second Lien Claimholder. Upon the Discharge of Senior Lien Obligations (other than in connection with a Refinancing of the Senior Lien Obligations), the Control Agent shall deliver to the Second Lien Claimholders or their designee the Control Collateral and, except for gross negligence together with any necessary endorsements (or willful misconduct otherwise allow the Second Lien Claimholders to obtain control of such Control Collateral) or as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives jurisdiction may otherwise direct and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor Claimholders or their designee shall be forthwith delivered accept and succeed to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all role of the First Lien Obligations and Control Agent as the loan commitments under agent for perfection on the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Control Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiver.

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any (i) The Term Loan Security Agent agrees to hold or control that part of the Term Loan First Lien Collateral that is in the its possession or under the control of such Creditor (or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor 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 Term Loan First Lien Collateral being the “Pledged Term Loan First Lien Collateral”) as collateral agent for the Term Loan Secured Parties and as bailee for and, with respect to any Term Loan First Lien Collateral that cannot be perfected in such manner, as agent for, the Revolving Facility Security Agent (on behalf of the Revolving Facility Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the Term Loan Documents and the Revolving Facility Documents, respectively, subject to the terms and conditions of this Section 2.4(e). (ii) Subject to the terms of this Agreement, until the Discharge of Term Loan Obligations has occurred, the Term Loan Security Agent shall be entitled to deal with the Pledged Term Loan First Lien Collateral in accordance with the terms of the Term Loan Documents as if the Liens of the Revolving Facility Security Agent under the Revolving Facility Security Documents did not exist. The rights of the Revolving Facility Security Agent shall at all times be subject to the terms of this Agreement and to the Term Loan Security Agent’s rights under the Term Loan Documents. (iii) The Term Loan Security Agent shall have no obligation whatsoever to any Term Loan Secured Party, the Revolving Facility Security Agent or any Revolving Facility Secured Party to ensure that the Pledged Term Loan First Lien 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 2.4(e). The duties or responsibilities of the Term Loan Security Agent under this Section 2.4(e) shall be limited solely to holding the Pledged Term Loan First Lien Collateral as bailee or agent in accordance with this Section 2.4(e). (iv) The Term Loan Security Agent acting pursuant to this Section 2.4(e) shall not have any duty or liability to protect or preserve any rights pertaining to any by reason of the Term Loan Security Documents, the Revolving Facility Documents, this Agreement or any other document a fiduciary relationship in respect of any Term Loan Secured Party, the Revolving Facility Security Agent or any Revolving Facility Secured Party. (v) Upon the Discharge of the Term Loan Obligations, the Term Loan Security Agent shall deliver or cause to be delivered the remaining Pledged Term Loan First Lien Collateral and(if any) in its possession or in the possession of its agents or bailees, except for gross negligence together with any necessary endorsements, (I) first, to the Revolving Facility Security Agent to the extent Revolving Facility Obligations remain outstanding and (II) second, to the applicable Grantor to the extent no Term Loan Obligations or willful misconduct Revolving Facility Obligations remain outstanding (in each case, so as determined pursuant to allow such Person to obtain control of such Pledged Term Loan First Lien Collateral) and will cooperate with the Revolving Facility Security Agent or such Grantor, as the case may be, in assigning (without recourse to or warranty by the Term Loan Security Agent or any Term Loan Secured Party or agent or bailee thereof) control over any other Pledged Term Loan First Lien Collateral under its control. The Term Loan Security 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 final non-appealable order of first priority interest in the Pledged Term Loan First Lien Collateral or as a court of competent jurisdictionjurisdiction may otherwise direct. (vi) Notwithstanding anything to the contrary herein, if, for any reason, any Revolving Facility Obligations remain outstanding upon the non-possessing or non-controlling Creditor hereby waives and releases Discharge of the other Creditor fromTerm Loan Obligations, all claims rights of the Term Loan Security Agent hereunder and liabilities arising pursuant to under the possessing Term Loan Security Documents or controlling Creditor’s role as bailee the Revolving Facility Security Documents (1) with respect to the delivery and control of any part of the Term Loan First Lien Collateral, so long as and (2) to direct, instruct, vote upon or otherwise influence the possessing maintenance or controlling Creditor disposition of such Term Loan First Lien Collateral, shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged immediately, and (to the possessing extent permitted by law) without further action on the part of either of the Revolving Facility Security Agent or controlling Creditor as collateral for indebtedness of others the Term Loan Security Agent, pass to the possessing or controlling CreditorRevolving Facility Security Agent, who shall thereafter hold such rights for the benefit of the Revolving Facility Secured Parties. Prior to Each of the date on which First Lien Term Loan Security Agent and the Grantors agrees that it will, if any Revolving Facility Obligations remain outstanding upon the Discharge of the Term Loan Obligations, take any other action required by any law or reasonably requested by the Revolving Facility Security Agent (subject to any limitations set forth in the Revolving Facility Documents), in connection with the Revolving Facility Security Agent’s establishment and perfection of a First Priority security interest in the Term Loan First Lien Lenders shall have received final payment in full in cash of all Collateral. (vii) Notwithstanding anything to the contrary contained herein, if for any reason, prior to the Discharge of the Revolving Facility Obligations, the Term Loan Security Agent acquires possession of any Pledged Revolving Facility First Lien Obligations and Collateral, the Term Loan Security Agent shall hold same as bailee and/or agent to the same extent as is provided in preceding clause (i) with respect to Pledged Term Loan First Lien Collateral, provided that as soon as is practicable the Term Loan Agreements have been terminated, any Collateral in the possession or under the control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the First Lien Lenders shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Security Agent shall deliver or cause to be delivered such Pledged Revolving Facility First Lien Collateral to the Revolving Facility Security Agent in a manner otherwise consistent with the requirements of preceding clause (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiverv).