Common use of Bailment for Perfection of Certain Security Interests Clause in Contracts

Bailment for Perfection of Certain Security Interests. (a) The First Lien Administrative Agent agrees that if it shall at any time hold a First Priority Lien on any Collateral that can be perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the First Lien Administrative Agent, or of agents or bailees of the First Lien Administrative Agent (such Collateral being referred to herein as the “Pledged or Controlled Collateral”), the First Lien Administrative Agent shall, solely for the purpose of perfecting the Second Priority Liens granted under the Second Lien Loan Documents and subject to the terms and conditions o this Article V, also hold such Pledged or Controlled Collateral as bailee for the Second Lien Administrative Agent. The First Lien Administrative Agent shall not charge the Second Lien Secured Parties a fee for holding such Collateral as bailee pursuant hereto. (b) S long as the Discharge of First Lien Obligations has not occurred, the First Lien Administrative Agent shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of this Agreement and the other First Lien LoanDocuments as if the Second Priority Liens did not exist until the expiration of the Xxxx still Period or such longer period as provided under Section 3.02 (a) The obligations and responsibilities of the First Lien Administrative Agent to the Second Lien Administrative Agent and the other Second Lien Secured Parties under this Article V shall be limited solely to holding or controlling the Pledged or Controlled Collateral as bailee in accordance with this Article V. Without limiting the foregoing, the First Lien Administrative Agent shall have no obligation or responsibility to ensure that any Pledged or Controlled Collateral is genuine or owned by any of the Grantors. The First Lien Administrative Agent acting pursuant to this Article V shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any other First Lien Secured Party, the Second Lien Administrative Agent or any other Second Lien Secured Party. (c) Upon the Discharge of First Lien Obligations, the First Lien Administrative Agent shall transfer the possession and control of the Pledged or Controlled Collateral, together with any necessary endorsements but without recourse or warranty (other than a representation of the First Lien Administrative Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such Pledged or Controlled Collateral), (i) if the Second Lien Obligations are outstanding at such time, to the Second Lien Administrative Agent, and (ii) if no Second Lien Obligations are outstanding at such time, to the applicable Grantor or to whomever shall be entitled thereto, in each case so as to allow such Person to obtain possession and control of such Pledged or Controlled Collateral. In connection with any transfer under clause (i) of the immediately preceding sentence, subject to the provisions of Section 5.01(d), the First Lien Administrative Agent agrees to take all actions in its power as shall be reasonably requested by the Second Lien Administrative Agent to permit the Second Lien Administrative Agent to obtain, for the benefit of the Second Lien Secured Parties, a first priority security interest in the Pledged or Controlled Collateral, and the Grantors hereby consent, and direct the First Lien Administrative Agent and the First Lien Secured Parties to, deliver such Pledged or Controlled Collateral to the Second Lien Administrative Agent. (d) The First Lien Administrative Agent shall not be required to take any such action requested by the Second Lien Administrative Agent that the First Lien Administrative Agent in good faith believes exposes it to personal liability for expenses or other amounts unless the First Lien Administrative Agent receives an indemnity satisfactory to it from the Second Lien Administrative Agent or Second Lien Secured Parties with respect to such action.

Bailment for Perfection of Certain Security Interests. (a) The First Lien Administrative Priority Agent agrees that if it shall at any time hold a First Priority Lien on any Shared Collateral that can be perfected or the priority of which can be enhanced by the possession or control of such Shared Collateral or of any account in which such Shared Collateral is heldheld or of the notation on such Lien on certificates of title, and if such Shared Collateral or any such account is in fact in the possession or under the control of the First Lien Administrative Agent, Priority Agent or of agents or bailees of the First Lien Administrative Priority Agent or such notation is in fact in the name of the First Priority Agent (such Shared Collateral being referred to herein as the “Pledged or Controlled Collateral”), the First Lien Administrative Priority Agent shall, solely for the purpose of perfecting the Second Priority Liens granted under the Second Lien Loan Priority Debt Documents and subject to the terms and conditions o of this Article V, also (i) hold and/or maintain control of, and act as secured party on, such Pledged or Controlled Collateral as gratuitous bailee for and representative of, or as agent for, the Second Priority Agent, (ii) with respect to any securities accounts included in the Collateral, have “control” (within the meaning of Section 8-106(d)(3) of the UCC) of such securities accounts on behalf of the Second Priority Agent and (iii) with respect to any deposit accounts included in the Collateral, act as agent for the Second Lien Administrative Agent. The First Lien Administrative Priority Agent shall not charge the Second Lien Secured Parties a fee for holding such Collateral as bailee pursuant heretoand any assignee. (b) S So long as the Discharge of First Lien Obligations Priority Claims has not occurred, the First Lien Administrative Priority Agent shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of this Agreement and the other First Lien LoanDocuments Priority Debt Documents as if the Second Priority Liens did not exist until the expiration of the Xxxx still Period or such longer period as provided under Section 3.02 (a) exist. The obligations and responsibilities of the First Lien Administrative Priority Agent to the Second Lien Administrative Priority Agent and the other Second Lien Priority Secured Parties under this Article V shall be limited solely to holding or controlling the Pledged or Controlled Collateral as gratuitous bailee and representative in accordance with this Article V. Without limiting the foregoing, the First Lien Administrative Priority Agent shall have no obligation or responsibility to ensure that any Pledged or Controlled Collateral is genuine or owned by any of the Grantors. The First Lien Administrative Priority Agent acting pursuant to this Article V shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any other First Lien Priority Secured Party, the Second Lien Administrative Priority Agent or any other Second Lien Priority Secured Party. (c) Upon the Discharge of First Lien ObligationsPriority Claims, the First Lien Administrative Priority Agent shall transfer the possession and control of the Pledged or Controlled Collateral, together with any necessary endorsements but without recourse or warranty (other than a representation of the First Lien Administrative Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such Pledged or Controlled Collateral)warranty, (i) if the Second Lien Obligations Priority Claims are outstanding at such time, to the Second Lien Administrative Priority Agent, and (ii) if no Second Lien Obligations Priority Claims are outstanding at such time and any Excess Claims are outstanding at such time, to the Persons holding such Excess Claims, and (iii) if no Second Priority Claims and no Excess Claims are outstanding at such time, to the applicable Grantor or to whomever shall be entitled theretoGrantor, in each case so as to allow such Person to obtain possession and control of such Pledged or Controlled Collateral. In connection with any transfer under clause (i) of the immediately preceding sentence, subject to the provisions of Section 5.01(d), the First Lien Administrative Priority Agent agrees agrees, at the sole cost and expense of the Grantors, to take all actions in its power as shall be reasonably requested by the Second Lien Administrative Priority Agent to permit the Second Lien Administrative Priority Agent to obtain, for the benefit of the Second Lien Priority Secured Parties, a first priority security interest in the Pledged or Controlled Collateral, and the Grantors hereby consent, and direct the First Lien Administrative Agent and the First Lien Secured Parties to, deliver such Pledged or Controlled Collateral to the Second Lien Administrative Agent. (d) The After the Discharge of First Lien Administrative Priority Claims and upon the Discharge of Second Priority Claims, the Second Priority Agent shall not be required transfer the possession and control of the Pledged or Controlled Collateral, together with any necessary endorsements but without recourse or warranty, (i) if any Excess Claims are outstanding at such time, to Persons holding such Excess Claims, and (ii) if no Excess Claims are outstanding at such time, to the applicable Grantor, in each case so as to allow such Person to obtain possession and control of such Pledged or Controlled Collateral. In connection with any transfer under clause (i) of the immediately preceding sentence, the Second Priority Agent agrees, at the sole cost and expense of the Grantors, to take any such action all actions in its power as shall be reasonably requested by the Second Lien Administrative Agent that Persons holding any Excess Claims to permit such Persons to obtain a first priority security interest in the First Lien Administrative Agent in good faith believes exposes it to personal liability for expenses Pledged or other amounts unless the First Lien Administrative Agent receives an indemnity satisfactory to it from the Second Lien Administrative Agent or Second Lien Secured Parties with respect to such actionControlled Collateral.

Bailment for Perfection of Certain Security Interests. (a) The First Lien Administrative Agent agrees that if it shall at any time hold a First Priority Lien on any Collateral that can be perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the First Lien Administrative Agent, or of agents or bailees of the First Lien Administrative Agent (such Collateral being referred to herein as the “Pledged or Controlled Collateral”), the First Lien Administrative Agent shall, solely for the purpose of perfecting the Second Priority Liens granted under the Second Lien Loan Documents and subject to the terms and conditions o of this Article V, also hold such Pledged or Controlled Collateral as bailee for the Second Lien Administrative Agent. The First Lien Administrative Agent shall not charge the Second Lien Secured Parties a fee for holding such Collateral as bailee pursuant hereto. (b) S So long as the Discharge of First Lien Obligations has not occurred, the First Lien Administrative Agent shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of this Agreement and the other First Lien LoanDocuments Loan Documents as if the Second Priority Liens did not exist until the expiration of the Xxxx still Period or such longer period as provided under Section 3.02 (a) exist. The obligations and responsibilities of the First Lien Administrative Agent to the Second Lien Administrative Agent and the other Second Lien Secured Parties under this Article V shall be limited solely to holding or controlling the Pledged or Controlled Collateral as bailee in accordance with this Article V. Without limiting the foregoing, the First Lien Administrative Agent shall have no obligation or responsibility to ensure that any Pledged or Controlled Collateral is genuine or owned by any of the Grantors. The First Lien Administrative Agent acting pursuant to this Article V shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any other First Lien Secured Party, the Second Lien Administrative Agent or any other Second Lien Secured Party. (c) Upon . To the Discharge of extent that holding any Collateral as bailee pursuant to this Article V results in a fiduciary relationship between any First Lien ObligationsSecured Party and any Second Lien Secured Party under applicable law notwithstanding the parties’ intent stated herein, the First Lien Administrative Agent shall transfer the possession and control of the Pledged or Controlled Collateral, together with any necessary endorsements but without recourse or warranty (other than a representation of the First Lien Administrative Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and have no obligation to hold such Pledged or Controlled Collateral), (i) if the Second Lien Obligations are outstanding at such time, to the Second Lien Administrative Agent, and (ii) if no Second Lien Obligations are outstanding at such time, to the applicable Grantor or to whomever shall be entitled thereto, in each case so Collateral as to allow such Person to obtain possession and control of such Pledged or Controlled Collateral. In connection with any transfer under clause (i) of the immediately preceding sentence, subject to the provisions of Section 5.01(d), the First Lien Administrative Agent agrees to take all actions in its power as shall be reasonably requested by the Second Lien Administrative Agent to permit the Second Lien Administrative Agent to obtain, for the benefit of the Second Lien Secured Parties, a first priority security interest in the Pledged or Controlled Collateral, and the Grantors hereby consent, and direct the First Lien Administrative Agent and the First Lien Secured Parties to, deliver such Pledged or Controlled Collateral to the Second Lien Administrative Agentbailee. (d) The First Lien Administrative Agent shall not be required to take any such action requested by the Second Lien Administrative Agent that the First Lien Administrative Agent in good faith believes exposes it to personal liability for expenses or other amounts unless the First Lien Administrative Agent receives an indemnity satisfactory to it from the Second Lien Administrative Agent or Second Lien Secured Parties with respect to such action.

Bailment for Perfection of Certain Security Interests. (a) The First Lien Administrative Collateral Agent agrees that if it shall at any time hold a First Priority Lien on any Collateral that can be perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the First Lien Administrative Collateral Agent, or of agents or bailees of the First Lien Administrative Collateral Agent (such Collateral being referred to herein as the “Pledged or Controlled Collateral”), the First Lien Administrative Collateral Agent shall, solely for the purpose of perfecting the Second Priority Liens granted under the Second Lien Loan Documents and subject to the terms and conditions o of this Article V, also hold such Pledged or Controlled Collateral as bailee and agent for the Second Lien Administrative AgentCollateral Agent (such bailment or agency for perfection being intended, among other things, to satisfy the requirements of Sections 8-301(A)(2) and 9-313(C) of the UCC). The First Lien Administrative Collateral Agent shall not charge the Second Lien Secured Parties a fee for holding such Collateral as bailee pursuant hereto. (b) S So long as the Discharge of First Lien Obligations has not occurred, the First Lien Administrative Collateral Agent shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of this Agreement and the other First Lien LoanDocuments Loan Documents as if the Second Priority Liens did not exist until the expiration of the Xxxx still Standstill Period or such longer period as provided under Section 3.02 (a) 3.02(a). The obligations and responsibilities of the First Lien Administrative Collateral Agent to the Second Lien Administrative Collateral Agent and the other Second Lien Secured Parties under this Article V shall be limited solely to holding or controlling the Pledged or Controlled Collateral as bailee in accordance with this Article V. Without limiting the foregoing, the First Lien Administrative Collateral Agent shall have no obligation or responsibility to ensure that any Pledged or Controlled Collateral is genuine or owned by any of the Grantors. The First Lien Administrative Collateral Agent acting pursuant to this Article V shall not, by reason of this Agreement, any other Security Document Instrument or any other document, have a fiduciary relationship in respect of any other First Lien Secured Party, the Second Lien Administrative Collateral Agent or any other Second Lien Secured Party. (c) Upon the Discharge of First Lien Obligations, the First Lien Administrative Collateral Agent shall transfer the possession and control of the Pledged or Controlled Collateral, together with any necessary endorsements but without recourse or warranty (other than a representation of the First Lien Administrative Collateral Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such Pledged or Controlled Collateral), (i) if the Second Lien Obligations are outstanding at such time, to the Second Lien Administrative Collateral Agent, and (ii) if no Second Lien Obligations are outstanding at such time, to the applicable Grantor or to whomever shall be entitled thereto, in each case so as to allow such Person to obtain possession and control of such Pledged or Controlled Collateral. In connection with any transfer under clause (i) of the immediately preceding sentence, subject to the provisions of Section 5.01(d), the First Lien Administrative Collateral Agent agrees to take all actions in its power as shall be reasonably requested by the Second Lien Administrative Collateral Agent or any Second Lien Secured Party to permit the Second Lien Administrative Collateral Agent to obtain, for the benefit of the Second Lien Secured Parties, a first priority security interest in the Pledged or Controlled Collateral, and the Grantors hereby consent, and direct the First Lien Administrative Agent and the First Lien Secured Parties to, deliver such Pledged or Controlled Collateral to the Second Lien Administrative Agent. (d) The First Lien Administrative Collateral Agent shall not be required to take any such action requested by the Second Lien Administrative Collateral Agent that the First Lien Administrative Collateral Agent reasonably and in good faith believes exposes it to personal liability for expenses or other amounts unless the First Lien Administrative Collateral Agent receives an indemnity reasonably satisfactory to it from the Second Lien Administrative Collateral Agent or Second Lien Secured Parties with respect to such action.

Bailment for Perfection of Certain Security Interests. (a) The First Lien Administrative Collateral Agent agrees that if it shall at any time hold a First Priority Lien on any Collateral that can be perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the First Lien Administrative Collateral Agent, or of agents or bailees of the First Lien Administrative Collateral Agent (such Collateral being referred to herein as the “"Pledged or Controlled Collateral”"), the First Lien Administrative Collateral Agent shall, solely for the purpose of perfecting the Second Priority Liens granted under the Second Lien Loan Documents and subject to the terms and conditions o of this Article V, also hold such Pledged or Controlled Collateral as gratuitous bailee for the Second Lien Administrative Collateral Agent. The First Lien Administrative Agent shall not charge the Second Lien Secured Parties a fee for holding such Collateral as bailee pursuant hereto. (b) S For purposes of this Article, so long as the Discharge of First Lien Obligations has not occurred, the First Lien Administrative Collateral Agent shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of this Agreement and the other First Lien LoanDocuments Loan Documents as if the Second Priority Liens did not exist until the expiration of the Xxxx still Period or such longer period as provided under Section 3.02 (a) exist. The obligations and responsibilities of the First Lien Administrative Collateral Agent to the Second Lien Administrative Collateral Agent and the other Second Lien Secured Parties under this Article V shall be limited solely to holding or controlling the Pledged or Controlled Collateral as gratuitous bailee in accordance with this Article V. Without limiting the foregoing, the First Lien Administrative Collateral Agent shall have no obligation or responsibility to ensure that any Pledged or Controlled Collateral is genuine or owned by any of the Grantors. The First Lien Administrative Collateral Agent acting pursuant to this Article V shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any other First Lien Secured Party, the Second Lien Administrative Collateral Agent or any other Second Lien Secured Party. (c) Upon the Discharge of First Lien Obligations, the First Lien Administrative Collateral Agent shall transfer the possession and control of the Pledged or Controlled Collateral, together with any necessary endorsements but without recourse or warranty (other than a representation of the First Lien Administrative Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such Pledged or Controlled Collateral)warranty, (i) if the Second Lien Obligations are outstanding at such time, to the Second Lien Administrative Agent, Collateral Agent and (ii) if no Second Lien Obligations are outstanding at such time, to the applicable Grantor or to whomever shall be entitled theretoGrantor, in each case so as to allow such Person person to obtain possession and control of such Pledged or Controlled Collateral. In connection with any transfer under clause (i) of the immediately preceding sentence, subject to the provisions of Section 5.01(d), the First Lien Administrative Collateral Agent agrees shall deliver any notices (including, without limitation, notices to appropriate parties, that the First Lien Collateral Agent has ceased to be the "Controlling Party" and notices of termination pursuant to control agreements) and take all actions in its power as shall be reasonably requested by the Second Lien Administrative Collateral Agent to permit the Second Lien Administrative Collateral Agent to obtain, for the benefit of the Second Lien Secured Parties, a first priority security interest in the Pledged or Controlled CollateralCollateral or as directed by a court of competent jurisdiction. Until the Second Lien Collateral Agent obtains, and for the Grantors hereby consentbenefit of the Second Lien Secured Parties, and direct a first priority secured interest in the Pledged or Controlled Collateral pursuant to this section, the First Lien Administrative Collateral Agent, for itself and on behalf of each other First Lien Secured Party, hereby appoints the Second Lien Collateral Agent, and any officer or agent of the Second Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each First Lien Secured Party for the limited purpose of carrying out the provisions of this Section and taking any action and executing any instrument that the Second Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section, which appointment is irrevocable and coupled with an interest. (d) In the event that any Second Lien Secured Party takes possession of or has "control" (as such term is used in the Uniform Commercial Code as in effect in each applicable jurisdiction) over any Collateral for purposes of perfecting its Lien therein, such Second Lien Secured Party shall be deemed to be holding such Collateral as representative for the Second Lien Secured Parties solely for purposes of perfection of its Lien under the Uniform Commercial Code; provided that such Second Lien Secured Party shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral for the First Lien Secured Parties toand, deliver such Pledged or Controlled Collateral to the Second Lien Administrative Agent. (d) The each First Lien Administrative Agent shall not be required to take any such action requested by Secured Party hereby waives and releases the Second Lien Administrative Agent that the First Lien Administrative Agent in good faith believes exposes it to personal liability for expenses or other amounts unless the First Lien Administrative Agent receives an indemnity satisfactory to it from the Second Lien Administrative Agent or Second Lien Secured Parties with respect from all claims and liabilities arising pursuant to its role as such actionrepresentative, except for claims and liabilities arising from gross negligence or willful misconduct as finally determined pursuant to a final order of a court of competent jurisdiction. (e) It is understood and agreed that this Section 5 is intended solely to assure continuous perfection of the Liens granted under the applicable Documents, and nothing in this Section 5 shall be deemed or construed as altering the priorities or obligations set forth elsewhere in this Agreement.

Bailment for Perfection of Certain Security Interests. (a) The First Lien Administrative Agent agrees that if it shall at any time hold a First Priority Lien on any Collateral that can be perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the First Lien Administrative Agent, or of agents or bailees of the First Lien Administrative Agent (such Collateral being referred to herein as the “Pledged or Controlled Collateral”), the First Lien Administrative Agent shall, solely for the purpose of perfecting the Second Priority Liens granted under the Second Lien Loan Documents and subject to the terms and conditions o of this Article V, also hold such Pledged or Controlled Collateral as gratuitous bailee for the Second Lien Administrative Agent. The First Lien Administrative Agent shall not charge the Second Lien Secured Parties a fee for holding such Collateral as bailee pursuant hereto. (b) S So long as the Discharge of First Lien Obligations has not occurred, the First Lien Administrative Agent shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of this Agreement and the other First Lien LoanDocuments Loan Documents as if the Second Priority Liens did not exist until the expiration of the Xxxx still Period or such longer period as provided under Section 3.02 (a) exist. The obligations and responsibilities of the First Lien Administrative Agent to the Second Lien Administrative Agent and the other Second Lien Secured Parties under this Article V shall be limited solely to holding or controlling the Pledged or Controlled Collateral as gratuitous bailee in accordance with this Article V. Without limiting the foregoing, the First Lien Administrative Agent shall have no obligation or responsibility to ensure that any Pledged or Controlled Collateral is genuine or owned by any of the Grantors. The First Lien Administrative Agent acting pursuant to this Article V shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any other First Lien Secured Party, the Second Lien Administrative Agent or any other Second Lien Secured Party. (c) Upon the Discharge of First Lien Obligations, the First Lien Administrative Agent shall transfer the possession and control of the Pledged or Controlled Collateral, together with any necessary endorsements but without recourse or warranty (other than a representation of the First Lien Administrative Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such Pledged or Controlled Collateral)warranty, (i) if the Second Lien Obligations are outstanding at such time, to the Second Lien Administrative Agent, and (ii) if no Second Lien Obligations are outstanding at such time, to the applicable Grantor or to whomever shall be entitled thereto, in each case so as to allow such Person to obtain possession and control of such Pledged or Controlled Collateral. In connection with any transfer under clause (i) of the immediately preceding sentence, subject to the provisions of Section 5.01(d), the First Lien Administrative Agent agrees to take all actions in its power as shall be reasonably requested by the Second Lien Administrative Agent to permit the Second Lien Administrative Agent to obtain, for the benefit of the Second Lien Secured Parties, a first priority security interest in the Pledged or Controlled Collateral, and the Grantors hereby consent, and direct the First Lien Administrative Agent and the First Lien Secured Parties to, deliver such Pledged or Controlled Collateral to the Second Lien Administrative Agent. (d) The First Lien Administrative Agent shall not be required to take any such action requested by the Second Lien Administrative Agent that the First Lien Administrative Agent in good faith believes exposes it to personal liability for expenses or other amounts unless the First Lien Administrative Agent receives an indemnity satisfactory to it from the Second Lien Administrative Agent or Second Lien Secured Parties with respect to such action.

Bailment for Perfection of Certain Security Interests. (a) The First Lien Administrative Collateral Agent agrees that if it shall at any time hold a First Priority Lien on any Collateral that can be perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the First Lien Administrative Collateral Agent, or of agents or bailees of the First Lien Administrative Collateral Agent (such Collateral being referred to herein as the “Pledged or Controlled Collateral”), the First Lien Administrative Collateral Agent shall, solely for the purpose of perfecting the Second Priority Liens granted under the Second Lien Loan Documents and subject to the terms and conditions o of this Article V, also hold such Pledged or Controlled Collateral as gratuitous bailee for the Second Lien Administrative Collateral Agent. The First Lien Administrative Agent shall not charge the Second Lien Secured Parties a fee for holding such Collateral as bailee pursuant hereto. (b) S So long as the Discharge of First Lien Obligations has not occurred, the First Lien Administrative Collateral Agent shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of this Agreement and the other First Lien LoanDocuments Loan Documents as if the Second Priority Liens did not exist until the expiration of the Xxxx still Period or such longer period as provided under Section 3.02 (a) exist. The obligations and responsibilities of the First Lien Administrative Collateral Agent to the Second Lien Administrative Collateral Agent and the other Second Lien Secured Parties under this Article V shall be limited solely to holding or controlling the Pledged or Controlled Collateral as gratuitous bailee in accordance with this Article V. Without limiting the foregoing, the First Lien Administrative Collateral Agent shall have no obligation or responsibility to ensure that any Pledged or Controlled Collateral is genuine or owned by any of the Grantors. The First Lien Administrative Collateral Agent acting pursuant to this Article V shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any other First Lien Secured Party, the Second Lien Administrative Collateral Agent or any other Second Lien Secured Party. (c) Upon the Discharge of First Lien Obligations, the First Lien Administrative Collateral Agent shall transfer the possession and control of the Pledged or Controlled Collateral, together with any necessary endorsements but without recourse or warranty (other than a representation of the First Lien Administrative Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such Pledged or Controlled Collateral)warranty, (i) if the Second Lien Obligations are outstanding at such time, to the Second Lien Administrative Collateral Agent, and (ii) if no Second Lien Obligations are outstanding at such time, to the applicable Grantor or to whomever shall be entitled theretoGrantor, in each case so as to allow such Person person to obtain possession and control of such Pledged or Controlled Collateral. In connection with any transfer under clause (i) of the immediately preceding sentence, subject to the provisions of Section 5.01(d), the First Lien Administrative Collateral Agent agrees to take all actions in its power (at the expense of the Borrower or, if not paid by or on behalf of the Borrower, at the expense of the Second Lien Collateral Agent) as shall be reasonably requested by the Second Lien Administrative Collateral Agent to permit the Second Lien Administrative Collateral Agent to obtain, for the benefit of the Second Lien Secured Parties, a first priority security interest in the Pledged or Controlled Collateral, and the Grantors hereby consent, and direct the First Lien Administrative Agent and the First Lien Secured Parties to, deliver such Pledged or Controlled Collateral to the Second Lien Administrative Agent. (d) The First Lien Administrative Agent shall not be required to take any such action requested by the Second Lien Administrative Agent that the First Lien Administrative Agent in good faith believes exposes it to personal liability for expenses or other amounts unless the First Lien Administrative Agent receives an indemnity satisfactory to it from the Second Lien Administrative Agent or Second Lien Secured Parties with respect to such action.

Bailment for Perfection of Certain Security Interests. (a) The First Lien Administrative Agent agrees that if it shall at any time hold a First Priority Lien on any Collateral that can be perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the First Lien Administrative Agent, or of agents or bailees of the First Lien Administrative Agent (such Collateral being referred to herein as the “Pledged or Controlled Collateral”), the First Lien Administrative Agent shall, solely for the purpose of perfecting the Second Priority Liens granted under the Second Lien Loan Documents and subject to the terms and conditions o of this Article V, also hold such Pledged or Controlled Collateral as bailee for the Second Lien Administrative Collateral Agent. The First Lien Administrative Agent shall not charge the Second Lien Secured Parties a fee for holding such Collateral as bailee pursuant hereto. (b) S Subject to Section 3.02(a), so long as the Discharge of First Lien Obligations has not occurred, the First Lien Administrative Agent shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of this Agreement and the other First Lien LoanDocuments Loan Documents as if the Second Priority Liens did not exist until the expiration of the Xxxx still Period or such longer period as provided under Section 3.02 (a) exist. The obligations and responsibilities of the First Lien Administrative Agent to the Second Lien Administrative Collateral Agent and the other Second Lien Secured Parties under this Article V shall be limited solely to holding or controlling the Pledged or Controlled Collateral as bailee in accordance with this Article V. Section 5.01. Without limiting the foregoing, the First Lien Administrative Agent shall have no obligation or responsibility to ensure that any Pledged or Controlled Collateral is genuine or owned by any of the Grantors. The First Lien Administrative Agent acting pursuant to this Article V shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any other First Lien Secured Party, the Second Lien Administrative Collateral Agent or any other Second Lien Secured Party. (c) Upon the Discharge of First Lien Obligations, the First Lien Administrative Agent shall transfer the possession and control of the Pledged or Controlled Collateral, together with any necessary endorsements but without recourse or warranty (other than a representation of the First Lien Administrative Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such Pledged or Controlled Collateral)warranty, (i) if the any Second Lien Obligations or Excess First Lien Obligations are outstanding at such time, to the Second Lien Administrative Collateral Agent, and (ii) if no Second Lien Obligations or Excess First Lien Obligations are outstanding at such time, to the applicable Grantor or to whomever shall be entitled thereto, in each case so as to allow such Person to obtain possession and control of such Pledged or Controlled Collateral. In connection with any transfer under clause (i) of the immediately preceding sentence, subject to the provisions of Section 5.01(d), the First Lien Administrative Agent agrees to take all such actions in its power as shall be reasonably requested by the Second Lien Administrative Collateral Agent to permit the Second Lien Administrative Collateral Agent to obtain, for the benefit of the Second Lien Secured Parties, a first priority security interest in the Pledged or Controlled Collateral, and the Grantors hereby consent, and direct the First Lien Administrative Agent and the First Lien Secured Parties to, deliver such Pledged or Controlled Collateral to the Second Lien Administrative Collateral Agent. (d) The First Lien Administrative Agent shall not be required to take any such action requested by the Second Lien Administrative Collateral Agent pursuant to Section 5.01(c) that the First Lien Administrative Agent in good faith believes exposes it to personal any liability for expenses or other amounts unless the First Lien Administrative Agent receives an indemnity with respect to such action reasonably satisfactory to it from the Second Lien Collateral Agent and Second Lien Secured Parties. (e) Following the Discharge of First Lien Obligations, and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of this Agreement and the other Second Lien Loan Documents as if the First Priority Liens did not exist. The obligations and responsibilities of the Second Lien Collateral Agent to the First Lien Administrative Agent and the other First Lien Secured Parties under this Article V shall be limited solely to holding or controlling the Pledged or Controlled Collateral as bailee in accordance with this Section 5.01. Without limiting the foregoing, the Second Lien Collateral Agent shall have no obligation or responsibility to ensure that any Pledged or Controlled Collateral is genuine or owned by any of the Grantors. The Second Lien Collateral Agent acting pursuant to this Article V shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any other Second Lien Secured Party, the First Lien Administrative Agent or any other First Lien Secured Party. (f) Upon the Discharge of Second Lien Obligations, the Second Lien Collateral Agent shall transfer the possession and control of the Pledged or Controlled Collateral, together with any necessary endorsements but without recourse or warranty, (i) if any Excess First Lien Obligations are outstanding at such time, to the First Lien Administrative Agent, and (ii) if no Second Lien Obligations or Excess Second Lien Obligations are outstanding at such time, to the applicable Grantor or to whomever shall be entitled thereto, in each case so as to allow such Person to obtain possession and control of such Pledged or Controlled Collateral. In connection with any transfer under clause (i) of the immediately preceding sentence, subject to the provisions of Section 5.01(g), the Second Lien Collateral Agent agrees to take such actions in its power as shall be reasonably requested by the First Lien Administrative Agent to permit the First Lien Administrative Agent to obtain, for the benefit of the First Lien Secured Parties, a first priority security interest in the Pledged or Controlled Collateral, and the Grantors hereby consent, and direct the Second Lien Collateral Agent and the Second Lien Secured Parties to, deliver such Pledged or Controlled Collateral to the First Lien Administrative Agent. (g) The Second Lien Collateral Agent shall not be required to take any such action requested by the First Lien Administrative Agent pursuant to Section 5.01(f) that the Second Lien Collateral Agent in good faith believes exposes it to any liability for expenses or other amounts unless the Second Lien Collateral Agent receives an indemnity with respect to such actionaction reasonably satisfactory to it from the First Lien Administrative Agent and First Lien Secured Parties. (h) Upon the repayment in full, in cash, of Excess First Lien Obligations, the First Lien Administrative Agent shall transfer the possession and control of the Pledged or Controlled Collateral, together with any necessary endorsements but without recourse or warranty, (i) if any Excess Second Lien Obligations are outstanding at such time, to the Second Lien Collateral Agent, and (ii) if no Excess Second Lien Obligations are outstanding at such time, to the applicable Grantor or to whomever shall be entitled thereto, in each case so as to allow such Person to obtain possession and control of such Pledged or Controlled Collateral. In connection with any transfer under clause (i) of the immediately preceding sentence, subject to the provisions of Section 5.01(d), the Second Lien Collateral Agent agrees to take such actions in its power as shall be reasonably requested by the First Lien Administrative Agent to permit the First Lien Administrative Agent to obtain, for the benefit of the First Lien Secured Parties, a first priority security interest in the Pledged or Controlled Collateral, and the Grantors hereby consent, and direct the Second Lien Collateral Agent and the Second Lien Secured Parties to, deliver such Pledged or Controlled Collateral to the First Lien Administrative Agent (i) Following the Discharge of First Lien Obligations and the repayment in full, in cash, of Excess First Lien Obligations, and upon the Discharge of Second Lien Obligations and the repayment in full, in cash, of Excess Second Lien Obligations, the Second Lien Collateral Agent shall transfer the possession and control of the Pledged or Controlled Collateral, together with any necessary endorsements but without recourse or warranty, to the applicable Grantor or to whomever shall be entitled thereto, in each case so as to allow such Person to obtain possession and control of such Pledged or Controlled Collateral.

Bailment for Perfection of Certain Security Interests. (a) The First Lien Revolving Facility Administrative Agent agrees that if it shall at any time hold a First Priority Revolving Facility Lien on any Shared Collateral that can be perfected by the possession or control of such Shared Collateral or of any account in which such Shared Collateral is held, and if such Shared Collateral or any such account is in fact in the possession or under the control of the First Lien Revolving Facility Administrative Agent, or of agents or bailees of the First Lien Revolving Facility Administrative Agent (such Shared Collateral being referred to herein as the “Pledged or Controlled Collateral”), the First Lien Revolving Facility Administrative Agent shall, solely for the purpose of perfecting the Second Priority Term Facility Liens granted under the Second Lien Term Facility Loan Documents and subject to the terms and conditions o of this Article V, also hold such Pledged or Controlled Collateral as bailee for the Second Lien Term Facility Administrative Agent. The First Lien Revolving Facility Administrative Agent shall not charge the Second Lien Term Facility Secured Parties a fee for holding such Pledged or Controlled Collateral as bailee pursuant hereto. (b) S So long as the Discharge of First Lien Revolving Facility Obligations has not occurred, the First Lien Revolving Facility Administrative Agent shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of this Agreement and the other First Lien LoanDocuments as if the Second Priority Liens did not exist Revolving Facility Loan Documents until the expiration of the Xxxx still Standstill Period or such longer period as provided under Section 3.02 (a) 3.02(a). The obligations and responsibilities of the First Lien Revolving Facility Administrative Agent to the Second Lien Term Facility Administrative Agent and the other Second Lien Term Facility Secured Parties under this Article V shall be limited solely to holding or controlling the Pledged or Controlled Collateral as bailee in accordance with this Article V. Without limiting the foregoing, the First Lien Revolving Facility Administrative Agent shall have no obligation or responsibility to ensure that any Pledged or Controlled Collateral is genuine or owned by any of the Grantors. The First Lien Revolving Facility Administrative Agent acting pursuant to this Article V or otherwise hereunder shall not, by reason of this Agreement, any other Security Document Instrument or any other document, have a fiduciary relationship in respect of any other First Lien Revolving Facility Secured Party, the Second Lien Term Facility Administrative Agent or any other Second Lien Term Facility Secured Party. (c) Upon the Discharge of First Lien Revolving Facility Obligations, the First Lien Revolving Facility Administrative Agent shall transfer the possession and control of the Pledged or Controlled Collateral, together with any necessary endorsements but without recourse or warranty (other than a representation of the First Lien Revolving Facility Administrative Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such Pledged or Controlled Collateral), (i) if the Second Lien Term Facility Obligations are outstanding at such time, to the Second Lien Term Facility Administrative Agent, and (ii) if no Second Lien Term Facility Obligations are outstanding at such time, to the applicable Grantor or to whomever shall be entitled thereto, in each case so as to allow such Person to obtain possession and control of such Pledged or Controlled Collateral. In connection with any transfer under clause (i) of the immediately preceding sentence, subject to the provisions of Section 5.01(d), the First Lien Revolving Facility Administrative Agent agrees to take all actions in its power as shall be reasonably requested by the Second Lien Term Facility Administrative Agent to permit the Second Lien Term Facility Administrative Agent to obtain, for the benefit of the Second Lien Term Facility Secured Parties, a first priority security interest in the Pledged or Controlled Collateral, and the Grantors hereby consent, and direct the First Lien Administrative Agent and the First Lien Secured Parties to, deliver such Pledged or Controlled Collateral to the Second Lien Administrative Agent. (d) The First Lien Revolving Facility Administrative Agent shall not be required to take any such action requested by the Second Lien Term Facility Administrative Agent that the First Lien Revolving Facility Administrative Agent in good faith believes exposes it to personal liability for expenses or other amounts unless the First Lien Revolving Facility Administrative Agent receives an indemnity satisfactory to it from the Second Lien Term Facility Administrative Agent or Second Lien Term Facility Secured Parties with respect to such action.

Bailment for Perfection of Certain Security Interests. (a) The First Lien Administrative Agent agrees that if it shall at any time hold a First Priority Lien on any Collateral that can be perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the First Lien Administrative Agent, or of agents or bailees of the First Lien Administrative Agent (such Collateral being referred to herein as the “Pledged or Controlled Collateral”), the First Lien Administrative Agent shall, solely for the purpose of perfecting the Second Priority Liens granted under the Second Lien Loan Documents and subject to the terms and conditions o of this Article V, also hold such Pledged or Controlled Collateral as bailee for the Second Lien Administrative Agent. The First Lien Administrative Agent shall not charge the Second Lien Secured Parties a fee for holding such Collateral as bailee pursuant hereto. (b) S So long as the Discharge of First Lien Obligations has not occurred, the First Lien Administrative Agent shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of this Agreement and the other First Lien LoanDocuments Loan Documents as if the Second Priority Liens did not exist until the expiration of the Xxxx still Standstill Period or such longer period as provided under Section 3.02 (a) 3.02(a). The obligations and responsibilities of the First Lien Administrative Agent to the Second Lien Administrative Agent and the other Second Lien Secured Parties under this Article V shall be limited solely to holding or controlling the Pledged or Controlled Collateral as bailee in accordance with this Article V. Without limiting the foregoing, the First Lien Administrative Agent shall have no obligation or responsibility to ensure that any Pledged or Controlled Collateral is genuine or owned by any of the Grantors. The First Lien Administrative Agent acting pursuant to this Article V shall not, by reason of this Agreement, any other Security Document Instrument or any other document, have a fiduciary relationship in respect of any other First Lien Secured Party, the Second Lien Administrative Agent or any other Second Lien Secured Party. (c) Upon the Discharge of First Lien Obligations, the First Lien Administrative Agent shall transfer the possession and control of the Pledged or Controlled Collateral, together with any necessary endorsements but without recourse or warranty (other than a representation of the First Lien Administrative Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such Pledged or Controlled Collateral), (i) if the Second Lien Obligations are outstanding at such time, to the Second Lien Administrative Agent, and (ii) if no Second Lien Obligations are outstanding at such time, to the applicable Grantor or to whomever shall be entitled thereto, in each case so as to allow such Person to obtain possession and control of such Pledged or Controlled Collateral. In connection with any transfer under clause (i) of the immediately preceding sentence, subject to the provisions of Section 5.01(d), the First Lien Administrative Agent agrees to take all actions in its power as shall be reasonably requested by the Second Lien Administrative Agent to permit the Second Lien Administrative Agent to obtain, for the benefit of the Second Lien Secured Parties, a first priority security interest in the Pledged or Controlled Collateral, and the Grantors hereby consent, and direct the First Lien Administrative Agent and the First Lien Secured Parties to, deliver such Pledged or Controlled Collateral to the Second Lien Administrative Agent. (d) The First Lien Administrative Agent shall not be required to take any such action requested by the Second Lien Administrative Agent that the First Lien Administrative Agent in good faith believes exposes it to personal liability for expenses or other amounts unless the First Lien Administrative Agent receives an indemnity satisfactory to it from the Second Lien Administrative Agent or Second Lien Secured Parties with respect to such action.

Bailment for Perfection of Certain Security Interests. (a) The First Lien Administrative Controlling Agent agrees that if it shall at any time hold a First Priority Lien or a Second Priority Lien, as the case may be, on any Collateral that can be perfected or the priority of which can be enhanced by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the First Lien Administrative Controlling Agent, or of agents or bailees of the First Lien Administrative Controlling Agent (such Collateral being referred to herein as the “Pledged or Controlled Collateral”), the First Lien Administrative Controlling Agent shall, solely for the purpose of perfecting the Second Other Priority Liens granted under the Second Lien Loan Documents and subject to the terms and conditions o of this Article V, also (i) hold and/or maintain control of such Pledged or Controlled Collateral as gratuitous bailee for and representative (as defined in Section 1-201(35) of the Second Lien Administrative Agent. The First Lien Administrative Agent shall not charge Uniform Commercial Code as in effect in the Second Lien Secured Parties a fee State of New York) of, or as agent for, the Other Priority Agents, (ii) with respect to any securities accounts included in the Collateral, have “control” (within the meaning of Section 8-106(d)(3) of the UCC) of such securities accounts on behalf of the Other Priority Agents and (iii) with respect to any deposit accounts included in the Collateral, act as agent for holding such Collateral as bailee pursuant heretothe Other Priority Agents and any assignee. (b) S long as the Discharge of First Lien Obligations has not occurred, the First Lien Administrative The Controlling Agent shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of this Agreement and the other First Lien LoanDocuments applicable Debt Documents as if the Second Other Priority Liens did not exist until the expiration of the Xxxx still Period or such longer period as provided under Section 3.02 (a) exist. The obligations and responsibilities of the First Lien Administrative Controlling Agent to the Second Lien Administrative Agent Other Priority Agents and the other Second Lien Other Priority Secured Parties under this Article V shall be limited solely to holding or controlling the Pledged or Controlled Collateral as gratuitous bailee and representative (as defined in Section 1-201(35) of the Uniform Commercial Code as in effect in the State of New York) in accordance with this Article V. Without limiting the foregoing, the First Lien Administrative Controlling Agent shall have no obligation or responsibility to ensure that any Pledged or Controlled Collateral is genuine or owned by any of the Grantors. The First Lien Administrative Controlling Agent acting pursuant to this Article V shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any other First Lien Secured Party, the Second Lien Administrative Agent or any other Second Lien Other Priority Secured Party. (c) Upon the Discharge of First Lien ObligationsPriority Claims or the Discharge of Second Priority Claims, as applicable, the First Lien Administrative Controlling Agent shall transfer the possession and control of the Pledged or Controlled Collateral, together with any necessary endorsements but without recourse or warranty (other than a representation of the First Lien Administrative Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such Pledged or Controlled Collateral)warranty, (i) if the Second Lien Obligations Priority Claims are outstanding at such time, to the Second Lien Administrative Priority Agent, and (ii) if no Second Lien Obligations Priority Claims are outstanding at such time and any Third Priority Claims are outstanding at such time, to the Third Priority Agent, (iii) if no Second Priority Claims or Third Priority Claims are outstanding at such time and any Excess Claims are outstanding at such time, to the Persons holding such Excess Claims, and (iv) if no Second Priority Claims, no Third Priority Claims, and no Excess Claims are outstanding at such time, to the applicable Grantor or to whomever shall be entitled theretoGrantor, in each case so as to allow such Person to obtain possession and control of such Pledged or Controlled Collateral. In connection with any transfer under clause (i) of the immediately preceding sentence, subject to the provisions Controlling Agent agrees, at the expense of Section 5.01(d)the Grantors, the First Lien Administrative Agent agrees to take all actions in its power as shall be reasonably requested by the Second Lien Administrative successor Controlling Agent to permit the Second Lien Administrative such successor Controlling Agent to obtain, for the benefit of the Second Lien Other Priority Secured Parties, a first priority security interest in the Pledged or Controlled Collateral, and the Grantors hereby consent, and direct the First Lien Administrative Agent and the First Lien Secured Parties to, deliver such Pledged or Controlled Collateral to the Second Lien Administrative Agent. (d) The First Lien Administrative Agent shall not be required to take any such action requested by the Second Lien Administrative Agent that the First Lien Administrative Agent in good faith believes exposes it to personal liability for expenses or other amounts unless the First Lien Administrative Agent receives an indemnity satisfactory to it from the Second Lien Administrative Agent or Second Lien Secured Parties with respect to such action.

Bailment for Perfection of Certain Security Interests. (a) The First Lien Administrative Collateral Agent agrees that if it shall at any time hold a First Priority Lien on any Collateral that can be perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the First Lien Administrative Collateral Agent, or of agents or bailees of the First Lien Administrative Collateral Agent (such Collateral being referred to herein as the “Pledged or Controlled Collateral”), the First Lien Administrative Collateral Agent shall, solely for the purpose of perfecting the Second Priority Liens granted under the Second Lien Loan Security Documents and subject to the terms and conditions o of this Article V, also hold such Pledged or Controlled Collateral as gratuitous bailee for the Second Lien Administrative Collateral Agent. The First Lien Administrative Agent shall not charge the Second Lien Secured Parties a fee for holding such Collateral as bailee pursuant hereto. (b) S For purposes of this Article, so long as the Discharge of First Lien Obligations has not occurred, the First Lien Administrative Collateral Agent shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of this Agreement and the other First Lien LoanDocuments Loan Documents as if the Second Priority Liens thereon did not exist until the expiration of the Xxxx still Period or such longer period as provided under Section 3.02 (a) exist. The obligations and responsibilities of the First Lien Administrative Collateral Agent to the Second Lien Administrative Collateral Agent and the other Second Lien Secured Parties under this Article V shall be limited solely to holding or controlling the Pledged or Controlled Collateral as gratuitous bailee in accordance with this Article V. Without limiting the foregoing, the First Lien Administrative Collateral Agent shall have no obligation or responsibility to ensure that any Pledged or Controlled Collateral is genuine or owned by any of the Grantors. The First Lien Administrative Collateral Agent acting pursuant to this Article V shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any other First Lien Secured Party, the Second Lien Administrative Collateral Agent or any other Second Lien Secured Party. (c) Upon the Discharge of First Lien Obligations, the First Lien Administrative Collateral Agent shall transfer the possession and control of the Pledged or Controlled Collateral, together with any necessary endorsements but without recourse or warranty (other than a representation of the First Lien Administrative Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such Pledged or Controlled Collateral)warranty, (i) if the Second Lien Obligations are outstanding at such time, to the Second Lien Administrative Agent, Collateral Agent and (ii) if no Second Lien Obligations are outstanding at such time, to the applicable Grantor or to whomever shall be entitled theretoUS Grantor, in each case so as to allow such Person person to obtain possession and control of such Pledged or Controlled Collateral. In connection with any transfer under clause (i) of the immediately preceding sentence, subject to the provisions of Section 5.01(d)above, the First Lien Administrative Collateral Agent agrees to take all actions in its power as shall be reasonably requested by the Second Lien Administrative Collateral Agent to permit the Second Lien Administrative Collateral Agent to obtain, for the benefit of the Second Lien Secured Parties, a first priority security interest in the Pledged or Controlled Collateral, and the Grantors hereby consent, and direct the First Lien Administrative Agent and the First Lien Secured Parties to, deliver such Pledged Collateral or Controlled Collateral to the Second Lien Administrative Agentas directed by a court of competent jurisdiction. (d) The First Lien Administrative Agent shall not be required to take any such action requested by the Second Lien Administrative Agent that the First Lien Administrative Agent in good faith believes exposes it to personal liability for expenses or other amounts unless the First Lien Administrative Agent receives an indemnity satisfactory to it from the Second Lien Administrative Agent or Second Lien Secured Parties with respect to such action.

Bailment for Perfection of Certain Security Interests. (a) The First Lien Administrative Agent Representative agrees that if it shall at any time hold a First Priority Lien on any Pledged or Controlled Collateral that can be perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Pledged or Controlled Collateral or any such account is in fact in the possession or under the control of the First Lien Administrative AgentRepresentative, or of agents or bailees of the First Lien Administrative Agent (such Collateral being referred to herein as the “Pledged or Controlled Collateral”)Representative, the First Lien Administrative Agent Representative shall, solely for the purpose of perfecting by possession or control, as applicable, the Second Priority Liens granted under the Second Lien Loan Documents and subject to the terms and conditions o of this Article V, also hold and control such Pledged or Controlled Collateral as gratuitous bailee and gratuitous agent for the Second Lien Administrative Agent. The First Lien Administrative Agent shall not charge Representative and hereby acknowledges that it has control of any Pledged or Controlled Collateral in its control on behalf of and for the benefit of the Second Lien Secured Parties a fee for holding such Collateral as bailee pursuant heretoRepresentative. (b) S So long as the Discharge of First Lien Secured Obligations has not occurred, the First Lien Administrative Agent Representative shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of this Agreement and the other First Lien LoanDocuments Loan Documents and applicable law as if the Second Priority Liens did not exist until the expiration of the Xxxx still Period or such longer period as provided under Section 3.02 (a) exist. The obligations and responsibilities of the First Lien Administrative Agent Representative to the Second Lien Administrative Agent Representative and the other Second Lien Secured Parties under this Article V shall be limited solely to holding or controlling the Pledged or Controlled Collateral as gratuitous bailee or gratuitous agent for the Second Lien Representative, and transferring the Pledged or Controlled Collateral, in accordance with each case, subject to the terms and conditions of this Article V. Without limiting the foregoing, the First Lien Administrative Agent Representative shall have no obligation or responsibility to ensure that any Pledged or Controlled Collateral is genuine or owned by any of the GrantorsGrantors or to preserve the rights or benefits of any Person. The First Lien Administrative Agent Representative acting pursuant to this Article V shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any other First Lien Secured Party, the Second Lien Administrative Agent Representative or any other Second Lien Secured Party. The parties recognize that the interest of the First Lien Representative, on the one hand, and the Second Lien Representative and the other Second Lien Secured Parties, on the other hand, may differ, and the First Lien Representative may act in its own interest without taking into account the interest of the Second Lien Representative or any other Second Lien Secured Party. (c) Upon the Discharge of First Lien Secured Obligations, the First Lien Administrative Agent Representative shall transfer the possession and control of the Pledged or Controlled CollateralCollateral (other than with respect to any deposit account as to which control is maintained pursuant to Section 9-104(a)(1) of the Uniform Commercial Code), together with any necessary endorsements but without recourse recourse, representation or warranty (other than a representation of the First Lien Administrative Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such Pledged or Controlled Collateral)warranty, (i) if the Second Lien Secured Obligations are outstanding at such time, to the Second Lien Administrative AgentRepresentative, and (ii) if no Second Lien Secured Obligations are outstanding at such time, to the applicable Grantor or to whomever shall be entitled theretoGrantor, in each case so as to allow such Person to obtain possession and control of such Pledged or Controlled Collateral. In connection with any transfer under clause (i) of the immediately preceding sentence, subject to the provisions of Section 5.01(d), the First Lien Administrative Agent Representative agrees to take all commercially reasonable actions in its power as shall be reasonably requested by the Second Lien Administrative Agent Representative to permit the Second Lien Administrative Agent Representative to obtain, for the benefit of the Second Lien Secured Parties, a first priority security interest in the Pledged or Controlled Collateral, and the Grantors hereby consent, and direct the First Lien Administrative Agent and the First Lien Secured Parties to, deliver such Pledged or Controlled Collateral to the Second Lien Administrative Agent. (d) The Second Lien Representative agrees that if it shall at any time prior to the Discharge of First Lien Administrative Agent Secured Obligations hold a Second Priority Lien on any Pledged or Controlled Collateral and if, notwithstanding the provisions of this Agreement (and disregarding any control the Second Lien Representative might have solely as a result of the foregoing provisions of this Article V), such Pledged or Controlled Collateral is in fact in the possession or under the control of the Second Lien Representative, or of agents or bailees of the Second Lien Representative, the Second Lien Representative shall not (i) solely for the purpose of perfecting by possession or control, as applicable, the First Priority Liens granted under the First Lien Loan Documents, also hold and control such Pledged or Controlled Collateral as gratuitous bailee and gratuitous agent for the First Lien Representative (and hereby acknowledges that it has control of any Pledged or Controlled Collateral in its control on behalf of and for the benefit of the First Lien Representative), (ii) promptly inform the First Lien Representative thereof and (iii) other than with respect to any deposit account as to which control is maintained pursuant to Section 9-104(a)(1) of the Uniform Commercial Code, transfer the possession and control of such Pledged or Controlled Collateral, together with any necessary endorsements but without recourse, representation or warranty, to the First Lien Representative and, in connection therewith, take all commercially reasonable actions as shall be required to take any such action reasonably requested by the Second First Lien Administrative Agent that Representative to permit the First Lien Administrative Agent in good faith believes exposes it Representative to personal liability obtain, for expenses or other amounts unless the benefit of the First Lien Administrative Agent receives an indemnity satisfactory to it from the Second Lien Administrative Agent Secured Parties, a first priority security interest in such Pledged or Second Lien Secured Parties with respect to such actionControlled Collateral.

Bailment for Perfection of Certain Security Interests. (a) The First Lien Administrative Collateral Agent agrees that if it shall at any time hold a First Priority Lien on any Collateral that can be perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the First Lien Administrative Collateral Agent, or of agents or bailees of the First Lien Administrative Collateral Agent (such Collateral being referred to herein as the “"Pledged or Controlled Collateral”"), the First Lien Administrative Collateral Agent shall, solely for the purpose of perfecting the Second Priority Guaranty Liens granted under the Second Lien Loan Documents and subject to the terms and conditions o of this Article V, also hold such Pledged or Controlled Collateral as gratuitous bailee for the Second Lien Administrative Collateral Agent. The First Lien Administrative Agent shall not charge the Second Lien Secured Parties a fee for holding such Collateral as bailee pursuant hereto. (b) S For purposes of this Article, so long as the Discharge of First Lien Obligations has not occurred, the First Lien Administrative Collateral Agent shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of this Agreement and the other First Lien LoanDocuments Loan Documents as if the Second Priority Liens did not exist until the expiration of the Xxxx still Period or such longer period as provided under Section 3.02 (a) exist. The obligations and responsibilities of the First Lien Administrative Collateral Agent to the Second Lien Administrative Collateral Agent and the other Second Lien Secured Parties under this Article V shall be limited solely to holding or controlling the Pledged or Controlled Collateral as gratuitous bailee in accordance with this Article V. Without limiting the foregoing, the First Lien Administrative Collateral Agent shall have no obligation or responsibility to ensure that any Pledged or Controlled Collateral is genuine or owned by any of the Grantors. The First Lien Administrative Collateral Agent acting pursuant to this Article V shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any other First Lien Secured Party, the Second Lien Administrative Collateral Agent or any other Second Lien Secured Party. (c) Upon the Discharge of First Lien Obligations, the First Lien Administrative Collateral Agent shall transfer the possession and control of the Pledged or Controlled Collateral, together with any necessary endorsements but without recourse or warranty (other than a representation of the First Lien Administrative Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such Pledged or Controlled Collateral)warranty, (i) if the Second Lien Obligations are outstanding at such time, to the Second Lien Administrative Agent, Collateral Agent and (ii) if no Second Lien Obligations are outstanding at such time, to the applicable Grantor or to whomever shall be entitled theretoGrantor, in each case so as to allow such Person person to obtain possession and control of such Pledged or Controlled Collateral. In connection with any transfer under clause (i) of the immediately preceding sentence, subject to the provisions of Section 5.01(d), the First Lien Administrative Collateral Agent agrees shall deliver any notices (including, without limitation, notices to appropriate parties, that the First Lien Collateral Agent has ceased to be the "Controlling Party" and notices of termination pursuant to control agreements) and take all actions in its power as shall be reasonably requested by the Second Lien Administrative Collateral Agent to permit the Second Lien Administrative Collateral Agent to obtain, for the benefit of the Second Lien Secured Parties, a first priority security interest in the Pledged or Controlled CollateralCollateral or as directed by a court of competent jurisdiction. Until the Second Lien Collateral Agent obtains, and for the Grantors hereby consentbenefit of the Second Lien Secured Parties, and direct a first priority secured interest in the Pledged or Controlled Collateral pursuant to this section, the First Lien Administrative Collateral Agent, for itself and on behalf of each other First Lien Secured Party, hereby appoints the Second Lien Collateral Agent, and any officer or agent of the Second Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each First Lien Secured Party for the limited purpose of carrying out the provisions of this Section and taking any action and executing any instrument that the Second Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section, which appointment is irrevocable and coupled with an interest. (d) In the event that any Second Lien Secured Party takes possession of or has "control" (as such term is used in the Uniform Commercial Code as in effect in each applicable jurisdiction) over any Collateral for purposes of perfecting its Lien therein, such Second Lien Secured Party shall be deemed to be holding such Collateral as representative for the Second Lien Secured Parties solely for purposes of perfection of its Lien under the Uniform Commercial Code; provided that such Second Lien Secured Party shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral for the First Lien Secured Parties toand, deliver such Pledged or Controlled Collateral to the Second Lien Administrative Agent. (d) The each First Lien Administrative Agent shall not be required to take any such action requested by Secured Party hereby waives and releases the Second Lien Administrative Agent that the First Lien Administrative Agent in good faith believes exposes it to personal liability for expenses or other amounts unless the First Lien Administrative Agent receives an indemnity satisfactory to it from the Second Lien Administrative Agent or Second Lien Secured Parties with respect from all claims and liabilities arising pursuant to its role as such actionrepresentative, except for claims and liabilities arising from gross negligence or willful misconduct as finally determined pursuant to a final order of a court of competent jurisdiction. (e) It is understood and agreed that this Section 5 is intended solely to assure continuous perfection of the Liens granted under the applicable Documents, and nothing in this Section 5 shall be deemed or construed as altering the priorities or obligations set forth elsewhere in this Agreement.

Bailment for Perfection of Certain Security Interests. (a) The First Lien Administrative Agent Super Senior Representative agrees that if it shall at any time hold a First Super Priority Lien on any Pledged or Controlled Collateral that can be perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Pledged or Controlled Collateral or any such account is in fact in the possession or under the control of the First Lien Administrative AgentSuper Senior Representative, or of agents or bailees of the First Lien Administrative Agent (such Collateral being referred to herein as the “Pledged or Controlled Collateral”)Super Senior Representative, the First Lien Administrative Agent Super Senior Representative shall, solely for the purpose of perfecting by possession or control, as applicable, the Second First Priority Liens granted under the Second First Lien Loan Documents and subject to the terms and conditions o of this Article V, also hold and control such Pledged or Controlled Collateral as gratuitous bailee and gratuitous agent for the Second Lien Administrative Agent. The First Lien Administrative Agent shall not charge Representative and hereby acknowledges that it has control of any Pledged or Controlled Collateral in its control on behalf of and for the Second benefit of the First Lien Secured Parties a fee for holding such Collateral as bailee pursuant heretoRepresentative. (b) S So long as the Discharge of First Lien Super Senior Secured Obligations has not occurred, the First Lien Administrative Agent Super Senior Representative shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of this Agreement and the other First Lien LoanDocuments Super Senior Loan Documents and applicable law as if the Second First Priority Liens did not exist until the expiration of the Xxxx still Period or such longer period as provided under Section 3.02 (a) exist. The obligations and responsibilities of the Super Senior Representative to the First Lien Administrative Agent to the Second Lien Administrative Agent Representative and the other Second First Lien Secured Parties under this Article V shall be limited solely to holding or controlling the Pledged or Controlled Collateral as gratuitous bailee or gratuitous agent for the First Lien Representative, and transferring the Pledged or Controlled Collateral, in accordance with each case, subject to the terms and conditions of this Article V. Without limiting the foregoing, the First Lien Administrative Agent Super Senior Representative shall have no obligation or responsibility to ensure that any Pledged or Controlled Collateral is genuine or owned by any of the GrantorsGrantors or to preserve the rights or benefits of any Person. The First Lien Administrative Agent Super Senior Representative acting pursuant to this Article V shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any other Super Senior Secured Party, the First Lien Representative or any other First Lien Secured Party. The parties recognize that the interest of the Super Senior Representative, on the Second one hand, and the First Lien Administrative Agent Representative and the other First Lien Secured Parties, on the other hand, may differ, and the Super Senior Representative may act in its own interest without taking into account the interest of the First Lien Representative or any other Second First Lien Secured Party. (c) Upon the Discharge of First Lien Super Senior Secured Obligations, the First Lien Administrative Agent Super Senior Representative shall transfer the possession and control of the Pledged or Controlled CollateralCollateral (other than with respect to any deposit account as to which control is maintained pursuant to Section 9-104(a)(1) of the Uniform Commercial Code), together with any necessary endorsements but without recourse recourse, representation or warranty (other than a representation of the First Lien Administrative Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such Pledged or Controlled Collateral)warranty, (i) if the Second First Lien Secured Obligations are outstanding at such time, to the Second First Lien Administrative AgentRepresentative, and (ii) if no Second First Lien Secured Obligations are outstanding at such time, to the applicable Grantor or to whomever shall be entitled theretoGrantor, in each case so as to allow such Person to obtain possession and control of such Pledged or Controlled Collateral. In connection with any transfer under clause (i) of the immediately preceding sentence, subject to the provisions of Section 5.01(d), the First Lien Administrative Agent Super Senior Representative agrees to take all commercially reasonable actions in its power as shall be reasonably requested by the Second First Lien Administrative Agent Representative to permit the Second First Lien Administrative Agent Representative to obtain, for the benefit of the Second First Lien Secured Parties, a first priority security interest in the Pledged or Controlled Collateral, and the Grantors hereby consent, and direct the First Lien Administrative Agent and the First Lien Secured Parties to, deliver such Pledged or Controlled Collateral to the Second Lien Administrative Agent. (d) The First Lien Administrative Agent Representative agrees that if it shall not at any time prior to the Discharge of Super Senior Secured Obligations hold a First Priority Lien on any Pledged or Controlled Collateral and if, notwithstanding the provisions of this Agreement (and disregarding any control the First Lien Representative might have solely as a result of the foregoing provisions of this Article V), such Pledged or Controlled Collateral (other than, in each case, in respect of the Vector Subordinated Noted Collateral) is in fact in the possession or under the control of the First Lien Representative, or of agents or bailees of the First Lien Representative, the First Lien Representative shall (i) solely for the purpose of perfecting by possession or control, as applicable, the Super Priority Liens granted under the Super Senior Loan Documents, also hold and control such Pledged or Controlled Collateral as gratuitous bailee and gratuitous agent for the Super Senior Representative (and hereby acknowledges that it has control of any Pledged or Controlled Collateral in its control on behalf of and for the benefit of the Super Senior Representative), (ii) promptly inform the Super Senior Representative thereof and (iii) other than with respect to any deposit account as to which control is maintained pursuant to Section 9-104(a)(1) of the Uniform Commercial Code, transfer the possession and control of such Pledged or Controlled Collateral, together with any necessary endorsements but without recourse, representation or warranty, to the Super Senior Representative and, in connection therewith, take all commercially reasonable actions as shall be required to take any such action reasonably requested by the Second Lien Administrative Agent that Super Senior Representative to permit the First Lien Administrative Agent Super Senior Representative to obtain, for the benefit of the Super Senior Secured Parties, a super priority security interest in good faith believes exposes it to personal liability for expenses such Pledged or other amounts unless the First Lien Administrative Agent receives an indemnity satisfactory to it from the Second Lien Administrative Agent or Second Lien Secured Parties with respect to such actionControlled Collateral.

Bailment for Perfection of Certain Security Interests. (a) The Each of Tthe First Lien Administrative Agent Representative and the Super Senior Representative agrees that if it shall at any time hold a First Priority Lien on any Pledged or Controlled Collateral that can be perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Pledged or Controlled Collateral or any such account is in fact in the possession or under the control of the First Lien Administrative AgentRepresentative or the Super Senior Representative, or of agents or bailees of the First Lien Administrative Agent (such Collateral being referred to herein Representative or the Super Senior Representative, as the “Pledged or Controlled Collateral”)applicable, the First Lien Administrative Agent Representative or Super Senior Representative, as applicable, shall, solely for the purpose of perfecting by possession or control, as applicable, the Second Priority Liens granted under the Second Lien Loan Documents and subject to the terms and conditions o of this Article V, also hold and control such Pledged or Controlled Collateral as gratuitous bailee and gratuitous agent for the Second Lien Administrative Agent. The First Lien Administrative Agent shall not charge Representative and hereby acknowledges that it has control of any Pledged or Controlled Collateral in its control on behalf of and for the benefit of the Second Lien Secured Parties a fee for holding such Collateral as bailee pursuant heretoRepresentative. (b) S So long as the Discharge of First Lien Secured Obligations has not occurred, the First Lien Administrative Agent Representative and the Super Senior Representative shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of this Agreement and the other First Lien LoanDocuments Loan Documents, the Super Senior Loan Documents and applicable law as if the Second Priority Liens did not exist until the expiration of the Xxxx still Period or such longer period as provided under Section 3.02 (a) exist. The obligations and responsibilities of the First Lien Administrative Agent Representative and the Super Senior Representative to the Second Lien Administrative Agent Representative and the other Second Lien Secured Parties under this Article V shall be limited solely to holding or controlling the Pledged or Controlled Collateral as gratuitous bailee or gratuitous agent for the Second Lien Representative, and transferring the Pledged or Controlled Collateral, in accordance with each case, subject to the terms and conditions of this Article V. Without limiting the foregoing, the First Lien Administrative Agent Representative and the Super Senior Representative shall have no obligation or responsibility to ensure that any Pledged or Controlled Collateral is genuine or owned by any of the GrantorsGrantors or to preserve the rights or benefits of any Person. The First Lien Administrative Agent Representative and the Super Senior Representative acting pursuant to this Article V shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any other First Lien Secured Party, Super Senior Secured Party, the Second Lien Administrative Agent Representative or any other Second Lien Secured Party. The parties recognize that the interest of the First Lien Representative and the Super Senior Representative, on the one hand, and the Second Lien Representative and the other Second Lien Secured Parties, on the other hand, may differ, and the First Lien Representative and the Super Senior Representative may act in its own interest without taking into account the interest of the Second Lien Representative or any other Second Lien Secured Party. (c) Upon the Discharge of First Lien Secured Obligations, the First Lien Administrative Agent Representative and the Super Senior Representative shall transfer the possession and control of the Pledged or Controlled CollateralCollateral (other than with respect to any deposit account as to which control is maintained pursuant to Section 9-104(a)(1) of the Uniform Commercial Code), together with any necessary endorsements but without recourse recourse, representation or warranty (other than a representation of the First Lien Administrative Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such Pledged or Controlled Collateral)warranty, (i) if the Second Lien Secured Obligations are outstanding at such time, to the Second Lien Administrative AgentRepresentative, and (ii) if no Second Lien Secured Obligations are outstanding at such time, to the applicable Grantor or to whomever shall be entitled theretoGrantor, in each case so as to allow such Person to obtain possession and control of such Pledged or Controlled Collateral. In connection with any transfer under clause (i) of the immediately preceding sentence, subject to the provisions each of Section 5.01(d), the First Lien Administrative Agent Representative and the Super Senior Representative agrees to take all commercially reasonable actions in its power as shall be reasonably requested by the Second Lien Administrative Agent Representative to permit the Second Lien Administrative Agent Representative to obtain, for the benefit of the Second Lien Secured Parties, a first priority security interest in the Pledged or Controlled Collateral, and the Grantors hereby consent, and direct the First Lien Administrative Agent and the First Lien Secured Parties to, deliver such Pledged or Controlled Collateral to the Second Lien Administrative Agent. (d) The Second Lien Representative agrees that if it shall at any time prior to the Discharge of First Lien Administrative Agent Secured Obligations hold a Second Priority Lien on any Pledged or Controlled Collateral and if, notwithstanding the provisions of this Agreement (and disregarding any control the Second Lien Representative might have solely as a result of the foregoing provisions of this Article V), such Pledged or Controlled Collateral is in fact in the possession or under the control of the Second Lien Representative, or of agents or bailees of the Second Lien Representative, the Second Lien Representative shall not (i) solely for the purpose of perfecting by possession or control, as applicable, the First Priority Liens granted under the First Lien Loan Documents, also hold and control such Pledged or Controlled Collateral as gratuitous bailee and gratuitous agent for the First Lien Representative (and hereby acknowledges that it has control of any Pledged or Controlled Collateral in its control on behalf of and for the benefit of the First Lien Representative), (ii) solely for the purpose of perfecting by possession or control, as applicable, the First Priority Liens granted under the Super Senior Loan Documents, also hold and control such Pledged or Controlled Collateral as gratuitous bailee and gratuitous agent for the Super Senior Representative (and hereby acknowledges that it has control of any Pledged or Controlled Collateral in its control on behalf of and for the benefit of the Super Senior Representative), (iii) promptly inform the First Lien Representative and the Super Senior Representative thereof and (iiiiv) other than with respect to any deposit account as to which control is maintained pursuant to Section 9-104(a)(1) of the Uniform Commercial Code, transfer the possession and control of such Pledged or Controlled Collateral, together with any necessary endorsements but without recourse, representation or warranty, to the Controlling First Lien Representative and, in connection therewith, take all commercially reasonable actions as shall be required to take any such action reasonably requested by the Second Controlling First Lien Administrative Agent that Representative to permit the Controlling First Lien Representative to obtain, for the benefit of the First Lien Administrative Agent in good faith believes exposes it to personal liability for expenses or other amounts unless the First Lien Administrative Agent receives an indemnity satisfactory to it from the Second Lien Administrative Agent or Second Lien Secured Parties with respect to and the Super Senior Secured Parties, a first priority security interest in such actionPledged or Controlled Collateral.

Bailment for Perfection of Certain Security Interests. (a) The First Lien Administrative Agent agrees that if it shall at any time hold a First Priority Lien on any Collateral that can be perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the First Lien Administrative Agent, or of agents or bailees of the First Lien Administrative Agent (such Collateral being referred to herein as the “Pledged or Controlled Collateral”), the First Lien Administrative Agent shall, solely for the purpose of perfecting the Second Priority Liens granted under the Second Lien Loan Documents and subject to the terms and conditions o of this Article V, also hold such Pledged or Controlled Collateral as bailee for the Second Lien Administrative Agent. The First Lien Administrative Agent shall not charge the Second Lien Secured Parties a fee for holding such Collateral as bailee pursuant hereto. (b) S So long as the Discharge of First Lien Obligations has not occurred, the First Lien Administrative Agent shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of this Agreement and the other First Lien LoanDocuments Loan Documents as if the Second Priority Liens did not exist until the expiration of the Xxxx still Standstill Period or such longer period as provided under Section 3.02 (a) The obligations and responsibilities of the First Lien Administrative Agent to the Second Lien Administrative Agent and the other Second Lien Secured Parties under this Article V shall be limited solely to holding or controlling the Pledged or Controlled Collateral as bailee in accordance with this Article V. Without limiting the foregoing, the First Lien Administrative Agent shall have no obligation or responsibility to ensure that any Pledged or Controlled Collateral is genuine or owned by any of the Grantors. The First Lien Administrative Agent acting pursuant to this Article V shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any other First Lien Secured Party, the Second Lien Administrative Agent or any other Second Lien Secured Party. (c) Upon the Discharge of First Lien Obligations, the First Lien Administrative Agent shall transfer the possession and control of the Pledged or Controlled Collateral, together with any necessary endorsements but without recourse or warranty (other than a representation of the First Lien Administrative Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such Pledged or Controlled Collateral), (i) if the Second Lien Obligations are outstanding at such time, to the Second Lien Administrative Agent, and (ii) if no Second Lien Obligations are outstanding at such time, to the applicable Grantor or to whomever shall be entitled thereto, in each case so as to allow such Person to obtain possession and control of such Pledged or Controlled Collateral. In connection with any transfer under clause (i) of the immediately preceding sentence, subject to the provisions of Section 5.01(d), the First Lien Administrative Agent agrees to take all actions in its power as shall be reasonably requested by the Second Lien Administrative Agent to permit the Second Lien Administrative Agent to obtain, for the benefit of the Second Lien Secured Parties, a first priority security interest in the Pledged or Controlled Collateral, and the Grantors hereby consent, and direct the First Lien Administrative Agent and the First Lien Secured Parties to, deliver such Pledged or Controlled Collateral to the Second Lien Administrative Agent. (d) The First Lien Administrative Agent shall not be required to take any such action requested by the Second Lien Administrative Agent that the First Lien Administrative Agent in good faith believes exposes it to personal liability for expenses or other amounts unless the First Lien Administrative Agent receives an indemnity satisfactory to it from the Second Lien Administrative Agent or Second Lien Secured Parties with respect to such action.

Bailment for Perfection of Certain Security Interests. (a) The First Lien Administrative Agent agrees that if it shall at any time hold a First Priority Lien on any Collateral that can be perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the First Lien Administrative Agent, or of agents or bailees of the First Lien Administrative Agent (such Collateral being referred to herein as the “Pledged or Controlled Collateral”), the First Lien Administrative Agent shall, solely for the purpose of perfecting the Second Priority Liens granted under the Second Lien Loan Note Documents and subject to the terms and conditions o of this Article V, also hold such Pledged or Controlled Collateral as bailee for the Second Lien Administrative AgentSecured Parties. The First Lien Administrative Agent shall not charge the Second Lien Secured Parties a fee for holding such Collateral as bailee pursuant hereto. (b) S So long as the Discharge of First Lien Non-Excluded Obligations has not occurred, the First Lien Administrative Agent shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of this Agreement and the other First Lien LoanDocuments Loan Documents as if the Second Priority Liens did not exist until the expiration of the Xxxx still Standstill Period or such longer period as provided under Section 3.02 (a) . The obligations and responsibilities of the First Lien Administrative Agent to the Second Lien Administrative Collateral Agent and the other Second Lien Secured Parties under this Article V shall be limited solely to holding or controlling the Pledged or Controlled Collateral as bailee in accordance with this Article V. Without limiting the foregoing, the First Lien Administrative Agent shall have no obligation or responsibility to ensure that any Pledged or Controlled Collateral is genuine or owned by any of the Grantors. The First Lien Administrative Agent acting pursuant to this Article V shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any other First Lien Secured Party, the Second Lien Administrative Collateral Agent or any other Second Lien Secured Party. (c) Upon the Discharge of First Lien Non-Excluded Obligations, the First Lien Administrative Agent shall transfer the possession and control of the Pledged or Controlled Collateral, together with any necessary endorsements but without recourse or warranty (other than a representation of the First Lien Administrative Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such Pledged or Controlled Collateral)) and at the Borrower’s sole cost and expense, (i) if obligations under the Second Lien Obligations Note Purchase Agreement are outstanding at such time, to the Second Lien Administrative Agent, Collateral Agent and (ii) if no Second Lien Obligations or Excess First Lien Obligations are outstanding at such time, to the applicable Grantor or to whomever shall be entitled thereto, in each case so as to allow such Person to obtain possession and control of such Pledged or Controlled Collateral. Upon the Discharge of Second Lien Obligations, if the Second Lien Collateral Agent at such time holds any Pledged or Controlled Collateral, it shall transfer the possession and control of such Pledged or Controlled Collateral, together with any necessary endorsements but without recourse or warranty and at the Borrower’s sole cost and expense, (A) if any Excess First Lien Obligations are outstanding at such time, to the First Lien Administrative Agent and (B) if no Excess First Lien Obligations are outstanding at such time, to the applicable Grantor, in each case so as to allow such Person to obtain possession and control of such Pledged or Controlled Collateral. In connection with any transfer under clause (i) of the immediately preceding sentencethis Section 5.01(c), subject to the provisions of Section 5.01(d), the First Lien Administrative Agent (and the Second Lien Collateral Agent, as applicable) agrees to take all actions in its power as shall be reasonably requested by the Second Lien Collateral Agent (or the First Lien Administrative Agent Agent, as applicable) to permit the Second Lien Collateral Agent or First Lien Administrative Agent agent, as applicable, to obtain, for the benefit of the applicable Second Lien Secured Parties or First Lien Secured Parties, a first priority security interest in the Pledged or Controlled Collateral, and . (d) Neither the Grantors hereby consent, and direct Second Lien Collateral Agent nor the First Lien Administrative Agent and the First Lien Secured Parties to, deliver such Pledged or Controlled Collateral to the Second Lien Administrative Agent. (d) The First Lien Administrative Agent shall not be required to take any such action requested by the Second Lien Administrative Agent any party that the First Lien Administrative Agent it in good faith believes exposes it to personal liability for expenses or other amounts unless the First Lien Administrative Agent it receives an indemnity satisfactory to it from the Second Lien Administrative Agent or Second Lien Secured Parties requesting party with respect to such action; provided, that nothing in this Section 5.01(d) shall require the Second Lien Collateral Agent or First Lien Administrative Agent to provide an indemnity in their individual capacity.

Bailment for Perfection of Certain Security Interests. (a) The First Lien Administrative Agent agrees that if it shall at any time hold a First Priority Lien on any Collateral that can be perfected by the possession or control of such Collateral or of any account in which such Collateral is held, in each case under the UCC, and if such Collateral or any such account is in fact in the possession or under the control of the First Lien Administrative Agent, or of agents or bailees of the First Lien Administrative Agent (such Collateral being referred to herein as the “Pledged or Controlled Collateral”), the First Lien Administrative Agent shall, solely for the purpose of perfecting the Second Priority Liens granted under the Second Lien Loan Documents and subject to the terms and conditions o of this Article V, also hold such Pledged or Controlled Collateral as collateral agent for the Second Lien Secured Parties and as bailee for the Second Lien Administrative Agent. The First Lien Administrative Agent shall not charge the Second Lien Secured Parties a fee for holding such Collateral as bailee pursuant hereto. (b) S . So long as the Discharge of First Lien Obligations has not occurred, the First Lien Administrative Agent shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of this Agreement and the other First Lien LoanDocuments Loan Documents as if the Second Priority Liens did not exist until the expiration of the Xxxx still Standstill Period or such longer period as provided under Section 3.02 (a) 3.02(a). The obligations and responsibilities of the First Lien Administrative Agent to the Second Lien Administrative Agent and the other Second Lien Secured Parties under this Article V shall be limited solely to holding or controlling the Pledged or Controlled Collateral as bailee in accordance with this Article V. Without limiting the foregoing, the First Lien Administrative Agent shall have no obligation or responsibility to ensure that any Pledged or Controlled Collateral is genuine or owned by any of the Grantors. The First Lien Administrative Agent acting pursuant to this Article V shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any other First Lien Secured Party, the Second Lien Administrative Agent or any other Second Lien Secured Party. (c) . Upon the Discharge of First Lien Obligations, the First Lien Administrative Agent shall shall, and, if requested by the Second Lien Secured Parties or the Second Lien Administrative Agent in connection with an Enforcement Action permitted under Section 3.02, the First Lien Administrative Agent shall, transfer the possession and control of the Pledged or Controlled Collateral, together with any necessary endorsements but without recourse or warranty (other than a representation of the First Lien Administrative Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such Pledged or Controlled Collateral), (i) if the Second Lien Obligations are outstanding at such time, to the Second Lien Administrative Agent, and (ii) if no Second Lien Obligations are outstanding at such time, to the applicable Grantor or to whomever shall be entitled thereto, in each case so as to allow such Person to obtain possession and control of such Pledged or Controlled Collateral. In connection with any transfer under clause (i) of the immediately preceding sentence, subject to the provisions of Section 5.01(d), the First Lien Administrative Agent agrees to take all actions in its power as shall be reasonably requested by the Second Lien Administrative Agent to permit the Second Lien Administrative Agent to obtain, for the benefit of the Second Lien Secured Parties, a first priority security interest in the Pledged or Controlled Collateral, and the Grantors hereby consent, and direct the First Lien Administrative Agent and the First Lien Secured Parties to, deliver such Pledged or Controlled Collateral to the Second Lien Administrative Agent. (d) . The First Lien Administrative Agent shall not be required to take any such action requested by the Second Lien Administrative Agent that the First Lien Administrative Agent in good faith believes exposes it to personal liability for expenses or other amounts unless the First Lien Administrative Agent receives an indemnity reasonably satisfactory to it from the Second Lien Administrative Agent or Second Lien Secured Parties with respect to such action.

Bailment for Perfection of Certain Security Interests. (a) The First Lien Administrative Collateral Agent agrees that if it shall at any time hold a First Priority Lien on any Collateral that can be perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the First Lien Administrative Collateral Agent, or of agents or bailees of the First Lien Administrative Collateral Agent (such Collateral being referred to herein as the “Pledged or Controlled Collateral”), the First Lien Administrative Collateral Agent shall, solely for the purpose of perfecting the Second Priority Liens granted under the Second Lien Loan Documents and subject to the terms and conditions o of this Article V, also hold such Pledged or Controlled Collateral as gratuitous bailee for the Second Lien Administrative Collateral Agent. The First Lien Administrative Agent shall not charge the Second Lien Secured Parties a fee for holding such Collateral as bailee pursuant hereto. (b) S So long as the Discharge of First Lien Obligations has not occurred, the First Lien Administrative Collateral Agent shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of this Agreement and the other First Lien LoanDocuments Loan Documents as if the Second Priority Liens did not exist until the expiration of the Xxxx still Period or such longer period as provided under Section 3.02 (a) exist. The obligations and responsibilities of the First Lien Administrative Collateral Agent to the Second Lien Administrative Collateral Agent and the other Second Lien Secured Parties under this Article V shall be limited solely to holding or controlling the Pledged or Controlled Collateral as gratuitous bailee in accordance with this Article V. Without limiting the foregoing, the First Lien Administrative Collateral Agent shall have no obligation or responsibility to ensure that any Pledged or Controlled Collateral is genuine or owned by any of the Grantors. The First Lien Administrative Collateral Agent acting pursuant to this Article V shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any other First Lien Secured Party, the Second Lien Administrative Collateral Agent or any other Second Lien Secured Party. (c) Upon the Discharge of First Lien Obligations, the First Lien Administrative Collateral Agent shall transfer the possession and control of the Pledged or Controlled Collateral, together with any necessary endorsements but without recourse or warranty (other than a representation of the First Lien Administrative Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such Pledged or Controlled Collateral)warranty, (i) if the Second Lien Obligations are outstanding at such time, to the Second Lien Administrative Collateral Agent, and (ii) if no Second Lien Obligations are outstanding at such time, to the applicable Grantor or to whomever shall be entitled theretoGrantor, in each case so as to allow such Person person to obtain possession and control of such Pledged or Controlled Collateral. In connection with any transfer under clause (i) of the immediately preceding sentence, subject to the provisions of Section 5.01(d), the First Lien Administrative Collateral Agent agrees to take all actions in its power as shall be reasonably requested by the Second Lien Administrative Collateral Agent to permit the Second Lien Administrative Collateral Agent to obtain, for the benefit of the Second Lien Secured Parties, a first priority security interest in the Pledged or Controlled Collateral, and the Grantors hereby consent, and direct the First Lien Administrative Agent and the First Lien Secured Parties to, deliver such Pledged or Controlled Collateral to the Second Lien Administrative Agent. (d) The First Lien Administrative Agent shall not be required to take any such action requested by the Second Lien Administrative Agent that the First Lien Administrative Agent in good faith believes exposes it to personal liability for expenses or other amounts unless the First Lien Administrative Agent receives an indemnity satisfactory to it from the Second Lien Administrative Agent or Second Lien Secured Parties with respect to such action.

Bailment for Perfection of Certain Security Interests. (a) The First Lien Administrative Agent agrees that if it shall at any time hold a First Priority Lien on any Collateral that can be perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the First Lien Administrative Agent, or of agents or bailees of the First Lien Administrative Agent (such Collateral being referred to herein as the “Pledged or Controlled Collateral”), the First Lien Administrative Agent shall, solely for the purpose of perfecting the Second Priority Liens granted under the Second Lien Loan Documents and subject to the terms and conditions o of this Article VSection 5, also hold such Pledged or Controlled Collateral as gratuitous bailee for the Second Lien Administrative Agent. The First Lien Administrative Agent shall not charge the Second Lien Secured Parties a fee for holding such Collateral as bailee pursuant hereto. (b) S To the extent permitted by applicable law, so long as the Discharge of First Lien Obligations Indebtedness has not occurred, the First Lien Administrative Agent shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of this Agreement and the other First Lien LoanDocuments Loan Documents as if the Second Priority Liens did not exist until the expiration of the Xxxx still Period or such longer period as provided under Section 3.02 (a) exist. The obligations and responsibilities of the First Lien Administrative Agent to the Second Lien Administrative Agent and the other Second Lien Secured Parties under this Article V Section 5 shall be limited solely to holding or controlling the Pledged or Controlled Collateral as gratuitous bailee in accordance with this Article V. Section 5. Without limiting the foregoing, the First Lien Administrative Agent shall have no obligation or responsibility to ensure that any Pledged or Controlled Collateral is genuine or owned by any of the Grantors. The First Lien Administrative Agent acting pursuant to this Article V Section 5 shall not, by reason of this Agreement, any other Security Document Instrument or any other document, have a fiduciary relationship in respect of any other First Lien Secured Party, the Second Lien Administrative Agent or any other Second Lien Secured Party. (c) Upon the Discharge of First Lien ObligationsIndebtedness, the First Lien Administrative Agent shall transfer the possession and control of the Pledged or Controlled Collateral, together with any necessary endorsements but without recourse or warranty (other than a representation of the First Lien Administrative Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such Pledged or Controlled Collateral)warranty, (i) if the Second Lien Obligations are Indebtedness is outstanding at such time, to the Second Lien Administrative Agent, and (ii) if no Second Lien Obligations are Indebtedness is outstanding at such time, to the applicable Grantor or to whomever shall be entitled theretoGrantor, in each case so as to allow such Person person to obtain possession and control of such Pledged or Controlled Collateral. In connection with any transfer under clause (i) of the immediately preceding sentence, subject to the provisions of Section 5.01(d), the First Lien Administrative Agent agrees to take all such other actions in its power as shall be reasonably requested by the Second Lien Administrative Agent (at the expense of the Borrower) to permit the Second Lien Administrative Agent to obtain, for the benefit of the Second Lien Secured Parties, a first priority security interest in the Pledged or Controlled Collateral, and the Grantors hereby consent, and direct the First Lien Administrative Agent and the First Lien Secured Parties to, deliver such Pledged or Controlled Collateral to the Second Lien Administrative Agent. (d) The First Lien Administrative Agent shall not be required to take any such action requested by the Second Lien Administrative Agent that the First Lien Administrative Agent in good faith believes exposes it to personal liability for expenses or other amounts unless the First Lien Administrative Agent receives an indemnity satisfactory to it from the Second Lien Administrative Agent or Second Lien Secured Parties with respect to such action.

Bailment for Perfection of Certain Security Interests. (a) The First Lien Administrative Agent agrees that if it shall at any time hold a First Priority Lien on any Collateral that can be perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the First Lien Administrative Agent, or of agents or bailees of the First Lien Administrative Agent (such Collateral being referred to herein as the “Pledged or Controlled Collateral”), the First Lien Administrative Agent shall, solely for the purpose of perfecting the Second Priority Liens granted under the Second Lien Loan Documents and subject to the terms and conditions o of this Article V, also hold such Pledged or Controlled Collateral as bailee for the Second Lien Administrative Agent. The First Lien Administrative Agent shall not charge the Second Lien Secured Parties a fee for holding such Collateral as bailee pursuant hereto. (b) S Subject to Section 3.02(a), so long as the Discharge of First Lien Obligations has not occurred, the First Lien Administrative Agent shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of this Agreement and the other First Lien LoanDocuments Loan Documents as if the Second Priority Liens did not exist until the expiration of the Xxxx still Period or such longer period as provided under Section 3.02 (a) exist. The obligations and responsibilities of the First Lien Administrative Agent to the Second Lien Administrative Agent and the other Second Lien Secured Parties under this Article V shall be limited solely to holding or controlling the Pledged or Controlled Collateral as bailee in accordance with this Article V. Section 5.01. Without limiting the foregoing, the First Lien Administrative Agent shall have no obligation or responsibility to ensure that any Pledged or Controlled Collateral is genuine or owned by any of the Grantors. The First Lien Administrative Agent acting pursuant to this Article V shall not, by reason of this Agreement, any other Security Collateral Document or any other document, have a fiduciary relationship in respect of any other First Lien Secured Party, the Second Lien Administrative Agent or any other Second Lien Secured Party. (c) Upon the Discharge of First Lien Obligations, the First Lien Administrative Agent shall transfer the possession and control of the Pledged or Controlled Collateral, together with any necessary endorsements but without recourse or warranty (other than a representation of the First Lien Administrative Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such Pledged or Controlled Collateral)warranty, (i) if the any Second Lien Obligations are outstanding at such time, to the Second Lien Administrative Agent, and (ii) if no Second Lien Obligations are outstanding at such time, to the applicable Grantor or to whomever shall be entitled thereto, in each case so as to allow such Person to obtain possession and control of such Pledged or Controlled Collateral. In connection with any transfer under clause (i) of the immediately preceding sentence, subject to the provisions of Section 5.01(d), the First Lien Administrative Agent agrees to take all such actions in its power as shall be reasonably requested by the Second Lien Administrative Agent to permit the Second Lien Administrative Agent to obtain, for the benefit of the Second Lien Secured Parties, a first priority security interest in the Pledged or Controlled Collateral, and the Grantors hereby consent, and direct the First Lien Administrative Agent and the First Lien Secured Parties to, deliver such Pledged or Controlled Collateral to the Second Lien Administrative Agent. (d) The First Lien Administrative Agent shall not be required to take any such action requested by the Second Lien Administrative Agent pursuant to Section 5.01(c) that the First Lien Administrative Agent in good faith believes exposes it to personal any liability for expenses or other amounts unless the First Lien Administrative Agent receives an indemnity with respect to such action reasonably satisfactory to it from the Second Lien Administrative Agent or and Second Lien Secured Parties. (e) Following the Discharge of First Lien Obligations, and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Administrative Agent shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of this Agreement and the other Second Lien Loan Documents as if the First Priority Liens did not exist. The obligations and responsibilities of the Second Lien Administrative Agent to the First Lien Administrative Agent and the other First Lien Secured Parties under this Article V shall be limited solely to holding or controlling the Pledged or Controlled Collateral as bailee in accordance with this Section 5.01. Without limiting the foregoing, the Second Lien Administrative Agent shall have no obligation or responsibility to ensure that any Pledged or Controlled Collateral is genuine or owned by any of the Grantors. The Second Lien Administrative Agent acting pursuant to this Article V shall not, by reason of this Agreement, any other Collateral Document or any other document, have a fiduciary relationship in respect of any other Second Lien Secured Party, the First Lien Administrative Agent or any other First Lien Secured Party. (f) Upon the Discharge of Second Lien Obligations, the Second Lien Administrative Agent shall transfer the possession and control of the Pledged or Controlled Collateral, together with any necessary endorsements but without recourse or warranty to the applicable Grantor or to whomever shall be entitled thereto, in each case so as to allow such actionPerson to obtain possession and control of such Pledged or Controlled Collateral.