Common use of Bailees for Perfection Clause in Contracts

Bailees for Perfection. (a) Each Agent agrees to hold that part of the 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 (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien Agents, the collateral agent for the First Lien Claimholders under the First Lien Documents and (ii) gratuitous bailee for the benefit of the other 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) and any assignee solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Documents, respectively, subject to the terms and conditions of this Section 5.04. The First Lien Agents and the First Lien Claimholders hereby appoint the ABL Agent as their agent for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company and the Company Subsidiaries. The ABL Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents and the other First Lien Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Claimholders. (b) No Agent shall have any obligation whatsoever to any other Agent, to any other ABL Claimholder, or to any other First 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 5.04. The duties or responsibilities of the respective Agents under this Section 5.04 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.04 and delivering the Pledged Collateral or Proceeds thereof upon a Discharge of ABL Obligations or Discharge of First Lien Obligations, as applicable, as provided in paragraph (d) below. (c) Neither Agent acting pursuant to this Section 5.04 shall have by reason of the ABL Loan Documents, the First Lien Documents, this Agreement or any other document a fiduciary relationship in respect of the other Agent, any other ABL Claimholder or any other First Lien Claimholder. (d) Upon the Discharge of ABL Obligations or the Discharge of First Lien Obligations, as applicable, the Agent under the ABL Credit Agreement, Note Agreement or Additional First Lien Agreement, as applicable, that has been discharged shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the other Agent (which shall be the Applicable First Lien Agent in the case of the First Lien Agents) to the extent the other Obligations remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL Obligations and the Discharge of First Lien Obligations have occurred (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral) or as otherwise required by law. Each Agent further agrees to take all other action reasonably requested by any other Agent in connection with any Agent obtaining a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement, any obligation of the Agent, which has been discharged, to make any delivery to the other Agent under this Section 5.04(d) is subject to (i) the order of any court of competent jurisdiction, or (ii) any automatic stay imposed in connection with any Insolvency or Liquidation Proceeding.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the 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 (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien AgentsNotes Agent, the collateral agent for the First Lien Note Claimholders under the First Lien Note Documents and (ii) gratuitous bailee for the benefit of the other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Note Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Notes Agent and the First Lien Note Claimholders hereby appoint the ABL Agent as their agent for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company Issuers and the Company Subsidiaries. The ABL Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents Notes Agent and the other First Lien Note Claimholders under each Account Agreement (other than Account Agreements with respect to any Notes Collateral Account) and that any Proceeds received by the ABL Agent under any Account Agreement (other than Account Agreements with respect to any Notes Collateral Account) shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents Notes Agent for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral (other than securities of the Issuers or the Company Subsidiaries to the extent such security interest would require the filing of financial statements with the Securities and Exchange Commission pursuant to Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended) to the ABL Agent for the benefit of the First Lien Note Claimholders. (b) No Neither Agent shall have any obligation whatsoever to any the other Agent, to any other ABL Claimholder, or to any other First Lien Note 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 5.045.4. The duties or responsibilities of the respective Agents under this Section 5.04 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.04 5.4 and delivering the Pledged Collateral or Proceeds thereof upon a Discharge of ABL Obligations or Discharge of First Lien Note Obligations, as applicable, as provided in paragraph (d) below. (c) Neither Agent acting pursuant to this Section 5.04 5.4 shall have by reason of the ABL Loan Documents, the First Lien Note Documents, this Agreement or any other document a fiduciary relationship in respect of the other Agent, any other ABL Claimholder or any other First Lien Note Claimholder. (d) Upon the Discharge of ABL Obligations or the Discharge of First Lien Note Obligations, as applicable, the Agent under the ABL Credit Agreement, Note Agreement or Additional First Lien Note Agreement, as applicable, that has been discharged shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsementsendorsements or assignments, first, to the other Agent (which shall be the Applicable First Lien Agent in the case of the First Lien Agents) to the extent the other Obligations remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL Obligations and the Discharge of First Lien Note Obligations have occurred (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral) or as otherwise required by law. Each Agent further agrees to take all other action reasonably requested by any the other Agent in connection with any the other Agent obtaining a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement, any obligation of the Agent, which has been discharged, to make any delivery to the other Agent under this Section 5.04(d5.4(d) is subject to (i) the order of any court of competent jurisdiction, or (ii) any automatic stay imposed in connection with any Insolvency or Liquidation Proceeding. (e) Subject to the terms of this Agreement, (i) so long as the Discharge of ABL Obligations has not occurred, the ABL Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other ABL Loan Documents, but only to the extent that such Collateral constitutes ABL Priority Collateral, as if the Liens of the Notes Agent on behalf of the Note Claimholders did not exist, and (ii) so long as the Discharge of Note Obligations has not occurred, the Notes Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other Note Documents, but only to the extent that such Collateral constitutes Notes Priority Collateral, as if the Liens of the ABL Agent on behalf of the ABL Claimholders did not exist.

Bailees for Perfection. (a) Each The ABL Agent agrees and the Collateral Agent, as the case may be, each agree to hold that part of the Collateral (other than the ABL Exclusive Real Property, the Noteholder Exclusive Real Property and the Rule 3-16 Capital Stock) 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 (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, Collateral being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents orSecured Parties and Note Claimholders, in as the case of the First Lien Agentsmay be, the collateral agent for the First Lien Claimholders under the First Lien Documents and (ii) gratuitous as bailee for the benefit of ABL Agent or the other Agents Collateral Agent, as the case may be (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) and any assignee ), solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Noteholder Documents, respectivelyas applicable, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents and Solely with respect to any Deposit Accounts under the First Lien Claimholders hereby appoint control (within the meaning of Section 9-104 of the UCC) of the ABL Agent, the ABL Agent agrees to also hold control over such Deposit Accounts as their gratuitous agent for the purposes Collateral Agent, subject to the terms and conditions of perfecting their security interest in all this Section 5.4. Solely with respect to any Deposit Accounts and Securities Accounts under the control (within the meaning of Section 9-104 of the Company and UCC) of the Company Subsidiaries. The ABL Collateral Agent, the Collateral Agent hereby accepts agrees to also hold control over such appointment and acknowledges and agrees that it shall act Deposit Accounts as gratuitous agent for the benefit of the First Lien Agents and the other First Lien Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoingAgent, each Grantor hereby grants (x) a security interest in the Pledged Collateral subject to the First Lien Agents for the benefit terms and conditions of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Claimholdersthis Section 5.4. (b) No Agent Person shall have any obligation whatsoever to any other Agent, to any other ABL Claimholder, or to any other First Lien Claimholder Person 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 5.045.4. The duties or responsibilities of the respective Agents under this Section 5.04 5.4 shall be limited solely to holding the Pledged Collateral as bailee (and with respect to Deposit Accounts, agent) in accordance with this Section 5.04 5.4 and delivering the Pledged Collateral or Proceeds thereof upon a Discharge of ABL Obligations or Discharge of First Lien Noteholder Obligations, as applicablethe case may be, as provided in paragraph (d) below. (c) Neither Agent No Person acting pursuant to this Section 5.04 5.4 shall have by reason of the ABL Loan Documents, the First Lien Noteholder Documents, this Agreement or any other document document, a fiduciary relationship in respect of the other Agent, with any other ABL Claimholder or any other First Lien ClaimholderPerson with respect to such acts. (d) Upon the Discharge of ABL Obligations or the Discharge of First Lien Obligations, except as applicablea court of competent jurisdiction may otherwise direct or otherwise required by applicable law, the ABL Agent under the ABL Credit Agreement, Note Agreement or Additional First Lien Agreement, as applicable, that has been discharged shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsementsendorsements without recourse and without any representation or warranty whatsoever, first, to the other Collateral Agent (which shall be the Applicable First Lien Agent in the case of the First Lien Agents) to the extent the other Noteholder Obligations which are secured by such Pledged Collateral remain outstanding, and second, subject to any other intercreditor arrangements between the ABL Agent and any other Person who has a Lien on any of the ABL First Lien Collateral to secure any obligations owed by any Grantor to such Person, to the applicable Grantor to the extent the Discharge of ABL Obligations and the Discharge of First Lien Obligations have occurred Company (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral) ). The ABL Agent further agrees to take all other action reasonably required in connection with the Collateral Agent obtaining a first-priority interest in such Pledged Collateral or as a court of competent jurisdiction may otherwise direct. (e) Upon the Discharge of the Noteholder Obligations, except as a court of competent jurisdiction may otherwise direct or otherwise required by applicable law, the Collateral Agent shall deliver the remaining Pledged Collateral (if any), together with any necessary endorsements without recourse and without any representation or warranty whatsoever, first, to the ABL Agent to the extent any ABL Obligations which are secured by such Pledged Collateral remain outstanding, and second, subject to any other intercreditor arrangements between the Collateral Agent and any other Person who has a Lien on any of the Noteholder First Lien Collateral to secure any obligations owing by any Grantor to such Person, to the Company (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral). Each The Collateral Agent further agrees to take all other action reasonably requested by any other the ABL Agent in connection with any the ABL Agent obtaining a first-priority interest in the such Pledged Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement, any obligation of the Agent, which has been discharged, to make any delivery to the other Agent under this Section 5.04(d) is subject to (i) the order of any court of competent jurisdiction, or (ii) any automatic stay imposed in connection with any Insolvency or Liquidation Proceeding.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the 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 (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien AgentsNotes Agent, the collateral agent for the First Lien Note Claimholders under the First Lien Note Documents and (ii) gratuitous bailee for the benefit of the other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Note Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Notes Agent and the First Lien Note Claimholders hereby appoint the ABL Agent as their agent for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company Issuers and the Company Subsidiaries. The ABL Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents Notes Agent and the other First Lien Note Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents Notes Agent for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral (other than securities of the Issuers or the Company Subsidiaries to the extent such security interest would require the filing of financial statements with the Securities and Exchange Commission pursuant to Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended) to the ABL Agent for the benefit of the First Lien Note Claimholders. (b) No Neither Agent shall have any obligation whatsoever to any the other Agent, to any other ABL Claimholder, or to any other First Lien Note 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 5.045.4. The duties or responsibilities of the respective Agents under this Section 5.04 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.04 5.4 and delivering the Pledged Collateral or Proceeds thereof upon a Discharge of ABL Obligations or Discharge of First Lien Note Obligations, as applicable, as provided in paragraph (d) below. (c) Neither Agent acting pursuant to this Section 5.04 5.4 shall have by reason of the ABL Loan Documents, the First Lien Note Documents, this Agreement or any other document a fiduciary relationship in respect of the other Agent, any other ABL Claimholder or any other First Lien Note Claimholder. (d) Upon the Discharge of ABL Obligations or the Discharge of First Lien Note Obligations, as applicable, the Agent under the ABL Credit Agreement, Note Agreement or Additional First Lien Note Agreement, as applicable, that has been discharged shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the other Agent (which shall be the Applicable First Lien Agent in the case of the First Lien Agents) to the extent the other Obligations remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL Obligations and the Discharge of First Lien Note Obligations have occurred (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral) or as otherwise required by law. Each Agent further agrees to take all other action reasonably requested by any the other Agent in connection with any the other Agent obtaining a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement, any obligation of the Agent, which has been discharged, to make any delivery to the other Agent under this Section 5.04(d5.4(d) is subject to (i) the order of any court of competent jurisdiction, or (ii) any automatic stay imposed in connection with any Insolvency or Liquidation Proceeding. (e) Subject to the terms of this Agreement, (i) so long as the Discharge of ABL Obligations has not occurred, the ABL Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other ABL Loan Documents, but only to the extent that such Collateral constitutes ABL Priority Collateral, as if the Liens of the Notes Agent on behalf of the Note Claimholders did not exist, and (ii) so long as the Discharge of Note Obligations has not occurred, the Notes Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other Note Documents, but only to the extent that such Collateral constitutes Notes Priority Collateral, as if the Liens of the ABL Agent on behalf of the ABL Claimholders did not exist.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the 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 (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien AgentsNotes Agent, the collateral agent for the First Lien Note Claimholders under the First Lien Note Documents and (ii) gratuitous bailee for the benefit of the other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Note Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Notes Agent and the First Lien Note Claimholders hereby appoint the ABL Agent as their agent for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company Issuer and the Company Subsidiaries. The ABL Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents Notes Agent and the other First Lien Note Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents Notes Agent for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral (other than securities of the Company Subsidiaries to the extent such security interest would require the filing of financial statements with the Securities and Exchange Commission pursuant to Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended) to the ABL Agent for the benefit of the First Lien Note Claimholders. (b) No Neither Agent shall have any obligation whatsoever to any the other Agent, to any other ABL Claimholder, or to any other First Lien Note 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 5.045.4. The duties or responsibilities of the respective Agents under this Section 5.04 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.04 5.4 and delivering the Pledged Collateral or Proceeds thereof upon a Discharge of ABL Obligations or Discharge of First Lien Note Obligations, as applicable, as provided in paragraph (d) below. (c) Neither Agent acting pursuant to this Section 5.04 5.4 shall have by reason of the ABL Loan Documents, the First Lien Note Documents, this Agreement or any other document a fiduciary relationship in respect of the other Agent, any other ABL Claimholder or any other First Note Claimholder. Neither the ABL Collateral Agent nor any holder of any ABL Obligations will have any duties or other obligations to any holder of Note Obligations with respect to the ABL Priority Collateral, other than to transfer to the Notes Agent any Proceeds of any such ABL Priority Collateral after any sale, transfer or other disposition of such ABL Priority Collateral (in each case, unless the Noteholders’ Lien Claimholderon all such ABL Priority Collateral is terminated and released prior to or concurrently with such sale, transfer, disposition, payment or satisfaction in accordance with this Agreement), the Discharge of the ABL Obligations, or, if the ABL Collateral Agent is in possession of all or any part of such ABL Priority Collateral after such discharge, such ABL Priority Collateral or any part thereof remaining, in each case without representation or warranty on the part of, or recourse to, the ABL Collateral Agent or any holder of ABL Obligations as provided in Section 5.4(d) below. (d) Upon the Discharge of ABL Obligations or the Discharge of First Lien Note Obligations, as applicable, the Agent under the ABL Credit Agreement, Note Agreement or Additional First Lien Note Agreement, as applicable, that has been discharged shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the other Agent (which shall be the Applicable First Lien Agent in the case of the First Lien Agents) to the extent the other Obligations remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL Obligations and the Discharge of First Lien Note Obligations have occurred (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral) or as otherwise required by law. Each Agent further agrees to take all other action reasonably requested by any the other Agent in connection with any the other Agent obtaining a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement, any obligation of the Agent, which has been discharged, to make any delivery to the other Agent under this Section 5.04(d5.4(d) is subject to (i) the order of any court of competent jurisdiction, or (ii) any automatic stay imposed in connection with any Insolvency or Liquidation Proceeding. (e) Subject to the terms of this Agreement, (i) so long as the Discharge of ABL Obligations has not occurred, the ABL Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other ABL Loan Documents, but only to the extent that such Collateral constitutes ABL Priority Collateral (including, for the avoidance of doubt, the Company’s use of cash and monies held in Deposit Accounts, including, without limitation, blocked accounts or lockbox accounts, for purposes not otherwise prohibited by the ABL Loan Documents), as if the Liens of the Notes Agent on behalf of the Note Claimholders did not exist, and (ii) so long as the Discharge of Note Obligations has not occurred, the Notes Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other Note Documents, but only to the extent that such Collateral constitutes Notes Priority Collateral, as if the Liens of the ABL Agent on behalf of the ABL Claimholders did not exist.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the 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 (such Collateral, which shall includeinclude without limitation Account Agreements, without limitation, Deposit Accounts, Securities Accounts Instruments and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien Agentsany Notes Agent, the collateral agent for the First Lien respective Notes Claimholders under the First Lien related Notes Documents and (ii) gratuitous bailee for the benefit of and on behalf of the other 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) and any assignee solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien applicable Notes Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Each Notes Agent and the First Lien related Notes Claimholders hereby appoint the ABL Agent as their agent gratuitous bailee for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company and the Company Company’s Subsidiaries. The ABL Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents and on behalf of each Notes Agent and the other First Lien related Notes Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Claimholders. (b) No Agent shall have any obligation whatsoever to any other Agent, to any other ABL Claimholder, Agent or to any other First 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 5.045.4. The duties or responsibilities of the respective Agents under this Section 5.04 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.04 5.4 and delivering the Pledged Collateral or Proceeds thereof upon a Discharge of ABL Obligations, Discharge of Term Loan Obligations, Discharge of First-Lien Notes Obligations, Discharge of Second-Lien Notes Obligations or Discharge of First Third-Lien Notes Obligations, as applicable, as provided in paragraph (d) below, and each Agent and its related Claimholders hereby releases each other Agent from any liability of any kind and waives any right to make claim for any damages, costs or liabilities, by reason of or arising out of the terms of Section 5.4(a). (c) Neither No Agent acting pursuant to this Section 5.04 5.4 shall have by reason of the ABL Loan Documents, any of the First Lien Notes Documents, this Agreement or any other document a fiduciary relationship in respect of the any other Agent, any other ABL Claimholder or any other First Lien Notes Claimholder. (d) Upon the Discharge of ABL Obligations or Obligations, Discharge of Term Loan Obligations, the Discharge of First First-Lien Notes Obligations, Discharge of Second-Lien Notes Obligations or Discharge of Third-Lien Notes Obligations, as applicable, the Agent under the ABL Credit Agreement, Note Agreement or Additional First Lien AgreementIndenture, as applicable, that has been discharged Discharged shall deliver the remaining Pledged Collateral (if any) in its possession together with any necessary endorsements, first, to the other Agent representing the next Higher Priority Obligation (which shall be the Applicable First Lien Agent in the case below that of the First Lien Agentsdelivering Agent) in relation to the item of ABL Priority Collateral or Notes Priority Collateral then being delivered (as applicable) to the extent the such other Obligations remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL Obligations and the Discharge of First Lien All Notes Obligations have occurred (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral) or as otherwise required by law. Each Agent further agrees to take all other action reasonably requested by any the other applicable Agent in connection with any the other applicable Agent obtaining a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement, any obligation of the any Agent, which has been dischargedDischarged, to make any delivery to the any other Agent under this Section 5.04(d5.4(d) or Section 5.5 is subject to (i) the order of any court of competent jurisdiction, or (ii) any automatic stay imposed in connection with any Insolvency or Liquidation Proceeding. (e) Subject to the terms of this Agreement, (i) so long as the Discharge of ABL Obligations has not occurred, the ABL Agent (after Discharge of the ABL Obligations, seriatim, the Higher Priority Agent in respect of the ABL Priority Collateral, in lieu of the ABL Agent or the Notes Agent based on the Liens priority set forth in this Agreement) shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other ABL Loan Documents, but only to the extent that such Collateral constitutes ABL Priority Collateral, as if the Liens of the Notes Agents on behalf of the respective Notes Claimholders did not exist and, after Discharge of the ABL Obligations, as if the Liens of any other Notes Agents on behalf of Notes Claimholders having Liens priority ranking lower than that of the Higher Priority Agent then entitled to act pursuant to this clause (i) did not exist, and (ii) so long as the Discharge of Term Loan Obligations has not occurred, the Term Loan Agent (after Discharge of the Term Loan Obligations, seriatim, the Higher Priority Agent in respect of the Notes Priority Collateral, in lieu of the Term Loan Agent or another Agent based on the Liens priority set forth in this Agreement) shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other applicable Notes Documents, but only to the extent that such Collateral constitutes Notes Priority Collateral, as if the Liens of the ABL Agent on behalf of the ABL Claimholders did not exist and as if the Liens of any other Notes Agents on behalf of Notes Claimholders having Liens priority ranking lower than that of the Higher Priority Agent then entitled to act pursuant to this clause (ii) did not exist.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the 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 (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien AgentsNotes Agent, the collateral agent for the First Lien Note Claimholders under the First Lien Note Documents and (ii) gratuitous bailee for the benefit of the other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Note Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Notes Agent and the First Lien Note Claimholders hereby appoint the ABL Agent as their agent for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company and Grantors (other than the Company SubsidiariesNote Collateral Account). The ABL Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents Notes Agent and the other First Lien Note Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents Notes Agent for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral (other than securities to the extent such security interest would require the filing of financial statements with the Securities and Exchange Commission pursuant to Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended) to the ABL Agent for the benefit of the First Lien Note Claimholders. (b) No Neither Agent shall have any obligation whatsoever to any the other Agent, to any other ABL Claimholder, or to any other First Lien Note 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 5.045.4. The duties or responsibilities of the respective Agents under this Section 5.04 5.4 shall be limited solely to holding the Pledged Collateral as gratuitous bailee in accordance with this Section 5.04 5.4 and delivering the Pledged Collateral or Proceeds thereof upon a Discharge of ABL Obligations or Discharge of First Lien Note Obligations, as applicable, as provided in paragraph (d) below. (c) Neither Agent acting pursuant to this Section 5.04 5.4 shall have by reason of the ABL Loan Documents, the First Lien Note Documents, this Agreement or any other document a fiduciary relationship in respect of the other Agent, any other ABL Claimholder or any other First Lien Note Claimholder. (d) Upon the Discharge of ABL Obligations or the Discharge of First Lien Note Obligations, as applicable, the ABL Agent under or the ABL Credit Agreement, Note Agreement or Additional First Lien AgreementNotes Agent, as applicable, that has been discharged shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the other Agent (which shall be the Applicable First Lien Agent in the case of the First Lien Agents) to the extent the other Obligations remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL Obligations and the Discharge of First Lien Note Obligations have occurred (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral) or as otherwise required by law. Each Agent further agrees to that upon the Discharge of the ABL Obligations or the Discharge of the Note Obligations, as applicable, it shall take all other action reasonably requested by any the other Agent in connection with any the other Agent obtaining a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement, any obligation of the Agent, Agent which has been discharged, discharged to make any delivery to the other Agent under this Section 5.04(d5.4(d) is subject to (i) the order of any court of competent jurisdiction, or (ii) any automatic stay imposed in connection with any Insolvency or Liquidation Proceeding. (e) Subject to the terms of this Agreement, (i) so long as the Discharge of ABL Obligations has not occurred, the ABL Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other ABL Loan Documents, but only to the extent that such Collateral constitutes ABL Priority Collateral, as if the Liens of the Notes Agent on behalf of the Note Claimholders did not exist, and (ii) so long as the Discharge of Note Obligations has not occurred, the Notes Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other Note Documents, but only to the extent that such Collateral constitutes Notes Priority Collateral, as if the Liens of the ABL Agent on behalf of the ABL Claimholders did not exist.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the 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 (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien Agents, the collateral agent for the First Lien Claimholders under the First Lien Documents and (ii) gratuitous bailee for the benefit of the other 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) and any assignee solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents and the First Lien Claimholders hereby appoint the ABL Agent as their agent for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company and the Company Subsidiaries. The ABL Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents and the other First Lien Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Each Grantor hereby grants (x) as security for the payment or performance, as the case may be, in full of the First Lien Obligations, a security interest in the Pledged Collateral to the First Lien Agents for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Claimholders. (b) No Agent shall have any obligation whatsoever to any other Agent, to any other ABL Claimholder, or to any other First 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 5.045.4. The duties or responsibilities of the respective Agents under this Section 5.04 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.04 5.4 and delivering the Pledged Collateral or Proceeds thereof upon a Discharge of ABL Obligations or Discharge of First Lien Obligations, as applicable, as provided in paragraph (d) below. (c) Neither No Agent acting pursuant to this Section 5.04 5.4 shall have by reason of the ABL Loan Documents, the First Lien Documents, this Agreement or any other document a fiduciary relationship in respect of the other AgentAgents, any other ABL Claimholder or any other First Lien Claimholder. (d) Upon the Discharge of ABL Obligations or the Discharge of First Lien Obligations, as applicable, the Agent under the ABL Credit Agreement, Note the Indenture, the Cash Flow Credit Agreement or any Additional First Lien Agreement, as applicable, that has been discharged shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the other Agent (which shall be the Applicable First Lien Agent in the case of the First Lien Agents) to the extent the other Obligations remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL Obligations and the Discharge of First Lien Obligations have occurred (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral) or as otherwise required by law. Each Agent further agrees to take all other action reasonably requested by any the other Agent in connection with any the other Agent obtaining a firstsenior-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement, any obligation of the Agent, which has been discharged, to make any delivery to the other Agent under this Section 5.04(d5.4(d) is subject to (i) the order of any court of competent jurisdiction, or (ii) any automatic stay imposed in connection with any Insolvency or Liquidation Proceeding.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the 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 (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien Agents, the collateral agent for the First Lien Claimholders under the First Lien Documents and (ii) gratuitous bailee for the benefit of the other 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) and any assignee solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Documents, respectively, subject to the terms and conditions of this Section 5.04. The First Lien Agents and the First Lien Claimholders hereby appoint the ABL Agent as their agent for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company and the Company Subsidiaries. The ABL Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents and the other First Lien Claimholders under each Account Agreement and that Table of Contents any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Claimholders. (b) No Agent shall have any obligation whatsoever to any other Agent, to any other ABL Claimholder, or to any other First 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 5.04. The duties or responsibilities of the respective Agents under this Section 5.04 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.04 and delivering the Pledged Collateral or Proceeds thereof upon a Discharge of ABL Obligations or Discharge of First Lien Obligations, as applicable, as provided in paragraph (d) below. (c) Neither Agent acting pursuant to this Section 5.04 shall have by reason of the ABL Loan Documents, the First Lien Documents, this Agreement or any other document a fiduciary relationship in respect of the other Agent, any other ABL Claimholder or any other First Lien Claimholder. (d) Upon the Discharge of ABL Obligations or the Discharge of First Lien Obligations, as applicable, the Agent under the ABL Credit Agreement, Note Agreement or Additional First Lien Agreement, as applicable, that has been discharged shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the other Agent (which shall be the Applicable First Lien Agent in the case of the First Lien Agents) to the extent the other Obligations remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL Obligations and the Discharge of First Lien Obligations have occurred (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral) or as otherwise required by law. Each Agent further agrees to take all other action reasonably requested by any other Agent in connection with any Agent obtaining a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement, any obligation of the Agent, which has been discharged, to make any delivery to the other Agent under this Section 5.04(d) is subject to (i) the order of any court of competent jurisdiction, or (ii) any automatic stay imposed in connection with any Insolvency or Liquidation Proceeding.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the 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 (such Collateral, which shall include, include without limitation, limitation Deposit Accounts, Accounts and Securities Accounts subject to Account Agreements and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien AgentsTerm Agent, the collateral agent for the First Lien Term Claimholders under the First Lien Term Documents or, in the case of the Junior Secured Notes Collateral Agent, the collateral agent for the Junior Secured Notes Claimholders and (ii) gratuitous bailee for the benefit of the and on behalf of each other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL Loan Documents, the Term Documents and the First Lien Junior Secured Notes Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Term Agent, the Term Claimholders, the Junior Secured Notes Agent and the First Lien Junior Secured Notes Claimholders hereby appoint the ABL Agent as their agent gratuitous bailee for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of Pledged Collateral in which the Company and ABL Agent has a perfected security interest under the Company SubsidiariesUCC. The ABL Agent, the ABL Claimholders, the Junior Secured Notes Agent and the Junior Secured Notes Claimholders hereby appoint the Term Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which the Term Agent has a perfected security interest under the UCC. The ABL Agent, the ABL Claimholders, the Term Agent and the Term Claimholders hereby appoint the Junior Secured Notes Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which the Junior Secured Notes Agent has a perfected security interest under the UCC. Each Agent hereby accepts such appointment appointments pursuant to this Section 5.4(a) and acknowledges and agrees that it shall act for the benefit of the First Lien Agents and the other First Lien Claimholders under each Account Agreement with respect to any Pledged Collateral and that any Proceeds received by the ABL such Agent under any Account Agreement Pledged Collateral shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to (x) the First Lien Agents Term Agent for the benefit of the ABL Claimholders and the Junior Secured Notes Claimholders, (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Term Claimholders and the Junior Secured Notes Claimholders and (z) the Junior Secured Notes Agent for the benefit of the ABL Claimholders and the Term Claimholders. (b) No Agent shall have any obligation whatsoever to any other Agent, to any other ABL Claimholder, or to any other First Lien Claimholder Secured Party as a result of Section 5.4(a) 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 5.04Person. The duties or responsibilities of the respective Agents under this Section 5.04 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.04 5.4 and delivering the Pledged Collateral or Proceeds thereof with respect to which it is the Prior Lien Agent that is in its possession upon a Discharge of ABL Prior Lien Obligations or Discharge of First Lien Obligations, as applicable, as provided in paragraph (d) below. (c) Neither No Agent acting pursuant to this Section 5.04 5.4 shall have by reason of the ABL Loan Documents, the First Lien Term Documents, the Junior Secured Notes Documents, this Agreement or any other document a fiduciary relationship in respect of the other Agent, any other ABL Claimholder Agent or Secured Party, and each Secured Party hereby waives any other First Lien Claimholderclaim it may have against any Agent for any actions taken thereby in its role as bailee under this Section 5.4. (d) Upon the Discharge of ABL Obligations or the Discharge of First Lien Term Obligations, as applicable, the Term Agent under the ABL Credit Agreement, Note Agreement or Additional First Lien Agreement, as applicable, that has been discharged shall deliver the remaining Pledged Collateral (if any) in its possession together with any necessary endorsements, first, to the other ABL Agent (which shall be the Applicable First Lien Agent in the case of the First Lien Agents) to the extent the other Obligations remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL Obligations has not occurred, and second, to the Junior Secured Notes Agent to the extent the Discharge of First Lien Junior Secured Notes Obligations have occurred has not occurred. Upon the Discharge of ABL Obligations, the ABL Agent shall deliver the remaining Pledged Collateral (if any) in each case, so as to allow such Person to obtain its possession or control of such Pledged Collateral) or as otherwise required by law. Each Agent further agrees to take all other action reasonably requested by any other Agent in connection together with any necessary endorsements, first, to the Term Agent obtaining a first-priority interest in to the Collateral or as a court extent the Discharge of competent jurisdiction may otherwise directTerm Obligations has not occurred, and second, to the Junior Secured Notes Agent to the extent the Discharge of Junior Secured Notes Obligations has not occurred. Notwithstanding anything to the contrary contained in this Agreement, any obligation of the Agent, which has been discharged, to make any delivery to the other Agent under this Section 5.04(d5.4(d) or Section 5.5 is subject to (i) the order of any court of competent jurisdiction, or (ii) any automatic stay imposed in connection with any Insolvency or Liquidation Proceeding.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the 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 (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien Agents, the collateral agent for the First Lien Claimholders under the First Lien Documents and (ii) gratuitous bailee for the benefit of the other 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) and any assignee solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents and the First Lien Claimholders hereby appoint the ABL Agent as their agent for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company and the Company Subsidiaries. The ABL Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents and the other First Lien Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Claimholders. (b) No Agent shall have any obligation whatsoever to any other Agent, to any other ABL Claimholder, or to any other First 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 5.04. The duties or responsibilities of the respective Agents under this Section 5.04 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.04 and delivering the Pledged Collateral or Proceeds thereof upon a Discharge of ABL Obligations or Discharge of First Lien Obligations, as applicable, as provided in paragraph (d) below. (c) Neither Agent acting pursuant to this Section 5.04 shall have by reason of the ABL Loan Documents, the First Lien Documents, this Agreement or any other document a fiduciary relationship in respect of the other Agent, any other ABL Claimholder or any other First Lien Claimholder. (d) Upon the Discharge of ABL Obligations or the Discharge of First Lien Obligations, as applicable, the Agent under the ABL Credit Agreement, Note Agreement or Additional First Lien Agreement, as applicable, that has been discharged shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the other Agent (which shall be the Applicable First Lien Agent in the case of the First Lien Agents) to the extent the other Obligations remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL Obligations and the Discharge of First Lien Obligations have occurred (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral) or as otherwise required by law. Each Agent further agrees to take all other action reasonably requested by any other Agent in connection with any Agent obtaining a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement, any obligation of the Agent, which has been discharged, to make any delivery to the other Agent under this Section 5.04(d) is subject to (i) the order of any court of competent jurisdiction, or (ii) any automatic stay imposed in connection with any Insolvency or Liquidation Proceeding.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the 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 (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien AgentsNotes Agent, the collateral agent for the First Lien Note Claimholders under the First Lien Note Documents and (ii) gratuitous bailee for the benefit of the other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Note Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Notes Agent and the First Lien Note Claimholders hereby appoint the ABL Agent as their agent for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company Issuer and the Company Subsidiaries. The ABL Agent hereby xxxxxx accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents Notes Agent and the other First Lien Note Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents Notes Agent for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral (other than securities of the Company Subsidiaries to the extent such security interest would require the filing of financial statements with the Securities and Exchange Commission pursuant to Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended) to the ABL Agent for the benefit of the First Lien Note Claimholders. (b) No Neither Agent shall have any obligation whatsoever to any the other Agent, to any other ABL Claimholder, or to any other First Lien Note 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 5.045.4. The duties or responsibilities of the respective Agents under this Section 5.04 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.04 5.4 and delivering the Pledged Collateral or Proceeds thereof upon a Discharge of ABL Obligations or Discharge of First Lien Note Obligations, as applicable, as provided in paragraph (d) below. (c) Neither Agent acting pursuant to this Section 5.04 5.4 shall have by reason of the ABL Loan Documents, the First Lien Note Documents, this Agreement or any other document a fiduciary relationship in respect of the other Agent, any other ABL Claimholder or any other First Note Claimholder. Neither the ABL Collateral Agent nor any holder of any ABL Obligations will have any duties or other obligations to any holder of Note Obligations with respect to the ABL Priority Collateral, other than to transfer to the Notes Agent any Proceeds of any such ABL Priority Collateral after any sale, transfer or other disposition of such ABL Priority Collateral (in each case, unless the Noteholders’ Lien Claimholderon all such ABL Priority Collateral is terminated and released prior to or concurrently with such sale, transfer, disposition, payment or satisfaction in accordance with this Agreement), the Discharge of the ABL Obligations, or, if the ABL Collateral Agent is in possession of all or any part of such ABL Priority Collateral after such discharge, such ABL Priority Collateral or any part thereof remaining, in each case without representation or warranty on the part of, or recourse to, the ABL Collateral Agent or any holder of ABL Obligations as provided in Section 5.4(d) below. (d) Upon the Discharge of ABL Obligations or the Discharge of First Lien Note Obligations, as applicable, the Agent under the ABL Credit Agreement, Note Agreement or Additional First Lien Note Agreement, as applicable, that has been discharged shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the other Agent (which shall be the Applicable First Lien Agent in the case of the First Lien Agents) to the extent the other Obligations remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL Obligations and the Discharge of First Lien Note Obligations have occurred (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral) or as otherwise required by law. Each Agent further agrees to take all other action reasonably requested by any the other Agent in connection with any the other Agent obtaining a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement, any obligation of the Agent, which has been discharged, to make any delivery to the other Agent under this Section 5.04(d5.4(d) is subject to (i) the order of any court of competent jurisdiction, or (ii) any automatic stay imposed in connection with any Insolvency or Liquidation Proceeding. (e) Subject to the terms of this Agreement, (i) so long as the Discharge of ABL Obligations has not occurred, the ABL Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other ABL Loan Documents, but only to the extent that such Collateral constitutes ABL Priority Collateral (including, for the avoidance of doubt, the Company’s use of cash and monies held in Deposit Accounts, including, without limitation, blocked accounts or lockbox accounts, for purposes not otherwise prohibited by the ABL Loan Documents), as if the Liens of the Notes Agent on behalf of the Note Claimholders did not exist, and (ii) so long as the Discharge of Note Obligations has not occurred, the Notes Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other Note Documents, but only to the extent that such Collateral constitutes Notes Priority Collateral, as if the Liens of the ABL Agent on behalf of the ABL Claimholders did not exist.

Bailees for Perfection. ‌ (a) Each Agent agrees to hold that part of the Collateral that is in its possession “possession” or control “control” (as defined in the PPSA, UCC, and/or the STA, as applicable) (or in the possession or control of its agents agents, nominees or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien AgentsNote Agent, the collateral agent for the First Lien Note Claimholders under the First Lien Note Documents and (ii) gratuitous bailee for the benefit of the other Agents Agent (such bailment being intended, among other things, to satisfy the requirements of Sections Section 8-301(a)(2) and 9-313(c) of the UCC, to the extent applicable) and gratuitous holder and agent (such capacity being intended, among other things, to satisfy the requirements of Section 68(1)(b) of the STA) and any assignee solely for the purpose of of‌ perfecting the security interest granted under the ABL Loan Documents and the First Lien Note Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Note Agent and the First Lien Note Claimholders hereby appoint the ABL Agent as their agent for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company and the Company SubsidiariesGrantors. The ABL Agent hereby xxxxxx accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents Note Agent and the other First Lien Note Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents Note Agent for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Note Claimholders. (b) No Neither Agent shall have any obligation whatsoever to any the other Agent, to any other ABL Claimholder, or to any other First Lien Note 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 5.045.4. The duties or responsibilities of the respective Agents under this Section 5.04 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.04 5.4 and delivering the Pledged Collateral or Proceeds thereof upon a Discharge of ABL Obligations or Discharge of First Lien Note Obligations, as applicable, as provided in paragraph (d) below. (c) Neither Agent acting pursuant to this Section 5.04 5.4 shall have by reason of the ABL Loan Documents, the First Lien Note Documents, this Agreement or any other document a fiduciary relationship in respect of the other Agent, any other ABL Claimholder or any other First Lien Note Claimholder. (d) Upon the Discharge of ABL Obligations or the Discharge of First Lien Note Obligations, as applicable, the Agent under the ABL Credit Agreement, Note Agreement or Additional First Lien Note Agreement, as applicable, that has been discharged shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the other Agent (which shall be the Applicable First Lien Agent in the case of the First Lien Agents) to the extent the other Obligations remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL Obligations and the Discharge of First Lien Note Obligations have occurred (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral) or as otherwise required by law. Each Agent further agrees to take all other action reasonably requested by any the other Agent in connection with any the other Agent obtaining a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement, any obligation of the ABL Agent, which has been discharged, to make any delivery to the other Agent under this Section 5.04(d5.4(d) is subject to (i) the order of any court of competent jurisdiction, or (ii) any automatic stay imposed in connection with any Insolvency or Liquidation ProceedingProceeding.‌ (e) Subject to the terms of this Agreement, (i) so long as the Discharge of ABL Obligations has not occurred, the ABL Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other ABL Loan Documents, but only to the extent that such Collateral constitutes ABL Priority Collateral, as if the Liens of the Note Agent on behalf of the Note Claimholders did not exist, and (ii) so long as the Discharge of Note Obligations has not occurred, the Note Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other Note Documents, but only to the extent that such Collateral constitutes Note Priority Collateral, as if the Liens of the ABL Agent on behalf of the ABL Claimholders did not exist.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the 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 (such Collateral, which shall includeinclude without limitation Account Agreements, without limitation, Deposit Accounts, Securities Accounts Instruments and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien Agentsany Notes Agent, the collateral agent for the First Lien respective Notes Claimholders under the First Lien related Notes Documents and (ii) gratuitous bailee for the benefit of and on behalf of the other 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) and any assignee solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien applicable Notes Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Each Notes Agent and the First Lien related Notes Claimholders hereby appoint the ABL Agent as their agent gratuitous bailee for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company and the Company Company’s Subsidiaries. The ABL Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents and on behalf of each Notes Agent and the other First Lien related Notes Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Claimholders. (b) No Agent shall have any obligation whatsoever to any other Agent, to any other ABL Claimholder, Agent or to any other First 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 5.045.4. The duties or responsibilities of the respective Agents under this Section 5.04 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.04 5.4 and delivering the Pledged Collateral or Proceeds thereof upon a Discharge of ABL Obligations, Discharge of First-Lien Notes Obligations, Discharge of Second-Lien Notes Obligations or Discharge of First Third-Lien Notes Obligations, as applicable, as provided in paragraph (d) below, and each Agent and its related Claimholders hereby releases each other Agent from any liability of any kind and waives any right to make claim for any damages, costs or liabilities, by reason of or arising out of the terms of Section 5.4(a). (c) Neither No Agent acting pursuant to this Section 5.04 5.4 shall have by reason of the ABL Loan Documents, any of the First Lien Notes Documents, this Agreement or any other document a fiduciary relationship in respect of the any other Agent, any other ABL Claimholder or any other First Lien Notes Claimholder. (d) Upon the Discharge of ABL Obligations or Obligations, the Discharge of First First-Lien Notes Obligations, Discharge of Second-Lien Notes Obligations or Discharge of Third-Lien Notes Obligations, as applicable, the Agent under the ABL Credit Agreement, Note Agreement or Additional First Lien Note Agreement, as applicable, that has been discharged Discharged shall deliver the remaining Pledged Collateral (if any) in its possession together with any necessary endorsements, first, to the other Agent representing the next Higher Priority Obligation (which shall be the Applicable First Lien Agent in the case below that of the First Lien Agentsdelivering Agent) in relation to the item of ABL Priority Collateral or Notes Priority Collateral then being delivered (as applicable) to the extent the such other Obligations remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL Obligations and the Discharge of First Lien All Notes Obligations have occurred (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral) or as otherwise required by law. Each Agent further agrees to take all other action reasonably requested by any the other applicable Agent in connection with any the other applicable Agent obtaining a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement, any obligation of the any Agent, which has been dischargedDischarged, to make any delivery to the any other Agent under this Section 5.04(d5.4(d) or Section 5.5 is subject to (i) the order of any court of competent jurisdiction, or (ii) any automatic stay imposed in connection with any Insolvency or Liquidation Proceeding. (e) Subject to the terms of this Agreement, (i) so long as the Discharge of ABL Obligations has not occurred, the ABL Agent (after Discharge of the ABL Obligations, seriatim, the Higher Priority Agent in respect of the ABL Priority Collateral, in lieu of the ABL Agent or the Notes Agent based on the Liens priority set forth in this Agreement) shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other ABL Loan Documents, but only to the extent that such Collateral constitutes ABL Priority Collateral, as if the Liens of the Notes Agents on behalf of the respective Notes Claimholders did not exist and, after Discharge of the ABL Obligations, as if the Liens of any other Notes Agents on behalf of Notes Claimholders having Liens priority ranking lower than that of the Higher Priority Agent then entitled to act pursuant to this clause (i) did not exist, and (ii) so long as the Discharge of First-Lien Notes Obligations has not occurred, the First-Lien Notes Agent (after Discharge of the First-Lien Notes Obligations, seriatim, the Higher Priority Agent in respect of the Notes Priority Collateral, in lieu of the First-Lien Notes Agent or another Agent based on the Liens priority set forth in this Agreement) shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other applicable Notes Documents, but only to the extent that such Collateral constitutes Notes Priority Collateral, as if the Liens of the ABL Agent on behalf of the ABL Claimholders did not exist and as if the Liens of any other Notes Agents on behalf of Notes Claimholders having Liens priority ranking lower than that of the Higher Priority Agent then entitled to act pursuant to this clause (ii) did not exist.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the 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 (such Collateral, which shall include, include without limitation, Deposit Accounts, Securities Accounts and Capital Stocklimitation Account Agreements, being the “Pledged Collateral”) as as (i) in the case of the ABL SCF Agent, the collateral agent for the ABL SCF Claimholders under the ABL SCF Loan Documents or, in the case of the First Lien AgentsNotes Agent, the collateral agent for the First Lien Note Claimholders under the First Lien Note Documents and (ii) gratuitous bailee for the benefit of the other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL SCF Loan Documents and the First Lien Note Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Notes Agent and the First Lien Note Claimholders hereby appoint the ABL SCF Agent as their agent gratuitous bailee for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company and the Company their Subsidiaries. The ABL SCF Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents Notes Agent and the other First Lien Note Claimholders under each Account Agreement and that any Proceeds proceeds received by the ABL SCF Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Claimholders. (b) No Neither Agent shall have any obligation whatsoever to any the other Agent, to any other ABL SCF Claimholder, or to any other First Lien Note 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 5.045.4. The duties or responsibilities of the respective Agents under this Section 5.04 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.04 5.4 and delivering the Pledged Collateral or Proceeds proceeds thereof upon a Discharge of ABL SCF Obligations or Discharge of First Lien Note Obligations, as applicable, as provided in paragraph (d) below. (c) Neither Agent acting pursuant to this Section 5.04 5.4 shall have by reason of the ABL SCF Loan Documents, the First Lien Note Documents, this Agreement or any other document a fiduciary relationship in respect of the other Agent, any other ABL SCF Claimholder or any other First Lien Note Claimholder. (d) Upon the Discharge of ABL SCF Obligations or the Discharge of First Lien Note Obligations, as applicable, the Agent under the ABL Credit Agreement, Note Agreement or Additional First Lien Agreement, as applicable, credit facility that has been discharged shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the other Agent (which shall be the Applicable First Lien Agent in the case of the First Lien Agents) to the extent the other Obligations remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL SCF Obligations and the Discharge of First Lien Note Obligations have occurred (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral) or as otherwise required by law). Each Agent further agrees to take all other action reasonably requested by any the other Agent in connection with any the other Agent obtaining a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement, any obligation of the Agent, which has been discharged, to make any delivery to the other Agent under this Section 5.04(d5.4(d) or Section 5.5 is subject to (i) the order of any court of competent jurisdiction, or (ii) any automatic stay imposed in connection with any Insolvency or Liquidation Proceeding. (e) Subject to the terms of this Agreement, (i) so long as the Discharge of SCF Obligations has not occurred, the SCF Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other SCF Loan Documents, but only to the extent that such Collateral constitutes SCF Primary Collateral, as if the Liens of the Notes Agent on behalf of the Note Claimholders did not exist, and (ii) so long as the Discharge of Note Obligations has not occurred, the Notes Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other Note Documents, but only to the extent that such Collateral constitutes Note Primary Collateral, as if the Liens of the SCF Agent on behalf of the SCF Claimholders did not exist.

Bailees for Perfection. (a) Each Agent agrees The ABL Agent, the Collateral Trustee and each Priority Lien Representative, as the case may be, agree to hold that part of the 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 (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, Collateral being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents orand Priority Lien Claimholders, in as the case of the First Lien Agentsmay be, the collateral agent for the First Lien Claimholders under the First Lien Documents and (ii) gratuitous as bailee for the benefit of ABL Agent, Collateral Trustee or Priority Lien Representative, as the other Agents case may be (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) and any assignee ), solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Priority Lien Documents, respectivelyas applicable, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents and Solely with respect to any Deposit Accounts under the First Lien Claimholders hereby appoint control (within the meaning of Section 9-104 of the UCC) of the ABL Agent, the ABL Agent agrees to also hold control over such Deposit Accounts as their gratuitous agent for the purposes Collateral Trustee, subject to the terms and conditions of perfecting their security interest in all this Section 5.4. Solely with respect to any Deposit Accounts and Securities Accounts under the control (within the meaning of Section 9-104 of the Company and UCC) of the Company Subsidiaries. The ABL Agent hereby accepts Collateral Trustee, the Collateral Trustee agrees to also hold control over such appointment and acknowledges and agrees that it shall act Deposit Accounts as gratuitous agent for the benefit of the First Lien Agents and the other First Lien Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoingAgent, each Grantor hereby grants (x) a security interest in the Pledged Collateral subject to the First Lien Agents for the benefit terms and conditions of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Claimholdersthis Section 5.4. (b) No Agent The ABL Agent, the Collateral Trustee and each Priority Lien Representative shall have any no obligation whatsoever to any other Agent, to any other ABL Claimholder, or to any other First Lien Claimholder Person 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 5.045.4. The duties or responsibilities of the respective Agents under this Section 5.04 5.4 shall be limited solely to holding the Pledged Collateral as bailee (and with respect to Deposit Accounts, agent) in accordance with this Section 5.04 5.4 and delivering the Pledged Collateral or Proceeds thereof upon a Discharge of ABL Obligations or Discharge of First Priority Lien Obligations, as applicablethe case may be, as provided in paragraph (d) below. (c) Neither Agent No Person acting pursuant to this Section 5.04 5.4 shall have by reason of the ABL Loan Documents, the First Priority Lien Documents, this Agreement, the Collateral Trust Agreement or any other document document, a fiduciary relationship in respect of the other Agent, with any other ABL Claimholder or any other First Lien ClaimholderPerson with respect to such acts. (d) Upon the Discharge of ABL Obligations or the Discharge of First Lien Obligations, as applicable, the Agent under the ABL Credit Agreement, Note Agreement or Additional First Lien Agreement, as applicable, that has been discharged Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the other Agent (which shall be the Applicable First Lien Agent in the case of the First Lien Agents) Collateral Trustee to the extent the other Priority Lien Obligations which are secured by such Pledged Collateral remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL Obligations and the Discharge of First Lien Obligations have occurred Company (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral) or as otherwise required by law). Each The ABL Agent further agrees to take all other action reasonably requested by any other Agent required in connection with any Agent the Collateral Trustee obtaining a first-priority interest in the such Pledged Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything . (e) Upon the Discharge of the Priority Lien Obligations, the Collateral Trustee shall deliver the remaining Pledged Collateral (if any), together with any necessary endorsements, first, to the contrary contained ABL Agent to the extent any ABL Obligations which are secured by such Pledged Collateral remain outstanding, and second, to the Company (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral). The Collateral Trustee further agrees to take all other action reasonably requested by the ABL Agent in connection with the ABL Agent obtaining a first-priority interest in such Pledged Collateral or as a court of competent jurisdiction may otherwise direct. (f) Subject to the terms of this Agreement, any obligation of the Agent, which has been discharged, to make any delivery to the other Agent under this Section 5.04(d) is subject to (i) so long as the order Discharge of any court ABL Obligations has not occurred, the ABL Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of competent jurisdictionthis Agreement and other ABL Loan Documents, but only to the extent that such Collateral constitutes ABL Collateral, as if the Liens (if any) of the Collateral Trustee or Priority Lien Representatives in such ABL Collateral did not exist and (ii) so long as the Discharge of Priority Lien Obligations has not occurred, the Collateral Trustee or any automatic stay imposed Priority Lien Representative shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in connection accordance with any Insolvency or Liquidation Proceedingthe terms of this Agreement, the Collateral Trust Agreement and other Priority Lien Documents, but only to the extent that such Collateral constitutes Shared Collateral, as if the Liens of the ABL Agent in such Shared Collateral did not exist.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the 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 (such Collateral, which shall include, include without limitation, Deposit Accounts, Securities Accounts limitation Account Agreements and Capital Stock, being the “"Pledged Collateral”") as (i) in the case of the each ABL Agent, the collateral agent for the applicable ABL Claimholders under the applicable ABL Loan Documents or, in the case of the First Lien Agentseach Term Agent, the collateral agent for the First Lien applicable Term Claimholders under the First Lien applicable Term Loan Documents and (ii) gratuitous bailee for the benefit of the each other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Term Loan Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Each Term Agent and the First Lien Term Claimholders hereby appoint the ABL Agent as their agent gratuitous bailee for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of Pledged Collateral in which the Company and ABL Agent has a perfected security interest under the Company SubsidiariesUCC. The ABL Agent and the ABL Claimholders hereby appoint each Term Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which such Term Agent has a perfected security interest under the UCC. Each Agent hereby accepts such appointment appointments pursuant to this Section 5.4(a) and acknowledges and agrees that it shall act for the benefit of the First Lien Agents and the other First Lien Claimholders under each Account Agreement with respect to any Pledged Collateral and that any Proceeds received by the ABL such Agent under any Account Agreement Pledged Collateral shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents (x) each Term Agent for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Term Claimholders. (b) No Agent shall have any obligation whatsoever to any other Agent, to any other ABL Claimholder, or to any other First Lien Claimholder Secured Party as a result of Section 5.4(a) 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 5.04Person. The duties or responsibilities of the respective Agents under this Section 5.04 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.04 5.4 and delivering the Pledged Collateral or Proceeds thereof with respect to which it is the Prior Lien Agent that is in its possession upon a Discharge of ABL Prior Lien Obligations or Discharge of First Lien Obligations, as applicable, as provided in paragraph (d) below. (c) Neither No Agent acting pursuant to this Section 5.04 5.4 shall have by reason of the ABL Loan Documents, the First Lien Term Loan Documents, this Agreement or any other document a fiduciary relationship in respect of the other Agent, any other ABL Claimholder Agent or any other First Lien ClaimholderSecured Party. (d) Upon the Discharge of ABL Obligations or the Discharge of First Lien Term Obligations, as applicable, the each Term Agent under the ABL Credit Agreement, Note Agreement or Additional First Lien Agreement, as applicable, that has been discharged shall deliver the remaining Pledged Collateral (if any) in its possession together with any necessary endorsements, first, endorsements to the other ABL Agent (which shall be the Applicable First Lien Agent in the case of the First Lien Agents) to the extent the other Obligations remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL Obligations and has not occurred. Upon the Discharge of First Lien Obligations have occurred ABL Obligations, each ABL Agent shall deliver the remaining Pledged Collateral (if any) in each case, so as to allow such Person to obtain its possession or control of such Pledged Collateral) or as otherwise required by law. Each Agent further agrees to take all other action reasonably requested by any other Agent in connection together with any Agent obtaining a first-priority interest in necessary endorsements to the Collateral or as a court Term Agents to the extent the Discharge of competent jurisdiction may otherwise directTerm Obligations has not occurred. Notwithstanding anything to the contrary contained in this Agreement, any obligation of the Agent, which has been discharged, to make any delivery to the other Agent under this Section 5.04(d5.4(d) or Section 5.5 is subject to (i) the order of any court of competent jurisdiction, or (ii) any automatic stay imposed in connection with any Insolvency or Liquidation Proceeding. (e) Each of the DIP ABL Agent and the DIP Term Agent agree that they respectively hold the security interests created by the Portugal Collateral Documents and Portugal Guarantee (as such terms are defined in the DIP ABL Loan Agreement and the DIP Term Loan Agreement, as applicable) governed by Portuguese law as a security agent, acting in their name and for their benefit, and on behalf and for the benefit of the other Secured Parties (as such term is defined in the applicable Portugal Collateral Documents) and, for the purposes of enforcing the Portugal Collateral, acting for themselves and/or as mandatários com poderes deepresentação as applicable under the relevant Portugal Collateral Document. (f) The security interests created under the Portugal Collateral Documents (as defined in the DIP ABL Loan Agreement and the DIP Term Loan Agreement, as applicable) governed by Portuguese law shall not be held by the Agents (acting as collateral agents) on trust but as agents, acting for themselves and on behalf and for the benefit of the Secured Parties (as such term is defined in the applicable Portugal Collateral Documents), respectively (mandatário com representação) in accordance with, in particular, article 1178 of the Portuguese Civil Code (Código Civil) and the relevant provisions of the Portugal Collateral Documents. In furtherance of the foregoing, but solely for the purpose of taking and/or enforcing the Portugal Collateral created by the Portugal Collateral Documents to be entered into by Portugal Loan Guarantors incorporated under the laws of Portugal, the Agents (acting as collateral agents) shall be the joint and several creditors (credores solidários) with each of the Secured Parties (as such term is defined in the applicable Portugal Collateral Documents), respectively, with respect to any and all ABL Obligations or DIP Term Obligations, as and to the extent applicable under the Portugal Collateral Documents, respectively, in accordance with, in particular, article 528 of the Portuguese Civil Code (Código Civil).

Bailees for Perfection. (a) Each Agent agrees to hold that part of the 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 (such Collateral, which shall include, include without limitation, Deposit Accounts, Securities Accounts limitation Account Agreements and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien Agentsany Term Agent, the collateral agent for the First Lien applicable Term Claimholders under the First Lien applicable Term Loan Documents and (ii) gratuitous bailee for the benefit of the each other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Term Loan Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Each Term Agent and the First Lien Term Claimholders hereby appoint the ABL Agent as their agent gratuitous bailee for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of Pledged Collateral in which the Company and ABL Agent has a perfected security interest under the Company SubsidiariesUCC. The ABL Agent and the ABL Claimholders hereby appoint each Term Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which such Term Agent has a perfected security interest under the UCC. Each Agent hereby accepts such appointment appointments pursuant to this Section 5.4(a) and acknowledges and agrees that it shall act for the benefit of the First Lien Agents and the other First Lien Claimholders under each Account Agreement with respect to any Pledged Collateral and that any Proceeds received by the ABL such Agent under any Account Agreement Pledged Collateral shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents (x) each Term Agent for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Term Claimholders. (b) No Agent shall have any obligation whatsoever to any other Agent, to any other ABL Claimholder, or to any other First Lien Claimholder Secured Party as a result of Section 5.4(a) 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 5.04Person. The duties or responsibilities of the respective Agents under this Section 5.04 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.04 5.4 and delivering the Pledged Collateral or Proceeds thereof with respect to which it is the Prior Lien Agent that is in its possession upon a Discharge of ABL Prior Lien Obligations or Discharge of First Lien Obligations, as applicable, as provided in paragraph (d) below. (c) Neither No Agent acting pursuant to this Section 5.04 5.4 shall have by reason of the ABL Loan Documents, the First Lien Term Loan Documents, this Agreement or any other document a fiduciary relationship in respect of the other Agent, any other ABL Claimholder Agent or any other First Lien ClaimholderSecured Party. (d) Upon the Discharge of ABL Obligations or the Discharge of First Lien Term Obligations, as applicable, the each Term Agent under the ABL Credit Agreement, Note Agreement or Additional First Lien Agreement, as applicable, that has been discharged shall deliver the remaining Pledged Collateral (if any) in its possession together with any necessary endorsements, first, endorsements to the other ABL Agent (which shall be the Applicable First Lien Agent in the case of the First Lien Agents) to the extent the other Obligations remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL Obligations and has not occurred. Upon the Discharge of First Lien Obligations have occurred ABL Obligations, the ABL Agent shall deliver the remaining Pledged Collateral (if any) in each case, so as to allow such Person to obtain its possession or control of such Pledged Collateral) or as otherwise required by law. Each Agent further agrees to take all other action reasonably requested by any other Agent in connection together with any necessary endorsements to the Designated Term Agent obtaining a first-priority interest in to the Collateral or as a court extent the Discharge of competent jurisdiction may otherwise directTerm Obligations has not occurred. Notwithstanding anything to the contrary contained in this Agreement, any obligation of the Agent, which has been discharged, to make any delivery to the other Agent under this Section 5.04(d5.4(d) or Section 5.5 is subject to (i) the order of any court of competent jurisdiction, or (ii) any automatic stay imposed in connection with any Insolvency or Liquidation Proceeding.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the 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 (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts include Account Agreements and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien AgentsSenior Secured Notes Agent, the collateral agent for the First Lien Senior Secured Notes Claimholders under the First Lien Senior Secured Notes Documents and (ii) non-fiduciary, gratuitous bailee for the benefit of the each other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Senior Secured Notes Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Senior Secured Notes Agent and the First Lien Senior Secured Notes Claimholders hereby appoint the ABL Agent as their agent non-fiduciary gratuitous bailee for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of Pledged Collateral in which the Company and ABL Agent has a perfected security interest under the Company SubsidiariesUCC. The ABL Agent and the ABL Claimholders hereby appoint the Senior Secured Notes Agent as their non-fiduciary gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which the Senior Secured Notes Agent has a perfected security interest under the UCC. Each Agent hereby accepts such appointment appointments pursuant to this Section 5.4(a) and acknowledges and agrees that it shall act for the benefit of the First Lien Agents and the other First Lien Claimholders under each Account Agreement with respect to any Pledged Collateral and that any Proceeds received by the ABL such Agent under any Account Agreement Pledged Collateral shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to (x) the First Lien Agents Senior Secured Notes Agent for the benefit of the ABL Claimholders Claimholders, and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Senior Secured Notes Claimholders. (b) No Agent shall have any obligation whatsoever to any other Agent, to any other ABL Claimholder, or to any other First Lien Claimholder Secured Party as a result of Section 5.4(a) 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 5.04Person. The duties or responsibilities of the respective Agents under this Section 5.04 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.04 5.4 and delivering the Pledged Collateral or Proceeds thereof with respect to which it is the Prior Lien Agent that is in its possession upon a Discharge of ABL Prior Lien Obligations or Discharge of First Lien Obligations, as applicable, as provided in paragraph (d) below. (c) Neither No Agent acting pursuant to this Section 5.04 5.4 shall have by reason of the ABL Loan Documents, the First Lien Senior Secured Notes Documents, this Agreement or any other document a fiduciary relationship in respect of the other Agent, any other ABL Claimholder Agent or any other First Lien ClaimholderSecured Party. (d) Upon the Discharge of ABL Obligations or the Discharge of First Lien Senior Secured Notes Obligations, as applicable, the Senior Secured Notes Agent under the ABL Credit Agreement, Note Agreement or Additional First Lien Agreement, as applicable, that has been discharged shall deliver the remaining Pledged Collateral (if any) in its possession together with any necessary endorsements, first, endorsements to the other ABL Agent (which shall be the Applicable First Lien Agent in the case of the First Lien Agents) to the extent the other Obligations remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL Obligations and has not occurred. Upon the Discharge of First Lien Obligations have occurred ABL Obligations, the ABL Agent shall deliver the remaining Pledged Collateral (if any) in each case, so as to allow such Person to obtain its possession or control of such Pledged Collateral) or as otherwise required by law. Each Agent further agrees to take all other action reasonably requested by any other Agent in connection together with any necessary endorsements to the Authorized Senior Secured Notes Agent obtaining a first-priority interest in to the Collateral or as a court extent the Discharge of competent jurisdiction may otherwise directSenior Secured Notes Obligations has not occurred. Notwithstanding anything to the contrary contained in this Agreement, any obligation of the Agent, which has been discharged, to make any delivery to the other Agent under this Section 5.04(d5.4(d) or Section 5.5 is subject to (i) the order of any court of competent jurisdiction, or (ii) any automatic stay imposed in connection with any Insolvency or Liquidation Proceeding.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the 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 (such Collateral, which shall includeinclude without limitation Account Agreements, without limitation, Deposit Accounts, Securities Accounts Instruments and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien AgentsNotes Agent, the collateral agent for the First Lien Notes Claimholders under the First Lien Notes Documents and (ii) gratuitous bailee for the benefit of and on behalf of the other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Notes Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Notes Agent and the First Lien Notes Claimholders hereby appoint the ABL Agent as their agent gratuitous bailee for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company and the Company Subsidiaries. The ABL Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of and on behalf of the First Lien Agents Notes Agent and the other First Lien Notes Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral Collateral, all Deposit Accounts and all Securities Accounts to (x) the First Lien Agents Note Agent for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Notes Claimholders. (b) No Neither Agent shall have any obligation whatsoever to any the other Agent, to any other ABL Claimholder, or to any other First Lien Notes 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 5.045.4. The duties or responsibilities of the respective Agents under this Section 5.04 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.04 5.4 and delivering the Pledged Collateral or Proceeds thereof upon a Discharge of ABL Obligations or Discharge of First Lien Notes Obligations, as applicable, as provided in paragraph (d) below. (c) Neither Agent acting pursuant to this Section 5.04 5.4 shall have by reason of the ABL Loan Documents, the First Lien Notes Documents, this Agreement or any other document a fiduciary relationship in respect of the other Agent, any other ABL Claimholder or any other First Lien Notes Claimholder. (d) Upon the Discharge of ABL Obligations or the Discharge of First Lien Notes Obligations, as applicable, the Agent under the ABL Credit Agreement, Note Agreement or Additional First Lien Note Agreement, as applicable, that has been discharged shall deliver the remaining Pledged Collateral (if any) in its possession together with any necessary endorsements, first, to the other Agent (which shall be the Applicable First Lien Agent in the case of the First Lien Agents) to the extent the other Obligations remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL Obligations and the Discharge of First Lien Notes Obligations have occurred (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral) or as otherwise required by law. Each Agent further agrees to take all other action reasonably requested by any the other Agent in connection with any the other Agent obtaining a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement, any obligation of the Agent, which has been discharged, to make any delivery to the other Agent under this Section 5.04(d5.4(d) or Section 5.5 is subject to (i) the order of any court of competent jurisdiction, or (ii) any automatic stay imposed in connection with any Insolvency or Liquidation Proceeding. (e) Subject to the terms of this Agreement, (i) so long as the Discharge of ABL Obligations has not occurred, the ABL Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other ABL Loan Documents, but only to the extent that such Collateral constitutes ABL Priority Collateral, as if the Liens of the Notes Agent on behalf of the Notes Claimholders did not exist, and (ii) so long as the Discharge of Notes Obligations has not occurred, the Notes Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other Notes Documents, but only to the extent that such Collateral constitutes Notes Priority Collateral, as if the Liens of the ABL Agent on behalf of the ABL Claimholders did not exist.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the 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 (such Collateral, which shall include, include without limitation, limitation Deposit Accounts, Accounts and Securities Accounts subject to Account Agreements and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien AgentsTerm Agent, the collateral agent for the First Lien Term Claimholders under the First Lien Term Documents or, in the case of the Junior Secured Notes Collateral Agent, the collateral agent for the Junior Secured Notes Claimholders and (ii) gratuitous bailee for the benefit of the and on behalf of each other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL Loan Documents, the Term Documents and the First Lien Junior Secured Notes Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Term Agent, the Term Claimholders, the Junior Secured Notes Agent and the First Lien Junior Secured Notes Claimholders hereby appoint the ABL Agent as their agent gratuitous bailee for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of Pledged Collateral in which the Company and ABL Agent has a perfected security interest under the Company SubsidiariesUCC. The ABL Agent, the ABL Claimholders, the Junior Secured Notes Agent and the Junior Secured Notes Claimholders hereby appoint the Term Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which the Term Agent has a perfected security interest under the UCC. The ABL Agent, the ABL Claimholders, the Term Agent and the Term Claimholders hereby appoint the Junior Secured Notes Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which the Junior Secured Notes Agent has a perfected security interest under the UCC. Each Agent hereby accepts such appointment appointments pursuant to this Section 5.4(a) and acknowledges and agrees that it shall act for the benefit of the First Lien Agents and the other First Lien Claimholders under each Account Agreement with respect to any Pledged Collateral and that any Proceeds received by the ABL such Agent under any Account Agreement Pledged Collateral shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to (x) the First Lien Agents Term Agent for the benefit of the ABL Claimholders and the Junior Secured Notes Claimholders, (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Claimholders. Term Claimholders and the Junior Secured Notes Claimholders and (bz) No the Junior Secured Notes Agent shall have any obligation whatsoever to any other Agent, to any other ABL Claimholder, or to any other First Lien Claimholder to ensure that for 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 5.04. The duties or responsibilities of the respective Agents under this Section 5.04 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.04 and delivering the Pledged Collateral or Proceeds thereof upon a Discharge of ABL Obligations or Discharge of First Lien Obligations, as applicable, as provided in paragraph (d) below. (c) Neither Agent acting pursuant to this Section 5.04 shall have by reason benefit of the ABL Loan Documents, the First Lien Documents, this Agreement or any other document a fiduciary relationship in respect of the other Agent, any other ABL Claimholder or any other First Lien Claimholder. (d) Upon the Discharge of ABL Obligations or the Discharge of First Lien Obligations, as applicable, the Agent under the ABL Credit Agreement, Note Agreement or Additional First Lien Agreement, as applicable, that has been discharged shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the other Agent (which shall be the Applicable First Lien Agent in the case of the First Lien Agents) to the extent the other Obligations remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL Obligations Claimholders and the Discharge of First Lien Obligations have occurred (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral) or as otherwise required by law. Each Agent further agrees to take all other action reasonably requested by any other Agent in connection with any Agent obtaining a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement, any obligation of the Agent, which has been discharged, to make any delivery to the other Agent under this Section 5.04(d) is subject to (i) the order of any court of competent jurisdiction, or (ii) any automatic stay imposed in connection with any Insolvency or Liquidation ProceedingTerm Claimholders.

Bailees for Perfection. (a) Each Except as provided in Section 2.5, each Collateral Agent agrees to hold that part of the 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 (such Collateral, which shall includeother than, without limitationfor the avoidance of doubt, Deposit Accounts, Securities Accounts any Italian and Capital Mexican Foreign Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Revolving Credit Claimholders under or the ABL Term Loan Documents orClaimholders, in as the case of the First Lien Agentsmay be, the collateral agent for the First Lien Claimholders under the First Lien Documents and (ii) gratuitous as bailee for the benefit of the other Collateral Agents (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) and any assignee solely for the purpose of perfecting the security interest granted under the ABL Loan Revolving Credit Documents and the First Lien Term Loan Documents, respectively, subject to the terms and conditions of this Section 5.04. The First Lien Agents and the First Lien Claimholders hereby appoint the ABL Agent as their agent for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company and the Company Subsidiaries. The ABL Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents and the other First Lien Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV5.4. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Revolving Credit Collateral Agent agrees to the First Lien Agents act as agent for the benefit and on behalf of the ABL Term Loan Collateral Agents and Term Loan Claimholders under each control agreement (including any such control agreement in effect on the date hereof) entered into pursuant to the Revolving Documents, solely for the purposes of perfecting the Lien and (y) a security interest in the Pledged of each Term Loan Collateral to the ABL Agent for the benefit of the First Lien Claimholdersapplicable Term Loan Claimholders in all Deposit Accounts, Securities Accounts and commodity accounts subject to such control agreements. (b) No Agent shall The Revolving Credit Parties have any obligation whatsoever granted to any other Revolving Credit Collateral Agent, to any for the benefit of the applicable Revolving Credit Claimholders, a lien and security interest on, among other ABL Claimholderthings, or to any other First Lien Claimholder to ensure Equity Interests in Foreign Subsidiaries organized in Italy and Mexico (the “Italian and Mexican Foreign Stock”). To the extent that the Pledged lien and security interest in favor of Revolving Credit Collateral is genuine or owned by any Agent, for the benefit of the Grantors or applicable Revolving Credit Claimholders, in the Italian and Mexican Foreign Stock is valid and enforceable under applicable law, then the Term Loan Collateral Agent agrees to preserve rights or benefits of any Person except as expressly set forth in this Section 5.04. The duties or responsibilities hold that part of the respective Agents under this Section 5.04 shall be limited solely to holding the Pledged Collateral as bailee Italian and Mexican Foreign Stock in accordance with this Section 5.04 and delivering the Pledged Collateral its possession or Proceeds thereof upon a Discharge of ABL Obligations control (or Discharge of First Lien Obligations, as applicable, as provided in paragraph (d) below. (c) Neither Agent acting pursuant to this Section 5.04 shall have by reason of the ABL Loan Documents, the First Lien Documents, this Agreement or any other document a fiduciary relationship in respect of the other Agent, any other ABL Claimholder or any other First Lien Claimholder. (d) Upon the Discharge of ABL Obligations or the Discharge of First Lien Obligations, as applicable, the Agent under the ABL Credit Agreement, Note Agreement or Additional First Lien Agreement, as applicable, that has been discharged shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the other Agent (which shall be the Applicable First Lien Agent in the case of the First Lien Agents) to the extent the other Obligations remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL Obligations and the Discharge of First Lien Obligations have occurred (in each case, so as to allow such Person to obtain possession or control of its agents or bailees) as collateral agent for the Revolving Credit Claimholders and as bailee and custodian for the Revolver Credit Collateral Agent (such Pledged Collateral) agency, bailment, or as otherwise required by law. Each Agent further agrees custody being intended, among other things, to take all other action reasonably requested by satisfy any other Agent in connection with any Agent obtaining a first-priority requirements under applicable law for the perfection of Revolving Credit Claimholders’ lien and security interest in the Collateral or as a court Italian and Mexican Foreign Stock) and any assignee solely for the purpose of competent jurisdiction may otherwise direct. Notwithstanding anything perfecting the security interest granted under the Revolving Credit Documents, subject to the contrary contained in this Agreement, any obligation terms and conditions of the Agent, which has been discharged, to make any delivery to the other Agent under this Section 5.04(d) is subject to (i) the order of any court of competent jurisdiction, or (ii) any automatic stay imposed in connection with any Insolvency or Liquidation Proceeding5.4.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the Collateral that is in its possession "possession" or control "control" (as defined in the PPSA, UCC, and/or the STA, as applicable) (or in the possession or control of its agents agents, nominees or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, being the “"Pledged Collateral”") as (i) in the case of the ABL Bank Agent, the collateral agent for the ABL Bank Claimholders under the ABL Bank Loan Documents or, in the case of the First Lien AgentsNote Agent, the collateral agent for the First Lien Note Claimholders under the First Lien Note Documents and (ii) gratuitous bailee for the benefit of the other Agents Agent (such bailment being intended, among other things, to satisfy the requirements of Sections Section 8-301(a)(2) and 9-313(c) of the UCC, to the extent applicable) and gratuitous holder and agent (such capacity being intended, among other things, to satisfy the requirements of Section 68(1)(b) of the STA) and any assignee solely for the purpose of perfecting the security interest granted under the ABL Bank Loan Documents and the First Lien Note Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Note Agent and the First Lien Note Claimholders hereby appoint the ABL Bank Agent as their agent for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company and the Company SubsidiariesGrantors. The ABL Bank Agent hereby xxxxxx accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents Note Agent and the other First Lien Note Claimholders under each Account Agreement and that any Proceeds received by the ABL Bank Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents Note Agent for the benefit of the ABL Bank Claimholders and (y) a security interest in the Pledged Collateral to the ABL Bank Agent for the benefit of the First Lien Note Claimholders. (b) No Neither Agent shall have any obligation whatsoever to any the other Agent, to any other ABL Bank Claimholder, or to any other First Lien Note 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 5.045.4. The duties or responsibilities of the respective Agents under this Section 5.04 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.04 5.4 and delivering the Pledged Collateral or Proceeds thereof upon a Discharge of ABL Bank Obligations or Discharge of First Lien Note Obligations, as applicable, as provided in paragraph (d) below. (c) Neither Agent acting pursuant to this Section 5.04 5.4 shall have by reason of the ABL Bank Loan Documents, the First Lien Note Documents, this Agreement or any other document a fiduciary relationship in respect of the other Agent, any other ABL Bank Claimholder or any other First Lien Note Claimholder. (d) Upon the Discharge of ABL Bank Obligations or the Discharge of First Lien Note Obligations, as applicable, the Agent under the ABL Credit Agreement, Note Agreement or Additional First Lien Note Agreement, as applicable, that has been discharged shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the other Agent (which shall be the Applicable First Lien Agent in the case of the First Lien Agents) to the extent the other Obligations remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL Bank Obligations and the Discharge of First Lien Note Obligations have occurred (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral) or as otherwise required by law. Each Agent further agrees to take all other action reasonably requested by any the other Agent in connection with any the other Agent obtaining a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement, any obligation of the Bank Agent, which has been discharged, to make any delivery to the other Agent under this Section 5.04(d5.4(d) is subject to (i) the order of any court of competent jurisdiction, or (ii) any automatic stay imposed in connection with any Insolvency or Liquidation Proceeding. (e) Subject to the terms of this Agreement, (i) so long as the Discharge of Bank Obligations has not occurred, the Bank Agent shall be entitled to deal with the Pledged Collateral or Collateral within its "control" in accordance with the terms of this Agreement and other Bank Loan Documents, but only to the extent that such Collateral constitutes Bank Priority Collateral, as if the Liens of the Note Agent on behalf of the Note Claimholders did not exist, and (ii) so long as the Discharge of Note Obligations has not occurred, the Note Agent shall be entitled to deal with the Pledged Collateral or Collateral within its "control" in accordance with the terms of this Agreement and other Note Documents, but only to the extent that such Collateral constitutes Note Priority Collateral, as if the Liens of the Bank Agent on behalf of the Bank Claimholders did not exist.

Bailees for Perfection. (a) Each The ABL Collateral Agent agrees and the Term Loan Collateral Agent, as the case may be, each agree to hold that part of the Collateral (other than the Term Loan Exclusive Real Property) 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 (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, Collateral being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Secured Parties and Term Loan Documents orSecured Parties, in as the case of the First Lien Agentsmay be, the collateral agent for the First Lien Claimholders under the First Lien Documents and (ii) gratuitous as bailee for the benefit of ABL Collateral Agent or the other Agents Term Loan Collateral Agent, as the case may be (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) and any assignee ), solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Term Loan Documents, respectivelyas applicable, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents and Solely with respect to any Deposit Accounts under the First Lien Claimholders hereby appoint control (within the meaning of Section 9-104 of the UCC) of the ABL Collateral Agent, the ABL Collateral Agent agrees to also hold control over such Deposit Accounts as their gratuitous agent for the Term Loan Collateral Agent, subject to the terms and conditions of this Section 5.4. Solely with respect to any Deposit Accounts under the control (within the meaning of Section 9-104 of the UCC) of the Term Loan Collateral Agent, the Term Loan Collateral Agent agrees to also hold control over such Deposit Accounts as gratuitous agent for the ABL Collateral Agent, subject to the terms and conditions of this Section 5.4. Notwithstanding anything to the contrary set forth herein or in any Term Loan Document or ABL Loan Document, to the extent that (i) prior to the Discharge of ABL Obligations, any Obligor is required to deliver to the Term Loan Collateral Agent any Collateral that constitutes ABL First Lien Collateral for purposes of perfecting their security interest in all Deposit Accounts possession and Securities Accounts control and is unable to do so as a result of the Company and the Company Subsidiaries. The ABL Agent hereby accepts having previously delivered such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents and the other First Lien Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Collateral Agent for in accordance with the benefit terms of the ABL Loan Documents, such Obligor’s obligations with respect to such delivery shall be deemed satisfied by the delivery to the ABL Collateral Agent, acting as a gratuitous bailee of the Term Loan Collateral Agent, and (ii) prior to the Discharge of Term Loan Obligations, any Obligor is required to deliver to the ABL Collateral Agent any Collateral that constitutes Term Loan First Lien ClaimholdersCollateral for purposes of possession and control and is unable to do so as a result of having previously delivered such Collateral to the Term Loan Collateral Agent in accordance with the terms of the Term Loan Documents, such Obligor’s obligations with respect to such delivery shall be deemed satisfied by the delivery to the Term Loan Collateral Agent, acting as a gratuitous bailee of the ABL Collateral Agent. (b) No Agent Person shall have any obligation whatsoever to any other Agent, to any other ABL Claimholder, or to any other First Lien Claimholder Person to ensure that the Pledged Collateral is genuine or owned by any of the Grantors Obligors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.045.4. The duties or responsibilities of the respective Agents under this Section 5.04 5.4 shall be limited solely to holding the Pledged Collateral as bailee (and with respect to Deposit Accounts, agent) in accordance with this Section 5.04 5.4 and delivering the Pledged Collateral or Proceeds thereof upon a Discharge of ABL Obligations or Discharge of First Lien Term Loan Obligations, as applicablethe case may be, as provided in paragraph (d) below. (c) Neither Agent No Person acting pursuant to this Section 5.04 5.4 shall have by reason of the ABL Loan Documents, the First Lien Term Loan Documents, this Agreement or any other document document, a fiduciary relationship in respect of the other Agent, with any other ABL Claimholder or any other First Lien ClaimholderPerson with respect to such acts. (d) Upon the Discharge of ABL Obligations or the Discharge of First Lien Obligations, except as applicablea court of competent jurisdiction may otherwise direct or otherwise required by applicable law, the ABL Collateral Agent under the ABL Credit Agreement, Note Agreement or Additional First Lien Agreement, as applicable, that has been discharged shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsementsendorsements without recourse and without any representation or warranty whatsoever, first, to the other Term Loan Collateral Agent (which shall be the Applicable First Lien Agent in the case of the First Lien Agents) to the extent the other Term Loan Obligations which are secured by such Pledged Collateral remain outstanding, and second, subject to any other intercreditor arrangements between the ABL Collateral Agent and any other Person who has a Lien on any of the ABL First Lien Collateral to secure any obligations owed by any Obligor to such Person, to the applicable Grantor to the extent the Discharge of ABL Obligations and the Discharge of First Lien Obligations have occurred Company (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral) ). The ABL Collateral Agent further agrees to take all other action reasonably required in connection with the Term Loan Collateral Agent obtaining a first-priority interest in such Pledged Collateral or as a court of competent jurisdiction may otherwise direct. (e) Upon the Discharge of Term Loan Obligations, except as a court of competent jurisdiction may otherwise direct or otherwise required by applicable law, the Term Loan Collateral Agent shall deliver the remaining Pledged Collateral (if any), together with any necessary endorsements without recourse and without any representation or warranty whatsoever, first, to the ABL Collateral Agent to the extent any ABL Obligations which are secured by such Pledged Collateral remain outstanding, and second, subject to any other intercreditor arrangements between the Term Loan Collateral Agent and any other Person who has a Lien on any of the Term Loan First Lien Collateral to secure any obligations owing by any Obligor to such Person, to the Company (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral). Each The Term Loan Collateral Agent further agrees to take all other action reasonably requested by any other the ABL Collateral Agent in connection with any the ABL Collateral Agent obtaining a first-priority interest in the such Pledged Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement, any obligation of the Agent, which has been discharged, to make any delivery to the other Agent under this Section 5.04(d) is subject to (i) the order of any court of competent jurisdiction, or (ii) any automatic stay imposed in connection with any Insolvency or Liquidation Proceeding.

Bailees for Perfection. (a) Each Agent agrees The ABL Agent, the Collateral Trustee and each Secured Debt Representative, as the case may be, agree to hold that part of the 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 (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, Collateral being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents orand Secured Debt Claimholders, in as the case of the First Lien Agentsmay be, the collateral agent for the First Lien Claimholders under the First Lien Documents and (ii) gratuitous as bailee for the benefit of ABL Agent, Collateral Trustee or Secured Debt Representative, as the other Agents case may be (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) and any assignee ), solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Secured Debt Documents, respectivelyas applicable, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents and Solely with respect to any Deposit Accounts under the First Lien Claimholders hereby appoint control (within the meaning of Section 9-104 of the UCC) of the ABL Agent, the ABL Agent agrees to also hold control over such Deposit Accounts as their gratuitous agent for the purposes Collateral Trustee, subject to the terms and conditions of perfecting their security interest in all this Section 5.4. Solely with respect to any Deposit Accounts and Securities Accounts under the control (within the meaning of Section 9-104 of the Company and UCC) of the Company Subsidiaries. The ABL Agent hereby accepts Collateral Trustee, the Collateral Trustee agrees to also hold control over such appointment and acknowledges and agrees that it shall act Deposit Accounts as gratuitous agent for the benefit of the First Lien Agents and the other First Lien Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoingAgent, each Grantor hereby grants (x) a security interest in the Pledged Collateral subject to the First Lien Agents for the benefit terms and conditions of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Claimholdersthis Section 5.4. (b) No Agent Person shall have any obligation whatsoever to any other Agent, to any other ABL Claimholder, or to any other First Lien Claimholder Person 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 5.045.4. The duties or responsibilities of the respective Agents under this Section 5.04 5.4 shall be limited solely to holding the Pledged Collateral as bailee (and with respect to Deposit Accounts, agent) in accordance with this Section 5.04 5.4 and delivering the Pledged Collateral or Proceeds thereof upon a Discharge of ABL Obligations or Discharge of First Lien Secured Obligations, as applicablethe case may be, as provided in paragraph (d) below. (c) Neither Agent No Person acting pursuant to this Section 5.04 5.4 shall have by reason of the ABL Loan Documents, the First Lien Secured Debt Documents, this Agreement, the Collateral Trust Agreement or any other document document, a fiduciary relationship in respect of the other Agent, with any other ABL Claimholder or any other First Lien ClaimholderPerson with respect to such acts. (d) Upon the Discharge of ABL Obligations or the Discharge of First Lien Obligations, as applicable, the Agent under the ABL Credit Agreement, Note Agreement or Additional First Lien Agreement, as applicable, that has been discharged Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the other Agent (which shall be the Applicable First Lien Agent in the case of the First Lien Agents) Collateral Trustee to the extent the other Secured Obligations which are secured by such Pledged Collateral remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL Obligations and the Discharge of First Lien Obligations have occurred Company (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral) or as otherwise required by law). Each The ABL Agent further agrees to take all other action reasonably requested by any other Agent required in connection with any Agent the Collateral Trustee obtaining a first-priority interest in the such Pledged Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything . (e) Upon the Discharge of the Secured Obligations, the Collateral Trustee shall deliver the remaining Pledged Collateral (if any), together with any necessary endorsements, first, to the contrary contained ABL Agent to the extent any ABL Obligations which are secured by such Pledged Collateral remain outstanding, and second, to the Company (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral). The Collateral Trustee further agrees to take all other action reasonably requested by the ABL Agent in connection with the ABL Agent obtaining a first-priority interest in such Pledged Collateral or as a court of competent jurisdiction may otherwise direct. (f) Subject to the terms of this Agreement, any obligation of the Agent, which has been discharged, to make any delivery to the other Agent under this Section 5.04(d) is subject to (i) so long as the order Discharge of any court ABL Obligations has not occurred, the ABL Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of competent jurisdictionthis Agreement and other ABL Loan Documents, but only to the extent that such Collateral constitutes ABL Collateral, as if the Liens (if any) of the Collateral Trustee or Secured Debt Representatives in such ABL Collateral did not exist and (ii) so long as the Discharge of Secured Obligations has not occurred, the Collateral Trustee or any automatic stay imposed Secured Debt Representative shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in connection accordance with any Insolvency or Liquidation Proceedingthe terms of this Agreement, the Collateral Trust Agreement and other Secured Debt Documents, but only to the extent that such Collateral constitutes Shared Collateral, as if the Liens of the ABL Agent in such ABL Collateral did not exist.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the 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 (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts Account Agreements and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien AgentsNotes Agent, the collateral agent for the First Lien Note Claimholders under the First Lien Note Documents and (ii) gratuitous bailee for the benefit of the other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Note Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Notes Agent and the First Lien Note Claimholders hereby appoint the ABL Agent as their agent gratuitous bailee for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company and the Company Subsidiaries. The ABL Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents Notes Agent and the other First Lien Note Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents Notes Agent for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral (other than securities of Company Subsidiaries to the extent such security interest would require the filing of financial statements with the Securities and Exchange Commission pursuant to Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended) to the ABL Agent for the benefit of the First Lien Note Claimholders. (b) No Neither Agent shall have any obligation whatsoever to any the other Agent, to any other ABL Claimholder, or to any other First Lien Note 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 5.045.4. The duties or responsibilities of the respective Agents under this Section 5.04 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.04 5.4 and delivering the Pledged Collateral or Proceeds thereof upon a Discharge of ABL Obligations or Discharge of First Lien Note Obligations, as applicable, as provided in paragraph (d) below. (c) Neither Agent acting pursuant to this Section 5.04 5.4 shall have by reason of the ABL Loan Documents, the First Lien Note Documents, this Agreement or any other document a fiduciary relationship in respect of the other Agent, any other ABL Claimholder or any other First Lien Note Claimholder. (d) Upon the Discharge of ABL Obligations or the Discharge of First Lien Note Obligations, as applicable, the Agent under the ABL Credit Agreement, Note Agreement or Additional First Lien Note Agreement, as applicable, that has been discharged shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the other Agent (which shall be the Applicable First Lien Agent in the case of the First Lien Agents) to the extent the other Obligations remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL Obligations and the Discharge of First Lien Note Obligations have occurred (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral) or as otherwise required by law. Each Agent further agrees to take all other action reasonably requested by any the other Agent in connection with any the other Agent obtaining a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement, any obligation of the Agent, which has been discharged, to make any delivery to the other Agent under this Section 5.04(d5.4(d) or Section 5.5 is subject to (i) the order of any court of competent jurisdiction, or (ii) any automatic stay imposed in connection with any Insolvency or Liquidation Proceeding. (e) Subject to the terms of this Agreement, (i) so long as the Discharge of ABL Obligations has not occurred, the ABL Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other ABL Loan Documents, but only to the extent that such Collateral constitutes ABL Priority Collateral, as if the Liens of the Notes Agent on behalf of the Note Claimholders did not exist, and (ii) so long as the Discharge of Note Obligations has not occurred, the Notes Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other Note Documents, but only to the extent that such Collateral constitutes Note Priority Collateral, as if the Liens of the ABL Agent on behalf of the ABL Claimholders did not exist.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the 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 (such Collateral, which shall include, include without limitation, Deposit Accounts, Securities Accounts limitation Account Agreements and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien AgentsNotes Agent, the collateral agent for the First Lien Notes Claimholders under the First Lien Notes Documents and (ii) gratuitous bailee for the benefit of the each other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Notes Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Notes Agent and the First Lien Notes Claimholders hereby appoint the ABL Agent as their agent gratuitous bailee for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of Pledged Collateral in which the Company and ABL Agent has a perfected security interest under the Company SubsidiariesUCC. The ABL Agent and the ABL Claimholders hereby appoint the Notes Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which the Notes Agent has a perfected security interest under the UCC. Each Agent hereby accepts such appointment appointments pursuant to this Section 5.4(a) and acknowledges and agrees that it shall act for the benefit of the First Lien Agents and the other First Lien Claimholders under each Account Agreement with respect to any Pledged Collateral and that any Proceeds received by the ABL such Agent under any Account Agreement Pledged Collateral shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to (x) the First Lien Agents Notes Agent for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Notes Claimholders. (b) No Agent shall have any obligation whatsoever to any other Agent, to any other ABL Claimholder, or to any other First Lien Claimholder Secured Party as a result of Section 5.4(a) 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 5.04Person. The duties or responsibilities of the respective Agents under this Section 5.04 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.04 5.4 and delivering the Pledged Collateral or Proceeds thereof with respect to which it is the Prior Lien Agent that is in its possession upon a Discharge of ABL Prior Lien Obligations or Discharge of First Lien Obligations, as applicable, as provided in paragraph (d) below. (c) Neither No Agent acting pursuant to this Section 5.04 5.4 shall have by reason of the ABL Loan Documents, the First Lien Notes Documents, this Agreement or any other document a fiduciary relationship in respect of the other Agent, any other ABL Claimholder Agent or any other First Lien ClaimholderSecured Party. (d) Upon the Discharge of ABL Obligations or the Discharge of First Lien Notes Obligations, as applicable, the Notes Agent under the ABL Credit Agreement, Note Agreement or Additional First Lien Agreement, as applicable, that has been discharged shall deliver the remaining Pledged Collateral (if any) in its possession together with any necessary endorsements, first, endorsements to the other ABL Agent (which shall be the Applicable First Lien Agent in the case of the First Lien Agents) to the extent the other Obligations remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL Obligations and has not occurred. Upon the Discharge of First Lien Obligations have occurred ABL Obligations, the ABL Agent shall deliver the remaining Pledged Collateral (if any) in each case, so as to allow such Person to obtain its possession or control of such Pledged Collateral) or as otherwise required by law. Each Agent further agrees to take all other action reasonably requested by any other Agent in connection together with any necessary endorsements to the Notes Agent obtaining a first-priority interest in to the Collateral or as a court extent the Discharge of competent jurisdiction may otherwise directNotes Obligations has not occurred. Notwithstanding anything to the contrary contained in this Agreement, any obligation of the Agent, which has been discharged, to make any delivery to the other Agent under this Section 5.04(d5.4(d) or Section 5.5 is subject to (i) the order of any court of competent jurisdiction, or (ii) any automatic stay imposed in connection with any Insolvency or Liquidation Proceeding.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the 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 (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien Agents, the collateral agent for the First Lien Claimholders under the First Lien Documents and (ii) gratuitous bailee for the benefit of the other 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) and any assignee solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Documents, respectively, subject to the terms and conditions of this Section 5.04. The First Lien Agents and the First Lien Claimholders hereby appoint the ABL Agent as their agent for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company and the Company Subsidiaries. The ABL Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents and the other First Lien Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Claimholders. (b) No Agent shall have any obligation whatsoever to any other Agent, to any other ABL Claimholder, or to any other First 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 5.04. The duties or responsibilities of the respective Agents under this Section 5.04 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.04 and delivering the Pledged Collateral or Proceeds thereof upon a Discharge of ABL Obligations or Discharge of First Lien Obligations, as applicable, as provided in paragraph (d) below. (c) Neither Agent acting pursuant to this Section 5.04 shall have by reason of the ABL Loan Documents, the First Lien Documents, this Agreement or any other document a fiduciary relationship in respect of the other Agent, any other ABL Claimholder or any other First Lien Claimholder. (d) Upon the Discharge of ABL Obligations or the Discharge of First Lien Obligations, as applicable, the Agent under the ABL Credit Agreement, Note Agreement or Additional First Lien Agreement, as applicable, that has been discharged shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the other Agent (which shall be the Applicable First Lien Agent in the case of the First Lien Agents) to the extent the other Obligations remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL Obligations and the Discharge of First Lien Obligations have occurred (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral) or as otherwise required by law. Each Agent further agrees to take all other action reasonably requested by any other Agent in connection with any Agent obtaining a first-first- priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement, any obligation of the Agent, which has been discharged, to make any delivery to the other Agent under this Section 5.04(d) is subject to (i) the order of any court of competent jurisdiction, or (ii) any automatic stay imposed in connection with any Insolvency or Liquidation Proceeding.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the 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 (such Collateral, which shall include, include without limitation, Deposit Accounts, Securities Accounts limitation Account Agreements and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien AgentsNotes Agent, the collateral agent for the First Lien Notes Claimholders under the First Lien Notes Documents and (ii) gratuitous bailee for the benefit of the each other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Notes Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Notes Agent and the First Lien Notes Claimholders hereby appoint the ABL Agent as their agent gratuitous bailee for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of Pledged Collateral in which the Company and ABL Agent has a perfected security interest under the Company SubsidiariesUCC. The ABL Agent and the ABL Claimholders hereby appoint the Notes Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which the Notes Agent has a perfected security interest under the UCC. Each Agent hereby accepts such appointment appointments pursuant to this Section 5.4(a) and acknowledges and agrees that it shall act for the benefit of the First Lien Agents and the other First Lien Claimholders under each Account Agreement with respect to any Pledged Collateral and that any Proceeds received by the ABL such Agent under any Account Agreement Pledged Collateral shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby here by grants (x) a security interest in the Pledged Collateral to (x) the First Lien Agents Notes Agent for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Notes Claimholders. (b) No Agent shall have any obligation whatsoever to any other Agent, to any other ABL Claimholder, or to any other First Lien Claimholder Secured Party as a result of Section 5.4(a) 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 5.04Person. The duties or responsibilities of the respective Agents under this Section 5.04 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.04 5.4 and delivering the Pledged Collateral or Proceeds thereof with respect to which it is the Prior Lien Agent that is in its possession upon a Discharge of ABL Prior Lien Obligations or Discharge of First Lien Obligations, as applicable, as provided in paragraph (d) below. (c) Neither No Agent acting pursuant to this Section 5.04 5.4 shall have by reason of the ABL Loan Documents, the First Lien Notes Documents, this Agreement or any other document a fiduciary relationship in respect of the other Agent, any other ABL Claimholder Agent or any other First Lien ClaimholderSecured Party. (d) Upon the Discharge of ABL Obligations or the Discharge of First Lien Notes Obligations, as applicable, the Notes Agent under the ABL Credit Agreement, Note Agreement or Additional First Lien Agreement, as applicable, that has been discharged shall deliver the remaining Pledged Collateral (if any) in its possession together with any necessary endorsements, first, endorsements to the other ABL Agent (which shall be the Applicable First Lien Agent in the case of the First Lien Agents) to the extent the other Obligations remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL Obligations and has not occurred. Upon the Discharge of First Lien Obligations have occurred ABL Obligations, the ABL Agent shall deliver the remaining Pledged Collateral (if any) in each case, so as to allow such Person to obtain its possession or control of such Pledged Collateral) or as otherwise required by law. Each Agent further agrees to take all other action reasonably requested by any other Agent in connection together with any necessary endorsements to the Notes Agent obtaining a first-priority interest in to the Collateral or as a court extent the Discharge of competent jurisdiction may otherwise directNotes Obligations has not occurred. Notwithstanding anything to the contrary contained in this Agreement, any obligation of the Agent, which has been discharged, to make any delivery to the other Agent under this Section 5.04(d5.4(d) or Section 5.5 is subject to (i) the order of any court of competent jurisdiction, or (ii) any automatic stay imposed in connection with any Insolvency or Liquidation Proceeding.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the 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 (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts include Account Agreements and pledged intercompany notes and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien AgentsCollateral Trustee, the collateral agent for the First Lien Fixed Asset Claimholders under the First Lien Fixed Asset Documents and (ii) non-fiduciary, gratuitous bailee for the benefit of the each other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Fixed Asset Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Collateral Trustee and the First Lien other Fixed Asset Claimholders hereby appoint the ABL Agent as their agent non-fiduciary gratuitous bailee for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of Pledged Collateral in which the Company and ABL Agent has a perfected security interest under the Company SubsidiariesUCC. The ABL Agent and the other ABL Claimholders hereby appoint the Collateral Trustee as their non-fiduciary gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which the Collateral Trustee has a perfected security interest under the UCC. Each Agent hereby accepts such appointment appointments pursuant to this Section 5.4(a) and acknowledges and agrees that it shall act for the benefit of the First Lien Agents and the other First Lien Claimholders under each Account Agreement with respect to any Pledged Collateral and that any Proceeds received by the ABL such Agent under any Account Agreement Pledged Collateral shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to (x) the First Lien Agents Collateral Trustee for the benefit of the ABL Claimholders Claimholders, and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Fixed Asset Claimholders. (b) No Agent shall have any obligation whatsoever to any other Agent, to any other ABL Claimholder, or to any other First Lien Claimholder as a result of Section 5.4(a) 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 5.04Person. The duties or responsibilities of the respective Agents under this Section 5.04 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.04 5.4 and delivering the Pledged Collateral or Proceeds thereof with respect to which it is the Prior Lien Agent that is in its possession upon a Discharge of ABL Prior Lien Obligations or Discharge of First Lien Obligations, as applicable, as provided in paragraph (d) below. (c) Neither No Agent acting pursuant to this Section 5.04 5.4 shall have by reason of the ABL Loan Documents, the First Lien Fixed Asset Documents, this Agreement or any other document a fiduciary relationship in respect of the other Agent, any other ABL Claimholder Agent or any other First Lien Claimholder. (d) Upon the Discharge of ABL Obligations or the Discharge of First Lien Fixed Asset Obligations, as applicable, the Agent under the ABL Credit Agreement, Note Agreement or Additional First Lien Agreement, as applicable, that has been discharged Collateral Trustee shall deliver the remaining Pledged Collateral (if any) in its possession together with any necessary endorsements, first, endorsements to the other ABL Agent (which shall be the Applicable First Lien Agent in the case of the First Lien Agents) to the extent the other Obligations remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL Obligations and has not occurred. Upon the Discharge of First Lien Obligations have occurred ABL Obligations, the ABL Agent shall deliver the remaining Pledged Collateral (if any) in each case, so as to allow such Person to obtain its possession or control of such Pledged Collateral) or as otherwise required by law. Each Agent further agrees to take all other action reasonably requested by any other Agent in connection together with any Agent obtaining a first-priority interest in necessary endorsements to the Authorized Collateral or as a court Trustee to the extent the Discharge of competent jurisdiction may otherwise directFixed Asset Obligations has not occurred. Notwithstanding anything to the contrary contained in this Agreement, any obligation of the Agent, which has been discharged, to make any delivery to the other Agent under this Section 5.04(d5.4(d) or Section 5.5 is subject to (i) the order of any court of competent jurisdiction, or (ii) any automatic stay imposed in connection with any Insolvency or Liquidation Proceeding.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the 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 (such Collateral, which shall include, include without limitation, Deposit Accounts, Securities Accounts and Capital Stocklimitation Account Agreements, being the “Pledged Collateral”) as (i) in the case of the ABL Revolving Credit Agent, the collateral agent for the ABL Revolving Credit Claimholders under the ABL Revolving Credit Loan Documents or, in the case of the First Lien AgentsCollateral Agent, the collateral agent for the First Lien Note Claimholders under the First Lien Note Documents and (ii) gratuitous bailee for the benefit of the other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL Revolving Credit Loan Documents and the First Lien Note Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Collateral Agent and the First Lien Note Claimholders hereby appoint the ABL Revolving Credit Agent as their agent gratuitous bailee for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company Company, Holdings and the Company their Subsidiaries. The ABL Revolving Credit Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents Collateral Agent and the other First Lien Note Claimholders under each Account Agreement and that any Proceeds proceeds received by the ABL Revolving Credit Agent under any Account Agreement shall be applied in accordance with Article Section IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Claimholders. (b) No Neither Agent shall have any obligation whatsoever to any the other Agent, to any other ABL Revolving Credit Claimholder, or to any other First Lien Note 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 5.045.4. The duties or responsibilities of the respective Agents under this Section 5.04 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.04 5.4 and delivering the Pledged Collateral or Proceeds proceeds thereof upon a Discharge of ABL Revolving Credit Obligations or Discharge of First Lien Note Obligations, as applicablethe case may be, as provided in paragraph (d) below. (c) Neither Agent acting pursuant to this Section 5.04 5.4 shall have by reason of the ABL Revolving Credit Loan Documents, the First Lien Note Documents, this Agreement or any other document a fiduciary relationship in respect of the other Agent, any other ABL Claimholder Revolving Credit Claimholders or any other First Lien Note Claimholder. (d) Upon the Discharge of ABL Revolving Credit Obligations or the Discharge of First Lien Note Obligations, as applicablethe case may be, the Agent under the ABL Credit Agreement, Note Agreement or Additional First Lien Agreement, as applicable, that credit facility which has been discharged shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the other Agent (which shall be the Applicable First Lien Agent in the case of the First Lien Agents) to the extent the other Obligations remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL Revolving Credit Obligations and the Discharge of First Lien Note Obligations have occurred (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral) or as otherwise required by law). Each Agent further agrees to take all other action reasonably requested by any the other Agent in connection with any the other Agent obtaining a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement, any obligation of the AgentAgent under the credit facility, which has been discharged, to make any delivery to the other Agent under this Section 5.04(d5.4(d) or Section 5.5 is subject to (i) the order of any court of competent jurisdiction, or (ii) any automatic stay imposed in connection with any Insolvency or Liquidation Proceeding. (e) Subject to the terms of this Agreement, (i) so long as the Discharge of Revolving Credit Obligations has not occurred, the Revolving Credit Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other Revolving Credit Loan Documents, but only to the extent that such Collateral constitutes Revolving Credit Primary Collateral, as if the Liens of the Collateral Agent and Note Claimholders did not exist, and (ii) so long as the Discharge of Note Obligations has not occurred, the Collateral Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other Note Documents, but only to the extent that such Collateral constitutes Note Primary Collateral, as if the Liens of the Revolving Credit Agent and Revolving Credit Claimholders did not exist. (f) U.S. Bank National Association (“U.S. Bank”), in its capacity as the depository institution at which the Deposit Accounts listed on Schedule 1 hereto are maintained (the “Control Deposit Accounts”), Collateral Agent and the Grantors agree that U.S. Bank, in such capacity, will comply with instructions originated by the Collateral Agent directing disposition of any funds in the Control Deposit Accounts without further consent by the Grantors; provided that the Collateral Agent may not give any such instruction until the Discharge of Revolving Credit Obligations has occurred and at the time of such instructions a Note Default has occurred and is continuing and the Collateral Agent has delivered a certification to U.S. Bank that such Note Default has occurred and is continuing. Notwithstanding the foregoing, nothing in this Section 5.4(f) shall obligate U.S. Bank to maintain, and U.S. Bank shall have the right to terminate at any time, the Control Deposit Accounts on behalf of any Grantor. Except for acting on Grantor’s instructions in violation of an instruction of the Collateral Agent as provided above, U.S. Bank shall have no responsibility or liability to the Note Claimholders for complying with instructions concerning the Control Deposit Accounts from Grantors or Grantor’s authorized representatives. U.S. Bank shall have no responsibility or liability to Grantors for complying with instructions from the Collateral Agent, and shall have no responsibility to investigate the appropriateness of any such instruction, even if Grantors notify U.S. Bank that Collateral Agent is not legally entitled to originate any such instruction. The Note Claimholders (exclusive of the Trustee and the Collateral Agent) and the Grantors hereby agree to indemnify and hold harmless U.S. Bank, its directors, officers, agents and employees against any and all claims, causes of action, liabilities, lawsuits, demands and damages, including without limitation, any and all court costs and reasonable attorney’s fees, in any way related to or arising out of or in connection with this Section 5.4(f) or any action taken or not taken pursuant hereto, except to the extent caused by U.S. Bank’s gross negligence or willful misconduct or Bank’s breach of any of the provisions hereof.

Bailees for Perfection. (a) Each Agent agrees The ABL Agent, the Collateral Trustee and each Priority Lien Representative, as the case may be, agree to hold that part of the 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 (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, Collateral being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents orand Priority Lien Claimholders, in as the case of the First Lien Agentsmay be, the collateral agent for the First Lien Claimholders under the First Lien Documents and (ii) gratuitous as bailee for the benefit of ABL Agent, Collateral Trustee or Priority Lien Representative, as the other Agents case may be (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-313(c) of the UCC) and any assignee ), solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Priority Lien Documents, respectivelyas applicable, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents and Solely with respect to any Deposit Accounts under the First Lien Claimholders hereby appoint control (within the meaning of Section 9-104 of the UCC) of the ABL Agent, the ABL Agent agrees to also hold control over such Deposit Accounts as their gratuitous agent for the purposes Collateral Trustee, subject to the terms and conditions of perfecting their security interest in all this Section 5.4. Solely with respect to any Deposit Accounts and Securities Accounts under the control (within the meaning of Section 9-104 of the Company and UCC) of the Company Subsidiaries. The ABL Agent hereby accepts Collateral Trustee, the Collateral Trustee agrees to also hold control over such appointment and acknowledges and agrees that it shall act Deposit Accounts as gratuitous agent for the benefit of the First Lien Agents and the other First Lien Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoingAgent, each Grantor hereby grants (x) a security interest in the Pledged Collateral subject to the First Lien Agents for the benefit terms and conditions of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Claimholdersthis Section 5.4. (b) No Agent The ABL Agent, the Collateral Trustee and each Priority Lien Representative shall have any no obligation whatsoever to any other Agent, to any other ABL Claimholder, or to any other First Lien Claimholder Person 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 5.045.4. The duties or responsibilities of the respective Agents under this Section 5.04 5.4 shall be limited solely to holding the Pledged Collateral as bailee (and with respect to Deposit Accounts, agent) in accordance with this Section 5.04 5.4 and delivering the Pledged Collateral or Proceeds thereof upon a Discharge of ABL Obligations or Discharge of First Priority Lien Obligations, as applicablethe case may be, as provided in paragraph (d) below. (c) Neither Agent No Person acting pursuant to this Section 5.04 5.4 shall have by reason of the ABL Loan Documents, the First Priority Lien Documents, this Agreement, the Collateral Trust Agreement or any other document document, a fiduciary relationship in respect of the other Agent, with any other ABL Claimholder or any other First Lien ClaimholderPerson with respect to such acts. (d) Upon the Discharge of ABL Obligations or the Discharge of First Lien Obligations, as applicable, the Agent under the ABL Credit Agreement, Note Agreement or Additional First Lien Agreement, as applicable, that has been discharged Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the other Agent (which shall be the Applicable First Lien Agent in the case of the First Lien Agents) Collateral Trustee to the extent the other Priority Lien Obligations which are secured by such Pledged Collateral remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL Obligations and the Discharge of First Lien Obligations have occurred Company (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral) or as otherwise required by law). Each The ABL Agent further agrees to take all other action reasonably requested by any other Agent required in connection with any Agent the Collateral Trustee obtaining a first-priority interest in the such Pledged Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything . (e) Upon the Discharge of the Priority Lien Obligations, the Collateral Trustee shall deliver the remaining Pledged Collateral (if any), together with any necessary endorsements, first, to the contrary contained ABL Agent to the extent any ABL Obligations which are secured by such Pledged Collateral remain outstanding, and second, to the Company (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral). The Collateral Trustee further agrees to take all other action reasonably requested by the ABL Agent in connection with the ABL Agent obtaining a first-priority interest in such Pledged Collateral or as a court of competent jurisdiction may otherwise direct. (f) Subject to the terms of this Agreement, any obligation of the Agent, which has been discharged, to make any delivery to the other Agent under this Section 5.04(d) is subject to (i) so long as the order Discharge of any court ABL Obligations has not occurred, the ABL Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of competent jurisdictionthis Agreement and other ABL Loan Documents, but only to the extent that such Collateral constitutes ABL Collateral, as if the Liens (if any) of the Collateral Trustee or Priority Lien Representatives in such ABL Collateral did not exist and (ii) so long as the Discharge of Priority Lien Obligations has not occurred, the Collateral Trustee or any automatic stay imposed Priority Lien Representative shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in connection accordance with any Insolvency or Liquidation Proceedingthe terms of this Agreement, the Collateral Trust Agreement and other Priority Lien Documents, but only to the extent that such Collateral constitutes Shared Collateral, as if the Liens of the ABL Agent in such Shared Collateral did not exist.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the 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 (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien Agents, the collateral agent for the First Lien Claimholders under the First Lien Documents and (ii) gratuitous bailee for the benefit of the other 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) and any assignee solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents and the First Lien Claimholders hereby appoint the ABL Agent as their agent for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company and the Company Subsidiaries. The ABL Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents and the other First Lien Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Claimholders. (b) No Neither Agent shall have any obligation whatsoever to any the other Agent, to any other ABL Claimholder, or to any other First 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 5.045.4. The duties or responsibilities of the respective Agents under this Section 5.04 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.04 5.4 and delivering the Pledged Collateral or Proceeds thereof upon a Discharge of ABL Obligations or Discharge of First Lien Obligations, as applicable, as provided in paragraph (d) below. (c) Neither Agent acting pursuant to this Section 5.04 5.4 shall have by reason of the ABL Loan Documents, the First Lien Documents, this Agreement or any other document a fiduciary relationship in respect of the other Agent, any other ABL Claimholder or any other First Lien Claimholder. (d) Upon the Discharge of ABL Obligations or the Discharge of First Lien Obligations, as applicable, the Agent under the ABL Credit Agreement, Note the Indenture, the Cash Flow Credit Agreement or any Additional First Lien Agreement, as applicable, that has been discharged shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the other Agent (which shall be the Applicable First Lien Agent in the case of the First Lien Agents) to the extent the other Obligations remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL Obligations and the Discharge of First Lien Obligations have occurred (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral) or as otherwise required by law. Each Agent further agrees to take all other action reasonably requested by any the other Agent in connection with any the other Agent obtaining a firstsenior-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement, any obligation of the Agent, which has been discharged, to make any delivery to the other Agent under this Section 5.04(d5.4(d) is subject to (i) the order of any court of competent jurisdiction, or (ii) any automatic stay imposed in connection with any Insolvency or Liquidation Proceeding.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the 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 (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien AgentsNotes Agent, the collateral agent for the First Lien Note Claimholders under the First Lien Note Documents and (ii) gratuitous bailee for the benefit of the other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Note Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Notes Agent and the First Lien Note Claimholders hereby appoint the ABL Agent as their agent for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company and Grantors (other than the Company SubsidiariesNote Collateral Account). The ABL Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents Notes Agent and the other First Lien Note Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents Notes Agent for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Note Claimholders. (b) No Neither Agent shall have any obligation whatsoever to any the other Agent, to any other ABL Claimholder, or to any other First Lien Note 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 5.045.4. The duties or responsibilities of the respective Agents under this Section 5.04 5.4 shall be limited solely to holding the Pledged Collateral as gratuitous bailee in accordance with this Section 5.04 5.4 and delivering the Pledged Collateral or Proceeds thereof upon a Discharge of ABL Obligations or Discharge of First Lien Note Obligations, as applicable, as provided in paragraph (d) below. (c) Neither Agent acting pursuant to this Section 5.04 5.4 shall have by reason of the ABL Loan Documents, the First Lien Note Documents, this Agreement or any other document a fiduciary relationship in respect of the other Agent, any other ABL Claimholder or any other First Lien Note Claimholder. (d) Upon the Discharge of ABL Obligations or the Discharge of First Lien Note Obligations, as applicable, the ABL Agent under or the ABL Credit Agreement, Note Agreement or Additional First Lien AgreementNotes Agent, as applicable, that has been discharged shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the other Agent (which shall be the Applicable First Lien Agent in the case of the First Lien Agents) to the extent the other Obligations remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL Obligations and the Discharge of First Lien Note Obligations have occurred (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral) or as otherwise required by law. Each Agent further agrees to that upon the Discharge of the ABL Obligations or the Discharge of the Note Obligations, as applicable, it shall take all other action reasonably requested by any the other Agent in connection with any the other Agent obtaining a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement, any obligation of the Agent, Agent which has been discharged, discharged to make any delivery to the other Agent under this Section 5.04(d5.4(d) is subject to (i) the order of any court of competent jurisdiction, or (ii) any automatic stay imposed in connection with any Insolvency or Liquidation Proceeding. (e) Subject to the terms of this Agreement, (i) so long as the Discharge of ABL Obligations has not occurred, the ABL Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other ABL Loan Documents, but only to the extent that such Collateral constitutes ABL Priority Collateral, as if the Liens of the Notes Agent on behalf of the Note Claimholders did not exist, and (ii) so long as the Discharge of Note Obligations has not occurred, the Notes Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other Note Documents, but only to the extent that such Collateral constitutes Notes Priority Collateral, as if the Liens of the ABL Agent on behalf of the ABL Claimholders did not exist.

Bailees for Perfection. (a) Each Agent agrees to hold that part of the 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 (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien Agents, the collateral agent for the First Lien Claimholders under the First Lien Documents and (ii) gratuitous bailee for the benefit of the other 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) and any assignee solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Documents, respectively, subject to the terms and conditions of this Section 5.04. The First Lien Agents and the First Lien Claimholders hereby appoint the ABL Agent as their agent for the purposes of perfecting their security interest in all Deposit Accounts Table of Contents and Securities Accounts of the Company and the Company Subsidiaries. The ABL Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents and the other First Lien Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Agent for the benefit of the First Lien Claimholders. (b) No Agent shall have any obligation whatsoever to any other Agent, to any other ABL Claimholder, or to any other First 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 5.04. The duties or responsibilities of the respective Agents under this Section 5.04 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.04 and delivering the Pledged Collateral or Proceeds thereof upon a Discharge of ABL Obligations or Discharge of First Lien Obligations, as applicable, as provided in paragraph (d) below. (c) Neither Agent acting pursuant to this Section 5.04 shall have by reason of the ABL Loan Documents, the First Lien Documents, this Agreement or any other document a fiduciary relationship in respect of the other Agent, any other ABL Claimholder or any other First Lien Claimholder. (d) Upon the Discharge of ABL Obligations or the Discharge of First Lien Obligations, as applicable, the Agent under the ABL Credit Agreement, Note Agreement or Additional First Lien Agreement, as applicable, that has been discharged shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the other Agent (which shall be the Applicable First Lien Agent in the case of the First Lien Agents) to the extent the other Obligations remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL Obligations and the Discharge of First Lien Obligations have occurred (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral) or as otherwise required by law. Each Agent further agrees to take all other action reasonably requested by any other Agent in connection with any Agent obtaining a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement, any obligation of the Agent, which has been discharged, to make any delivery to the other Agent under this Section 5.04(d) is subject to (i) the order of any court of competent jurisdiction, or (ii) any automatic stay imposed in connection with any Insolvency or Liquidation Proceeding.

Bailees for Perfection. (a) Each Agent agrees 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) to the extent that possession or control thereof is taken to perfect a Lien thereon (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Facility Collateral Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the First Lien AgentsSenior Secured Notes Agent, the collateral agent for the First Lien Senior Secured Note Claimholders under the First Lien Senior Secured Note Documents and (ii) gratuitous bailee for the benefit of the other Agents 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 solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the First Lien Senior Secured Note Documents, respectively, subject to the terms and conditions of this Section 5.045.4. The First Lien Agents Senior Secured Notes Agent and the First Lien Senior Secured Note Claimholders hereby appoint the ABL Facility Collateral Agent as their agent for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Company Issuers, Holdings, and the Company Subsidiaries. The ABL Facility Collateral Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the First Lien Agents Senior Secured Notes Agent and the other First Lien Senior Secured Note Claimholders under each Account Agreement and that any Proceeds received by the ABL Facility Collateral Agent under any Account Agreement shall be applied in accordance with Article IV. In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the First Lien Agents Senior Secured Notes Agent for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral to the ABL Facility Collateral Agent for the benefit of the First Lien Senior Secured Note Claimholders. (b) No Agent shall have any obligation whatsoever to any other Agent, to any other ABL Claimholder, or to any other First 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 5.04. The duties or responsibilities of the respective Agents under this Section 5.04 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.04 and delivering the Pledged Collateral or Proceeds thereof upon a Discharge of ABL Obligations or Discharge of First Lien Obligations, as applicable, as provided in paragraph (d) below. (c) Neither Agent acting pursuant to this Section 5.04 shall have by reason of the ABL Loan Documents, the First Lien Documents, this Agreement or any other document a fiduciary relationship in respect of the other Agent, any other ABL Claimholder or any other First Lien Claimholder. (d) Upon the Discharge of ABL Obligations or the Discharge of First Lien Obligations, as applicable, the Agent under the ABL Credit Agreement, Note Agreement or Additional First Lien Agreement, as applicable, that has been discharged shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the other Agent (which shall be the Applicable First Lien Agent in the case of the First Lien Agents) to the extent the other Obligations remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL Obligations and the Discharge of First Lien Obligations have occurred (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral) or as otherwise required by law. Each Agent further agrees to take all other action reasonably requested by any other Agent in connection with any Agent obtaining a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement, any obligation of the Agent, which has been discharged, to make any delivery to the other Agent under this Section 5.04(d) is subject to (i) the order of any court of competent jurisdiction, or (ii) any automatic stay imposed in connection with any Insolvency or Liquidation Proceeding.