Common use of Bailees for Perfection Clause in Contracts

Bailees for Perfection. (a) The ABL Collateral Agent 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 being the “Pledged Collateral”) as collateral agent for the ABL Secured Parties and Term Loan Secured Parties, as the case may be, and as bailee for the ABL Collateral Agent or the 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), solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the Term Loan Documents, as applicable, 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 ABL Collateral Agent, the ABL Collateral Agent agrees to also hold control over such Deposit Accounts as 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 possession and control and is unable to do so as a result of having previously delivered such Collateral to the ABL Collateral Agent in accordance with the 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 Collateral 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.

Bailees for Perfection. (a) The ABL Each Senior Priority Collateral Agent and the Term Loan Collateral Agent, as the case may be, each agree agrees 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 or the PPSA (such Collateral being the “Pledged Collateral”) as collateral agent for the ABL Secured Parties and Term Loan Secured Parties, as the case may be, Junior Priority Claimholders and as bailee for the ABL Junior Priority Collateral Agent or the 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 Term Loan Junior Priority Documents, as applicablerespectively, subject to the terms and conditions of this Section 5.4. Solely with respect (b) No Senior Priority Collateral Agent shall have any obligation whatsoever to the Junior Priority Collateral Agent or to any Deposit Accounts under Junior Priority Claimholder to ensure that the control (within the meaning of Section 9-104 Pledged Collateral is genuine or owned by any of the UCC) Grantors or to preserve rights or benefits of the ABL Collateral Agent, the ABL Collateral Agent agrees to also hold control over such Deposit Accounts any Person except as gratuitous agent for the Term Loan Collateral Agent, subject to the terms and conditions of expressly set forth in this Section 5.4. Solely with respect to any Deposit Accounts under the control (within the meaning of Section 9-104 The duties or responsibilities of the UCCrespective Senior Priority Collateral Agents under this Section 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.4 and delivering the Pledged Collateral upon the Discharge of Senior Priority Obligations as provided in paragraph (d) below. (c) No Senior Priority Collateral Agent shall have by reason of the Term Loan Junior Priority Collateral Documents, this Agreement, or any other document, a fiduciary relationship in respect of the Junior Priority Collateral Agent or any Junior Priority Claimholder. (d) Upon the Discharge of Senior Priority Obligations, each Senior Priority Collateral Agent shall deliver the remaining Pledged Collateral (if any) in its possession together with any necessary endorsements and without recourse or warranty, first, to the Junior Priority Collateral Agent, to the Term Loan extent the Junior Priority Obligations (other than Contingent Obligations) remain outstanding, and second, to the applicable Grantor to the extent no Junior Priority Obligations, as the case may be, remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral). Each Senior Priority 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 Documentfurther agrees, to the extent that any -22- Junior Priority Obligations (iother than applicable Contingent Obligations) prior remain outstanding, to take all other commercially reasonable action as shall be reasonably requested by the Junior Priority Collateral Agent, at the sole cost and expense of the Credit Parties, to permit such the Junior Priority Collateral Agent to obtain, for the benefit of the Junior Priority Claimholders a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. (e) Subject to the terms of this Agreement, so long as the Discharge of ABL ObligationsSenior Priority Obligations has not occurred, any Obligor is required to deliver to the Term Loan each Senior Priority Collateral Agent any shall be entitled to deal with the Pledged Collateral that constitutes ABL First Lien or Collateral for purposes of possession and control and is unable to do so as a result of having previously delivered such Collateral to the ABL Collateral Agent within its “control” in accordance with the terms of the ABL Loan this Agreement and other Senior Priority Documents, such Obligor’s obligations as if the Liens of the Junior Priority Collateral Agent and Junior Priority Claimholders did not exist. With respect to any deposit account control agreement or securities account control agreement executed by the Revolving Credit Collateral Agent, the Senior Priority Fixed Asset Collateral Agent, the Junior Priority Collateral Agent and any Grantor prior to the date the 2016 Secured Notes Obligations were initially incurred and with respect to which the Revolving Credit Collateral Agent has, upon the Discharge of Revolving Credit Obligations, notified the applicable deposit bank or securities intermediary that the 2016 Secured Notes Collateral Agent constitutes the “Revolving Credit Collateral Agent” (or similar term) under such delivery control agreement as a permitted successor of the Revolving Credit Collateral Agent in accordance with Section 5.4(e) of the ABL Intercreditor Agreement, the Junior Priority Collateral Agent agrees to take any further actions or execute and deliver such further documents within its power and authority, in each case pursuant to Section 8.8, as the 2016 Secured Notes Collateral Agent may reasonably request to effectuate the foregoing under any such control agreement (including, without limitation, notifying the applicable depositary bank or securities intermediary that the 2016 Secured Notes Collateral Agent is the successor “Revolving Credit Collateral Agent” (or similar term) under such control agreement and, to the extent required in order for the 2016 Secured Notes Collateral Agent to exercise its rights under such control agreement as the “Revolving Credit Collateral Agent” (or similar term) thereunder, sending any notices to the depositary bank or securities intermediary (as applicable) thereunder). (f) Notwithstanding anything in this Agreement to the contrary, the Junior Priority Collateral Agent, for itself and on behalf of the Junior Priority Claimholders, agrees that any requirement under any Junior Priority Collateral Document that any Grantor deliver any Collateral to the Junior Priority Collateral Agent, or that requires any Grantor to vest the Junior Priority Collateral Agent with possession or “control” (as defined in the UCC or in the manner provided for in the PPSA) of any Collateral, in each case, shall be deemed satisfied by the delivery to the ABL Collateral Agentextent that, acting as a gratuitous bailee of the Term Loan Collateral Agent, and (ii) prior to the Discharge of Term Loan Senior Priority Obligations, any Obligor such Collateral is required to deliver delivered to the ABL Designated Senior Priority Collateral Agent, or the Designated Senior Priority Collateral Agent shall have been vested with such possession or (unless, pursuant to the UCC or the PPSA, as applicable, control may be given concurrently to the Senior Priority Collateral Agents and the Junior Priority Collateral Agent) “control,” in each case, subject to the provisions of this Section 5.4; and (g) The parties hereto further agree that to the extent the Revolving Creditany Senior Priority Collateral Agent is specified as the lienholder on the certificates of title with respect to any Motor Vehicles (as defined in the Junior Priority Security Agreement) of any Grantor, then (including for the purposes of the applicable state certificate of title laws and any other applicable laws) the Revolving Creditsuch Senior Priority Collateral Agent shall act as agent for both the Senior Priority Claimholders and the Junior Priority Claimholders in order to perfect and secure both the Senior Priority Obligations and the Junior Priority Obligations, provided that, notwithstanding that constitutes Term Loan First Lien there may be only one lienholder noted on such certificate of title for such purposes, the priorities as between the rights of the Junior Priority Claimholders and the Senior Priority Claimholders shall be as if there were two separate Liens, subject to the priorities and other terms of this Agreement. In furtherance of the foregoing, (i) the Junior Priority Collateral Agent hereby appoints the Revolving CreditDesignated Senior Priority Collateral -23- Agent as its collateral agent for the limited purpose of acting as the agent on behalf of the Junior Priority Claimholders with respect to the applicable Motor Vehicles solely for purposes of possession perfecting the Liens of such parties on such Motor Vehicles and control (ii) in order to secure the prompt payment and is unable to do so as a result performance of having previously delivered such Collateral the Junior Priority Obligations, each Grantor hereby grants to the Term Loan Revolving CreditDesignated Senior Priority Collateral Agent, as agent for the Junior Priority Claimholders, a security interest in all right, title and interest of such Grantor in, to and under all Motor Vehicles and, for purposes of Section 5.4(a), all Deposit Accounts and Securities Accounts, whether now owned or hereafter acquired by such Grantor. Such grant creates a security interest wholly separate from the security interest in such Motor Vehicles and such Deposit Accounts and Securities Account granted to the Revolving CreditDesignated Senior Collateral Agent in the Revolving Creditapplicable Senior Priority Documents as security for the Revolving Creditapplicable Senior Priority Obligations. The duties or responsibilities of the Revolving CreditDesignated Senior Collateral Agent under this Section 5.4(g) shall be limited solely to holding (either itself or through its appointment of a custodian or agent) a Lien on such Motor Vehicles (and releasing such Lien), or the Deposit Accounts and Securities Accounts, as applicable, as 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 Agentthis Section 5.4(g). 5.5.

Bailees for Perfection. (a) The ABL a)The Senior Priority Collateral Agent and the Term Loan Collateral Agent, as the case may be, each agree agrees 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 or the PPSA (such Collateral being the “Pledged Collateral”) as collateral agent for the ABL Secured Parties and Term Loan Secured Parties, as the case may be, Junior Priority Claimholders and as bailee for the ABL Junior Priority Collateral Agent or the 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 Term Loan Junior Priority Documents, as applicablerespectively, subject to the terms and conditions of this Section 5.4. Solely (b)The Senior Priority Collateral Agent shall not have any obligation whatsoever to the Junior Priority Collateral Agent or to any Junior Priority 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 5.4. The duties or responsibilities of the Senior Priority Collateral Agent under this Section 5.4 shall be limited solely to holding the Pledged Collateral as collateral agent and bailee in accordance with this Section 5.4 and delivering the Pledged Collateral upon the Discharge of Priming Senior Priority Obligations as provided in paragraph (d) below. (c)The Senior Priority Collateral Agent shall not have by reason of the Junior Priority Collateral Documents, this Agreement, or any other document, a fiduciary relationship in respect 20 of the Junior Priority Collateral Agent or any Junior Priority Claimholder. Each Junior Priority Collateral Agent and Junior Priority Claimholder hereby waives and releases the Senior Priority Collateral Agent from all claims and liabilities arising pursuant to the Senior Priority Collateral Agent’s roles under this Section 5.4 as collateral agent and bailee with respect to the Pledged Collateral. (d)Upon the Discharge of Priming Senior Priority Obligations, the Senior Priority Collateral Agent shall deliver the remaining Pledged Collateral (if any) in its possession together with any Deposit Accounts under necessary endorsements and without recourse or warranty, first, to the control (within the meaning of Section 9-104 of the UCC) of the ABL Junior Priority Collateral Agent, to the ABL extent the Junior Priority Obligations (other than Contingent Obligations) remain outstanding, and second, to the applicable Grantor to the extent no Junior Priority Obligations, as the case may be, remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral). The Senior Priority Collateral Agent agrees further agrees, to also hold control over such Deposit Accounts the extent that any Junior Priority Obligations (other than applicable Contingent Obligations) remain outstanding, to take all other commercially reasonable action as gratuitous agent shall be reasonably requested by the Junior Priority Collateral Agent, at the sole cost and expense of the Credit Parties, to permit the Junior Priority Collateral Agent to obtain, for the Term Loan benefit of the Junior Priority Claimholders, a first-priority security interest in the Pledged Collateral Agentor as a court of competent jurisdiction may otherwise direct, 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 Intercreditor Agreement. (e)Subject to the terms and conditions of this Section 5.4. Notwithstanding anything to Agreement and the contrary set forth herein or in any Term Loan Document or ABL Loan DocumentIntercreditor Agreement, to the extent that (i) prior to so long as the Discharge of ABL ObligationsPriming Senior Priority Obligations has not occurred, any Obligor is required to deliver to the Term Loan Senior Priority Collateral Agent any shall be entitled to deal with the Pledged Collateral that constitutes ABL First Lien or Collateral for purposes of possession and control and is unable to do so as a result of having previously delivered such Collateral to the ABL Collateral Agent within its “control” in accordance with the terms of the ABL Loan this Agreement and other Senior Priority Documents, such Obligor’s obligations as if the Liens of the Junior Priority Collateral Agent and Junior Priority Claimholders did not exist. (f)Notwithstanding anything in this Agreement to the contrary, the Junior Priority Collateral Agent, for itself and on behalf of the Junior Priority Claimholders, agrees that any requirement under any Junior Priority Collateral Document that any Grantor deliver any Collateral to the Junior Priority Collateral Agent, or that requires any Grantor to vest the Junior Priority Collateral Agent with respect to such delivery possession or “control” (as defined in the UCC or in the manner provided for in the PPSA) of any Collateral, in each case, shall be deemed satisfied by the delivery to the ABL Collateral Agentextent that, acting as a gratuitous bailee of the Term Loan Collateral Agent, and (ii) prior to the Discharge of Term Loan Priming Senior Priority Obligations, any Obligor such Collateral is required to deliver delivered to the ABL Senior Priority Collateral Agent, or the Senior Priority Collateral Agent shall have been vested with such possession or (unless, pursuant to the UCC or the PPSA, as applicable, control may be given concurrently to the Senior Priority Collateral Agent and the Junior Priority Collateral Agent) “control,” in each case, subject to the provisions of this Section 5.4; and (g)The parties hereto further agree that to the extent the Senior Priority Collateral Agent is specified as the lienholder on the certificates of title with respect to any Motor Vehicles (as defined in the Junior Priority Security Agreement) of any Grantor or has “control” over any Deposit Accounts or Securities Accounts of any Grantor pursuant to any control agreement, then (including for the purposes of the applicable state certificate of title laws and any other applicable laws) the Senior Priority Collateral Agent shall act as agent for both the Senior Priority Claimholders and the Junior Priority Claimholders in order to perfect and secure both the Senior Priority Obligations and the Junior Priority Obligations, provided that constitutes Term Loan First Lien the priorities as between the rights of the Junior Priority Claimholders and the Senior Priority Claimholders shall be as if there were two separate Liens, subject to the priorities and other terms of this Agreement. In furtherance of the foregoing, (i) the Junior Priority Collateral Agent hereby appoints the Senior Priority Collateral Agent as its collateral agent for the limited purpose of (A) acting as the agent on behalf of the Junior Priority Claimholders with respect to the applicable Motor Vehicles solely for purposes of possession perfecting the Liens of such parties on such Motor Vehicles and control (B) acting as the agent on behalf of the Junior Priority Claimholders with respect to the applicable 21 Deposit Accounts and Securities Accounts solely for purposes of perfecting the Liens of such parties on such Deposit Accounts and Securities Accounts and the amounts contained therein and (ii) in order to secure the prompt payment and performance of the Junior Priority Obligations, each Grantor hereby grants to the Senior Priority Collateral Agent, as agent for the Junior Priority Claimholders, a security interest in all right, title and interest of such Grantor in, to and under all Motor Vehicles and, for purposes hereof and of Section 5.4(a), all Deposit Accounts and Securities Accounts, whether now owned or hereafter acquired by such Grantor. Such grant creates a security interest wholly separate from the security interest in such Motor Vehicles and such Deposit Accounts and Securities Accounts granted to the Senior Priority Collateral Agent in the Senior Priority Documents as security for the Senior Priority Obligations. The duties or responsibilities of the Senior Priority Collateral Agent under this Section 5.4(g) shall be limited solely to holding (either itself or through its appointment of a custodian or agent) a Lien on such Motor Vehicles, Deposit Accounts and Securities Accounts (and releasing such Lien), as applicable, as agent in accordance with this Section 5.4(g). 5.5. When Discharge of Priming Senior Priority Obligations and Discharge of Junior Priority Obligations Deemed to Not Have Occurred. If, at any time substantially concurrently with or after the Discharge of Priming Senior Priority Obligations or the Discharge of Junior Priority Obligations, the Borrower enters into any Refinancing of any Senior Priority Obligation or Junior Priority Obligation, as the case may be, which Refinancing is unable permitted by both the Senior Priority Documents and the Junior Priority Documents, in each case, to do so the extent such documents will remain in effect following such Refinancing, then such Discharge of Priming Senior Priority Obligations or Discharge of Junior Priority Obligations, shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken pursuant to this Agreement as a result of having previously the occurrence of such Discharge of Priming Senior Priority Obligations or Discharge of Junior Priority Obligations, as applicable) and, from and after the date on which the New Debt Notice is delivered such Collateral to the Term Loan appropriate Collateral Agent Agents in accordance with the terms next sentence, the obligations under such Refinancing shall automatically be treated as Senior Priority Obligations or Junior Priority Obligations for all purposes of this Agreement, including for purposes of the Term Loan Lien priorities and rights in respect of Collateral set forth herein, and the agent, representative or trustee for the holders of such Senior Priority Obligations under such new Senior Priority Documents or for the holders of such Junior Priority Obligations under such new Junior Priority Documents, such Obligor’s obligations with respect to such delivery as applicable, shall be deemed satisfied by the delivery to the Term Loan a Senior Priority Collateral Agent or a Junior Priority Collateral Agent, acting as applicable, for all purposes of this Agreement. Upon receipt of a gratuitous bailee notice (the “New Debt Notice”) stating that the Borrower has entered into new Senior Priority Documents or new Junior Priority Documents (which notice shall include a complete copy of the ABL relevant new documents and provide the identity of the new collateral agent (such agent, the “New Agent”)), the other Collateral AgentAgents shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrower or such New Agent shall reasonably request in order to provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). The New Agent shall agree in a writing addressed to the other Collateral Agents, for the benefit of the Senior Priority Claimholders or the Junior Priority Claimholders, as the case may be, to be bound by the terms of this Agreement. If the new Senior Priority Obligations under the new Senior Priority Documents or the new Junior Priority Obligations under the new Junior Priority Documents are secured by assets of the Grantors constituting Collateral that do not also secure the other Obligations, then the other Obligations shall be secured at such time by a Lien on such assets to the same extent provided in the Senior Priority Documents, Junior Priority Documents and this Agreement. 5.6.

Bailees for Perfection. (a) The ABL Collateral Each Agent and the Term Loan Collateral Agent, as the case may be, each agree agrees to hold or control 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 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 Secured Parties and Term Claimholders under the ABL Loan Secured PartiesDocuments or, as in the case may beof the Senior Secured Notes Agent, the collateral agent for the Senior Secured Note Claimholders under the Senior Secured Note Documents and as (ii) gratuitous bailee for the ABL Collateral benefit of the other Agent or the 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 Term Loan Senior Secured Note Documents, as applicablerespectively, subject to the terms and conditions of this Section 5.4. Solely with respect to any The Senior Secured Notes Agent and the 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 under the control (within the meaning of Section 9-104 and Securities Accounts of the UCCIssuers, 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 Senior Secured Notes Agent and the other 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 Senior Secured Notes Agent for the benefit of the ABL Collateral Agent, Claimholders and (y) a security interest in the ABL Collateral Agent agrees to also hold control over such Deposit Accounts as 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 possession and control and is unable to do so as a result of having previously delivered such Pledged Collateral to the ABL Facility Collateral Agent in accordance with for the terms benefit 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 Collateral 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 AgentSenior Secured Note Claimholders.