Common use of Each Agent as Bailee Clause in Contracts

Each Agent as Bailee. (a) Each Agent agrees to hold 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 such Agent, or of agents or bailees of such Agent (such Collateral being referred to herein as the “Pledged Collateral”) as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent solely for the purpose of perfecting the Lien granted to the other Agent in such Pledged Collateral (including, but not limited to, any securities or any deposit accounts or securities accounts, if any) pursuant to the First Lien Documents or Second Lien Documents, as applicable, subject to the terms and conditions of this Section 6. (b) Until the Discharge of First Lien Debt has occurred, First Lien Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First Lien Documents as if the Liens of Second Lien Agent under the Second Lien Documents did not exist. Until the Discharge of First Lien Debt has occurred, the rights of Second Lien Agent shall at all times be subject to the terms of this Intercreditor Agreement and to First Lien Agent’s rights under the First Lien Documents. After the date that Second Lien Agent receives a Discharge of First Lien Debt Notice, and until the Discharge of Second Lien Debt has occurred, the Second Lien Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Second Lien Documents. (c) Each Agent shall have no obligation whatsoever to any other Agent or any other Secured Party to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 6. The duties or responsibilities of each Agent under this Section 6 shall be limited solely to holding the Pledged Collateral as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent for purposes of perfecting the Lien held by the other Agent. (d) Each Agent shall not have by reason of the First Lien Documents, the Second Lien Documents, or this Intercreditor Agreement, or any other document, a fiduciary relationship in respect of the other Agent or any of the other Secured Parties and shall not have any liability to the other Agent or any other Secured Party in connection with its holding the Pledged Collateral, other than for its gross negligence or willful misconduct as determined by a final, non-appealable order of a court of competent jurisdiction.

Each Agent as Bailee. (a) Each Agent agrees to hold any Collateral that can be perfected by is in the possession or control of such Collateral Agent (or of any account in which such Collateral is heldits agents or bailees), and if such Collateral or any such account is in fact in to the extent that possession or control thereof is necessary to perfect a Lien thereon under the control of such Agent, or of agents or bailees of such Agent Uniform Commercial Code (such Collateral being referred to herein as the “Pledged Collateral”) ), as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent solely for the purpose of perfecting the Lien granted to the other Agent in such Pledged Collateral (including, but not limited to, any securities or any deposit accounts or securities accounts, if any) pursuant to the First Lien Revolving Loan Documents or Second Lien Notes Documents, as applicable, subject to the terms and conditions of this Section 65. (b) Until the Discharge of First Lien Revolving Loan Debt has occurred, First Lien Revolving Loan Agent shall be entitled to deal with the Pledged Collateral constituting Revolving Loan Priority Collateral in accordance with the terms of the First Lien Documents as if the Liens of Second Lien Agent under the Second Lien Documents did not existRevolving Loan Documents. Until the Discharge of First Lien Debt has occurred, the The rights of Second Lien Notes Agent to such Pledged Collateral shall at all times be subject to the terms of this Intercreditor Agreement and to First Lien Revolving Loan Agent’s rights under the First Lien Revolving Loan Documents. After the date that Second Lien Agent receives a Discharge of First Lien Debt Notice, and until Until the Discharge of Second Lien Notes Debt has occurred, the Second Lien Notes Agent shall be entitled to deal with the Pledged Collateral constituting Notes Priority Collateral in accordance with the terms of the Second Lien Notes Documents. The rights of Revolving Loan Agent to such Pledged Collateral shall at all times be subject to the terms of this Agreement and to Notes Agent’s rights under the Notes Documents. (c) Each Agent shall have no obligation whatsoever to any the other Agent or any other Secured Party to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 65. The duties or responsibilities of each Agent under this Section 6 5 shall be limited solely to holding the Pledged Collateral as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent for purposes of perfecting the Lien held by the other Agent. (d) Each Agent shall not have by reason of the First Lien Revolving Loan Documents, the Second Lien Documents, Notes Documents or this Intercreditor Agreement, Agreement or any other document, document a fiduciary relationship in respect of the other Agent or any of the other Secured Parties and shall not have any liability to the other Agent or any other Secured Party in connection with its holding the Pledged Collateral, other than as expressly provided for herein and other than for its gross negligence or willful misconduct as determined by a final, non-appealable order of a court of competent jurisdiction.

Each Agent as Bailee. (a) Each Senior-Priority Collateral Agent agrees to hold any Collateral that can be perfected by the possession or control of such Collateral (or by notation of such Senior-Priority Collateral Agent’s lien, if any, on any certificate of title, if applicable) or of any deposit or securities account in which such Collateral is held, and if such Collateral or any such deposit or securities account is in fact in the possession or under the control of such a Senior-Priority Collateral Agent, or of agents or bailees of such Senior-Priority Collateral Agent (such Collateral being referred to herein as the “Pledged or Controlled Collateral”) as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent Junior-Priority Collateral Agents, solely for the purpose of perfecting the Lien security interest granted to the other Agent Junior-Priority Collateral Agents in such Pledged or Controlled Collateral (including, but not limited to, any securities or any deposit accounts or securities accounts, if any) pursuant to the First Lien Documents or Second Lien Junior-Priority Documents, as applicable, subject to the terms and conditions of this Section 65. (b) Until So long as the Discharge of First Lien Senior-Priority Debt has not occurred, First Lien Agent the Senior-Priority Collateral Agents shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of this Agreement and the First Lien other Senior-Priority Documents as if the Liens of Second Lien Agent under on the Second Lien Documents Collateral securing the Junior-Priority Debt did not exist. Until The obligations and responsibilities of the Discharge of First Lien Debt has occurred, the rights of Second Lien Agent shall at all times be subject Senior-Priority Collateral Agents to the terms of Junior-Priority Collateral Agents and the other Junior-Priority Secured Parties under this Intercreditor Agreement and to First Lien Agent’s rights under the First Lien Documents. After the date that Second Lien Agent receives a Discharge of First Lien Debt Notice, and until the Discharge of Second Lien Debt has occurred, the Second Lien Agent Section 5 shall be entitled limited solely to deal with holding or controlling the Pledged or Controlled Collateral as bailee in accordance with this Section 5. Without limiting the terms of foregoing, the Second Lien Documents. (c) Each Agent Senior-Priority Collateral Agents shall have no obligation whatsoever to any other Agent the Junior-Priority Collateral Agents or any other Junior-Priority Secured Party to assure that the Pledged or Controlled Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person Person, except as expressly set forth in this Section 65. The duties duty or responsibilities responsibility of each Agent the Senior-Priority Collateral Agents under this Section 6 5 shall be limited solely to holding the Pledged or Controlled Collateral as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent Junior-Priority Collateral Agents for purposes of perfecting the Lien Liens held by the other AgentJunior-Priority Collateral Agents. (dc) Each Agent The Senior-Priority Collateral Agents shall not have have, by reason of the First Lien Senior-Priority Documents, the Second Lien Junior-Priority Documents, or this Intercreditor Agreement, Agreement or any other document, a fiduciary relationship in respect of any other Senior-Priority Secured Party, the other Agent Junior-Priority Collateral Agents or any of the other Junior-Priority Secured Parties Party and shall not have any liability to any other Senior-Priority Secured Party, the other Agent Junior-Priority Collateral Agents or any other Junior-Priority Secured Party in connection with its holding the Pledged or Controlled Collateral; and the Junior-Priority Collateral Agents shall not have, by reason of the Junior-Priority Documents, this Agreement or any other than document, a fiduciary relationship in respect of any other Junior-Priority Secured Party and shall not have any liability to any other Junior-Priority Secured Party in connection with its holding the Pledged or Controlled Collateral. (d) The provisions of this Section 5.1 shall be subject in all respects to Section 5.5 (First Priority Agent as Gratuitous Bailee for its gross negligence or willful misconduct as determined by a finalPerfection) of the ABL Intercreditor Agreement, non-appealable order and in the event of a court any conflict between the provisions of competent jurisdictionthis Section 5.1 and such Section of the ABL Intercreditor Agreement, the provisions of the ABL Intercreditor Agreement shall govern and control.

Each Agent as Bailee. (a) Each Agent agrees to hold any Collateral that can be perfected by is in the possession or control of such Collateral Agent (or its agents or bailees) for the benefit and on behalf of any account in which such Collateral is heldthe Secured Parties, and if such Collateral or any such account is in fact in to the extent that possession or control thereof is effective to perfect a Lien thereon under the control of such Agent, or of agents or bailees of such Agent Uniform Commercial Code (such Collateral being referred to herein as the “Pledged Collateral”) ), as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent Agents solely for the purpose of perfecting the Lien granted to the other Agent Agents in such Pledged Collateral (including, but not limited to, including as to any securities or any deposit accounts or securities accounts, if any, for purposes of satisfying the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the UCC) pursuant to the First Lien Revolving Loan Documents or Second Lien Term Loan Documents, as applicable, subject to the terms and conditions of this Section 65. (b) Until the Discharge of First Lien Debt Revolving Loan Obligations or a Term Loan Enforcement Date has occurredoccurred and is continuing, First Lien the Revolving Loan Agent shall be entitled to deal with the Pledged Collateral constituting Revolving Loan Priority Collateral in accordance with the terms of the First Lien Documents as if the Liens of Second Lien Agent under the Second Lien Documents did not existRevolving Loan Documents. Until the Discharge of First Lien Debt has occurred, the The rights of Second Lien each Term Loan Agent and each Term Loan Secured Party to such Pledged Collateral shall at all times be subject to the terms of this Intercreditor Agreement and until the Discharge of Revolving Loan Obligations has occurred, to First Lien the Revolving Loan Agent’s rights under the First Lien Revolving Loan Documents. After Until the date that Second Lien Agent receives a Discharge of First Lien Debt NoticeTerm Loan Obligations or a Revolving Loan Enforcement Date has occurred (and, and until thereafter, the Discharge of Second Lien Debt has occurredIncremental Term Loan Obligations), the Second Lien applicable Term Loan Agent shall be entitled to deal with the Pledged Collateral constituting Term Loan Priority Collateral in accordance with the terms of the Second Lien applicable Term Loan Documents. The rights of the Revolving Loan Agent to such Pledged Collateral shall at all times be subject to the terms of this Agreement and to the applicable Term Loan Agent’s rights under the applicable Term Loan Documents. (c) Each Agent shall have no obligation whatsoever to any other Agent or any other Secured Party to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 65. The duties or responsibilities of each Agent under this Section 6 5 shall be limited solely to holding the Pledged Collateral as gratuitous bailee and sub-collateral agent for and on behalf of the each other Agent for purposes of perfecting the Lien held by the such other AgentAgents. (d) Each Agent shall not have have, by reason of the First Lien Revolving Loan Documents, the Second Lien Term Loan Documents, or this Intercreditor Agreement, Agreement or any other document, a fiduciary relationship in respect of the other Agent Agents or any of the other Secured Parties and shall not have any liability to the any other Agent or any other Secured Party in connection with its holding the Pledged Collateral, other than for its gross negligence or willful misconduct as determined by a final, non-appealable order of a court of competent jurisdiction.

Each Agent as Bailee. (a) Each Agent agrees to hold any Collateral that can be perfected by is in the possession or control of such Collateral Agent (or of any account in which such Collateral is heldits agents or bailees), and if such Collateral or any such account is in fact in to the extent that possession or control thereof is effective to perfect a Lien thereon under the control of such Agent, or of agents or bailees of such Agent Uniform Commercial Code (such Collateral being referred to herein as the “Pledged Collateral”) ), as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent solely for the purpose of perfecting the Lien granted to the other Agent in such Pledged Collateral (including, but not limited to, including as to any securities or any deposit accounts or securities accounts, if any, for purposes of satisfying the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the UCC) pursuant to the First Lien ABL Documents or Second Lien Term Loan Documents, as applicable, subject to the terms and conditions of this Section 65. (b) Until the Discharge of First Lien ABL Debt has occurred, First Lien ABL Agent shall be entitled to deal with the Pledged Collateral constituting ABL Priority Collateral in accordance with the terms of the First Lien Documents as if the Liens of Second Lien Agent under the Second Lien Documents did not existABL Documents. Until the Discharge of First Lien Debt has occurred, the The rights of Second Lien Term Loan Agent to such Pledged Collateral shall at all times be subject to the terms of this Intercreditor Agreement and to First Lien ABL Agent’s rights under the First Lien ABL Documents. After the date that Second Lien Agent receives a Discharge of First Lien Debt Notice, and until Until the Discharge of Second Lien Term Loan Debt has occurred, the Second Lien Term Loan Agent shall be entitled to deal with the Pledged Collateral constituting Term Loan Priority Collateral in accordance with the terms of the Second Lien Term Loan Documents. The rights of ABL Agent to such Pledged Collateral shall at all times be subject to the terms of this Agreement and to Term Loan Agent’s rights under the Term Loan Documents. (c) Each Agent shall have no obligation whatsoever to any the other Agent or any other Secured Party to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 65. The duties or responsibilities of each Agent under this Section 6 5 shall be limited solely to holding the Pledged Collateral as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent for purposes of perfecting the Lien held by the other Agent. (d) Each Agent shall not have by reason of the First Lien ABL Documents, the Second Lien Documents, Term Loan Documents or this Intercreditor Agreement, Agreement or any other documentdocument or otherwise in connection with the transactions contemplated by this Agreement, the ABL Documents and the Term Loan Documents a fiduciary relationship in respect of the other Agent or any of the other Secured Parties and shall not have any liability to the other Agent or any other Secured Party in connection with its holding the Pledged Collateral, . Each Agent hereby waives any claims against the other than Agent for its gross negligence any breach or willful misconduct as determined by a final, non-appealable order alleged breach of a court of competent jurisdictionfiduciary duty.

Each Agent as Bailee. (a) Each Agent agrees to hold 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 such Agent, or of agents or bailees of such Agent (such Collateral being referred to herein as the “Pledged Collateral”) as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent solely for the purpose of perfecting the Lien granted to the other Agent in such Pledged Collateral (including, but not limited to, any securities or any deposit accounts or securities accounts, if any) pursuant to the First Lien Documents or Second Lien Documents, as applicable, subject to the terms and conditions of this Section 6. (b) Until the Discharge of First Lien Debt has occurred, First Lien Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First Lien Documents as if the Liens of Second Lien Agent under the Second Lien Documents did not exist. Until the Discharge of First Lien Debt has occurred, the rights of Second Lien Agent shall at all times be subject to the terms of this Intercreditor Agreement and to First Lien Agent’s rights under the First Lien Documents. After the date that Second Lien Agent receives a Discharge of First Lien Debt Notice, and until the Discharge of Second Lien Debt has occurred, the Second Lien Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Second Lien Documents. (c) Each Agent shall have no obligation whatsoever to any other Agent or any other Secured Party to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 6. The duties or responsibilities of each Agent under this Section 6 shall be limited solely to holding the Pledged Collateral as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent for purposes of perfecting the Lien held by the other Agent. (d) Each Agent shall not have by reason of the First Lien Documents, the Second Lien Documents, or this Intercreditor Agreement, or any other document, a fiduciary relationship in respect of the other Agent or any of the other Secured Parties and shall not have any liability to the other Agent or any other Secured Party in connection with its holding the Pledged Collateral, other than for its gross negligence or willful misconduct as determined by a final, non-appealable order of a court of competent jurisdiction.

Each Agent as Bailee. (a) Each Agent agrees to hold any Collateral of a Term Loan Grantor that can be perfected by is in the possession or control of such Collateral Agent (or of any account in which such Collateral is heldits agents or bailees), and if such Collateral or any such account is in fact in to the extent that possession or control thereof is effective to perfect a Lien thereon under the control of such Agent, or of agents or bailees of such Agent Uniform Commercial Code (such Collateral being referred to herein as the “Pledged Collateral”) ), as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent solely for the purpose of perfecting the Lien granted to the other Agent in such Pledged Collateral (including, but not limited to, including as to any securities or any deposit accounts or securities accounts, if any, for purposes of satisfying the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the UCC) pursuant to the First Lien ABL Documents or Second Lien Term Loan Documents, as applicable, subject to the terms and conditions of this Section 65. (b) Until the Discharge of First Lien ABL Debt has occurred, First Lien ABL Agent shall be entitled to deal with the Pledged Collateral constituting ABL Priority Collateral in accordance with the terms of the First Lien Documents as if the Liens of Second Lien Agent under the Second Lien Documents did not existABL Documents. Until the Discharge of First Lien Debt has occurred, the The rights of Second Lien Term Loan Agent to such Pledged Collateral shall at all times be subject to the terms of this Intercreditor Agreement and to First Lien ABL Agent’s and each Grantor’s respective rights under the First Lien ABL Documents. After the date that Second Lien Agent receives a Discharge of First Lien Debt Notice, and until Until the Discharge of Second Lien Term Loan Debt has occurred, the Second Lien Term Loan Agent shall be entitled to deal with the Pledged Collateral constituting Term Loan Priority Collateral in accordance with the terms of the Second Lien Term Loan Documents. The rights of ABL Agent to such Pledged Collateral shall at all times be subject to the terms of this Agreement and to Term Loan Agent’s and each Grantor’s respective rights under the Term Loan Documents. (c) Each Agent shall have no obligation whatsoever to any the other Agent or any other Secured Party to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 65. The duties or responsibilities of each Agent under this Section 6 5 shall be limited solely to holding the Pledged Collateral as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent for purposes of perfecting the Lien held by the other Agent. (d) Each Agent shall not have by reason of the First Lien ABL Documents, the Second Lien Documents, Term Loan Documents or this Intercreditor Agreement, Agreement or any other documentdocument or otherwise in connection with the transactions contemplated by this Agreement, the ABL Documents and the Term Loan Documents a fiduciary relationship in respect of the other Agent or any of the other Secured Parties and shall not have any liability to the other Agent or any other Secured Party in connection with its holding the Pledged Collateral, . Each Agent hereby waives any claims against the other than Agent for its gross negligence any breach or willful misconduct as determined by a final, non-appealable order alleged breach of a court of competent jurisdictionfiduciary duty.

Each Agent as Bailee. (a) Each Agent agrees to hold 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 such Agent, or of agents or bailees of such Agent (such Collateral being referred to herein as the “Pledged Collateral”) as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent solely for the purpose of perfecting the Lien granted to the other Agent in such Pledged Collateral (including, but not limited to, any securities or any deposit accounts or securities accounts, if any) pursuant to the First Lien Documents or Second Lien Documents, as applicable, subject to the terms and conditions of this Section 6. (b) Until the Discharge of First Lien Debt has occurred, First Lien Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First Lien Documents as if the Liens of Second Lien Agent under the Second Lien Documents did not exist. Until the Discharge of First Lien Debt has occurred, the rights of Second Lien Agent shall at all times be subject to the terms of this Intercreditor Agreement and to First Lien Agent’s rights under the First Lien Documents. After the date that Second Lien Agent receives a Discharge of First Lien Debt Notice, and until the Discharge of Second Lien Debt has occurred, the Second Lien Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Second Lien Documents. Reserved. (c) Each Agent shall have no obligation whatsoever to any other Agent or any other Secured Party to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 6. The duties or responsibilities of each Agent under this Section 6 shall be limited solely to holding the Pledged Collateral as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent for purposes of perfecting the Lien held by the other Agent. (d) Each Agent shall not have by reason of the First Lien Documents, the Second Lien Documents, or this Intercreditor Agreement, or any other document, a fiduciary relationship in respect of the other Agent or any of the other Secured Parties and shall not have any liability to the other Agent or any other Secured Party in connection with its holding the Pledged Collateral, other than for its gross negligence or willful misconduct as determined by a final, non-appealable order of a court of competent jurisdiction.

Each Agent as Bailee. (a) Each Agent agrees to hold any Collateral that can be perfected by is in the possession or control of such Collateral Agent (or of any account in which such Collateral is heldits agents or bailees), and if such Collateral or any such account is in fact in to the extent that possession or control thereof is necessary to perfect a Lien thereon under the control of such Agent, or of agents or bailees of such Agent UCC (such Collateral being referred to herein as the “Pledged Collateral”) ), as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent solely for the purpose of perfecting the Lien security interest granted to the other Agent in such Pledged Collateral (including, but not limited to, any securities or any deposit accounts or securities accounts, if any) pursuant to the First Lien Revolving Loan Documents or Second Lien Term Loan Documents, as applicable, subject to the terms and conditions of this Section 65. (b) Until the Discharge of First Lien Revolving Loan Debt has occurred, First Lien the Revolving Loan Agent shall be entitled to deal with the Pledged Collateral constituting Revolving Loan Priority Collateral in accordance with the terms of the First Lien Documents as if the Liens of Second Lien Agent under the Second Lien Documents did not existRevolving Loan Documents. Until the Discharge of First Lien Debt has occurred, the The rights of Second Lien the Term Loan Agent to such Pledged Collateral shall at all times be subject to the terms of this Intercreditor Agreement and to First Lien the Revolving Loan Agent’s rights under the First Lien Revolving Loan Documents. After the date that Second Lien Agent receives a Discharge of First Lien Debt Notice, and until Until the Discharge of Second Lien Term Loan Debt has occurred, the Second Lien Term Loan Agent shall be entitled to deal with the Pledged Collateral constituting Term Loan Priority Collateral in accordance with the terms of the Second Lien Term Loan Documents, The rights of the Revolving Loan Agent to such Pledged Collateral shall at all times be subject to the terms of this Agreement and to the Term Loan Agent’s rights under the Term Loan Documents. (c) Each Agent shall have no obligation whatsoever to any the other Agent or any other Secured Party to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 65. The duties or responsibilities of each Agent under this Section 6 5 shall be limited solely to holding the Pledged Collateral as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent for purposes of perfecting the Lien held by the other Agent. (d) Each Agent shall not have by reason of the First Lien Revolving Loan Documents, the Second Lien Documents, Term Loan Documents or this Intercreditor Agreement, Agreement or any other document, document a fiduciary relationship in respect of the other Agent or any of the other Secured Parties and shall not have any liability to the other Agent or any other Secured Party in connection with its holding the Pledged Collateral, other than for its gross negligence or willful misconduct as determined by a final, non-appealable order of a court of competent jurisdiction.

Each Agent as Bailee. (a) Each Agent agrees to hold any Collateral that can be perfected by is in the possession or control of such Collateral Agent (or of any account in which such Collateral is heldits agents or bailees), and if such Collateral or any such account is in fact in to the extent that possession or control thereof is necessary to perfect a Lien thereon under the control of such Agent, or of agents or bailees of such Agent Uniform Commercial Code (such Collateral being referred to herein as the “Pledged Collateral”) ), as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent solely for the purpose of perfecting the Lien security interest granted to the other Agent in such Pledged Collateral (including, but not limited to, any securities or any deposit accounts or securities accounts, if any) pursuant to the First Lien Revolving Loan Documents or Second Lien Term Loan Documents, as applicable, subject to the terms and conditions of this Section 65. (b) Until the Discharge of First Lien Revolving Loan Debt has occurred, First Lien the Revolving Loan Agent shall be entitled to deal with the Pledged Collateral constituting Revolving Loan Priority Collateral in accordance with the terms of the First Lien Documents as if the Liens of Second Lien Agent under the Second Lien Documents did not existRevolving Loan Documents. Until the Discharge of First Lien Debt has occurred, the The rights of Second Lien the Term Loan Agent to such Pledged Collateral shall at all times be subject to the terms of this Intercreditor Agreement and to First Lien the Revolving Loan Agent’s rights under the First Lien Revolving Loan Documents. After the date that Second Lien Agent receives a Discharge of First Lien Debt Notice, and until Until the Discharge of Second Lien Term Loan Debt has occurred, the Second Lien Term Loan Agent shall be entitled to deal with the Pledged Collateral constituting Term Loan Priority Collateral in accordance with the terms of the Second Lien Term Loan Documents. The rights of the Revolving Loan Agent to such Pledged Collateral shall at all times be subject to the terms of this Agreement and to the Term Loan Agent’s rights under the Term Loan Documents. (c) Each Agent shall have no obligation whatsoever to any the other Agent or any other Secured Party to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 65. The duties or responsibilities of each Agent under this Section 6 5 shall be limited solely to holding the Pledged Collateral as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent for purposes of perfecting the Lien held by the other Agent. (d) Each Agent shall not have by reason of the First Lien Revolving Loan Documents, the Second Lien Documents, Term Loan Documents or this Intercreditor Agreement, Agreement or any other document, document a fiduciary relationship in respect of the other Agent or any of the other Secured Parties and shall not have any liability to the other Agent or any other Secured Party in connection with its holding the Pledged Collateral, other than for its gross negligence or willful misconduct as determined by a final, non-appealable order of a court of competent jurisdiction.

Each Agent as Bailee. (a) Each Senior-Priority Collateral Agent agrees to hold any Collateral that can be perfected by the possession or control of such Collateral (or by notation of such Senior-Priority Collateral Agent’s lien, if any, on any certificate of title, if applicable) or of any deposit or securities account in which such Collateral is held, and if such Collateral or any such deposit or securities account is in fact in the possession or under the control of such a Senior-Priority Collateral Agent, or of agents or bailees of such Senior-Priority Collateral Agent (such Collateral being referred to herein as the “Pledged or Controlled Collateral”) as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent Junior-Priority Collateral Agents, solely for the purpose of perfecting the Lien security interest granted to the other Agent Junior-Priority Collateral Agents in such Pledged or Controlled Collateral (including, but not limited to, any securities or any deposit accounts or securities accounts, if any) pursuant to the First Lien Documents or Second Lien Junior-Priority Documents, as applicable, subject to the terms and conditions of this Section 65. (b) Until So long as the Discharge of First Lien Senior-Priority Debt has not occurred, First Lien Agent the Senior-Priority Collateral Agents shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of this Agreement and the First Lien other Senior-Priority Documents as if the Liens of Second Lien Agent under on the Second Lien Documents Collateral securing the Junior-Priority Debt did not exist. Until The obligations and responsibilities of the Discharge of First Lien Debt has occurred, the rights of Second Lien Agent shall at all times be subject Senior-Priority Collateral Agents to the terms of Junior-Priority Collateral Agents and the other Junior-Priority Secured Parties under this Intercreditor Agreement and to First Lien Agent’s rights under the First Lien Documents. After the date that Second Lien Agent receives a Discharge of First Lien Debt Notice, and until the Discharge of Second Lien Debt has occurred, the Second Lien Agent Article 5 shall be entitled limited solely to deal with holding or controlling the Pledged or Controlled Collateral as bailee in accordance with this Section 5. Without limiting the terms of foregoing, the Second Lien Documents. (c) Each Agent Senior-Priority Collateral Agents shall have no obligation whatsoever to any other Agent the Junior-Priority Collateral Agents or any other Junior-Priority Secured Party to assure that the Pledged or Controlled Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person Person, except as expressly set forth in this Section 65. The duties duty or responsibilities responsibility of each Agent the Senior-Priority Collateral Agents under this Section 6 5 shall be limited solely to holding the Pledged or Controlled Collateral as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent Junior-Priority Collateral Agents for purposes of perfecting the Lien Liens held by the other AgentJunior-Priority Collateral Agents. (d) Each Agent shall not have by reason of the First Lien Documents, the Second Lien Documents, or this Intercreditor Agreement, or any other document, a fiduciary relationship in respect of the other Agent or any of the other Secured Parties and shall not have any liability to the other Agent or any other Secured Party in connection with its holding the Pledged Collateral, other than for its gross negligence or willful misconduct as determined by a final, non-appealable order of a court of competent jurisdiction.

Each Agent as Bailee. (a) Each The First Lien Agent agrees and the Second Lien Collateral Agent agree to hold any Second Lien Collateral that can be perfected by the possession or control of such Second Lien Collateral or of any account in which such Second Lien Collateral is held, and if such Second Lien Collateral or any such account is in fact in the possession or under the control of such an Agent, or of agents or bailees of such Agent (such Second Lien Collateral being referred to herein as the “Pledged Collateral”) as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent solely for the purpose of perfecting the Lien security interest granted to the other Agent in such Pledged Collateral (including, but not limited to, any securities or any deposit accounts or securities accounts, if any) pursuant to the First Lien Documents or Second Lien Documents, as applicable, subject to the terms and conditions of this Section 65. (b) Until the Discharge of First Lien Debt has occurred, the First Lien Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First Lien Documents as if the Liens of the Second Lien Collateral Agent under the Second Lien Documents did not exist. Until the Discharge of First Lien Debt has occurred, the The rights of the Second Lien Collateral Agent shall at all times be subject to the terms of this Intercreditor Agreement and to the First Lien Agent’s rights under the First Lien Documents. After the date that Second Lien Agent receives a Discharge of First Lien Debt Notice, and until the Discharge of Second Lien Debt has occurred, the Second Lien Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Second Lien Documents. (c) Each Agent shall have no obligation whatsoever to any other Agent or any other Secured Party to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 65. The duties or responsibilities of each Agent under this Section 6 5 shall be limited solely to holding the Pledged Collateral as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent for purposes of perfecting the Lien held by the other Agent. The Second Lien Agent shall not be responsible nor liable for the actions of the First Lien Agent taken hereunder or pursuant to any First Lien Document. (d) Each Agent shall not have by reason of the First Lien Documents, the Second Lien Documents, Documents or this Intercreditor Agreement, Agreement or any other document, document a fiduciary relationship in respect of the any other Agent or any of the other Secured Parties and shall not have any liability to the any other Agent or any other Secured Party in connection with its holding the Pledged Collateral, other than for its gross negligence or willful misconduct as determined by a final, non-appealable order of a court of competent jurisdiction.

Each Agent as Bailee. (a) Each Agent agrees to hold 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 its possession, to the extent that possession or thereof is effective to perfect a Lien thereon under the control of such Agent, or of agents or bailees of such Agent UCC (such Collateral being referred to herein as the “Pledged Collateral”) ), as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent solely for the purpose of perfecting the Lien granted to the other Agent in such Pledged Collateral (including, but not limited to, including as to any securities or any deposit accounts or securities accounts, if any, for purposes of satisfying the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the UCC) pursuant to the First Lien Working Capital Credit Documents or Second Lien Term Loan Credit Documents, as applicable, subject to the terms and conditions of this Section 65.6 and Section 5.7. (b) Until the Discharge of First Lien Debt Working Capital Obligations has occurred, First Lien Working Capital Agent shall be entitled to deal with the Pledged Collateral constituting Working Capital Priority Collateral in accordance with the terms of the First Lien Documents as if the Liens of Second Lien Agent under the Second Lien Documents did not existWorking Capital Credit Documents. Until the Discharge of First Lien Debt has occurred, the The rights of Second Lien Term Loan Agent to such Pledged Collateral shall at all times be subject to the terms of this Intercreditor Agreement and to First Lien Working Capital Agent’s rights under the First Lien Working Capital Credit Documents. After the date that Second Lien Agent receives a Discharge of First Lien Debt Notice, and until Until the Discharge of Second Lien Debt Term Loan Obligations has occurred, the Second Lien Term Loan Agent shall be entitled to deal with the Pledged Collateral constituting Term Loan Priority Collateral in accordance with the terms of the Second Lien Term Loan Credit Documents. The rights of Working Capital Agent to such Pledged Collateral shall at all times be subject to the terms of this Agreement and to Term Loan Agent’s rights under the Term Loan Credit Documents. (c) Each Agent shall have no obligation whatsoever to any the other Agent or any other Secured Party Claimholder to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 65.6 and Section 5.7. The duties or responsibilities of each Agent under this Section 6 5.6 shall be limited solely to holding possessing the Pledged Collateral as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent for purposes of perfecting the Lien held by the other Agent. (d) Each Agent shall not have by reason of the First Lien Working Capital Credit Documents, the Second Lien Documents, Term Loan Credit Documents or this Intercreditor Agreement, Agreement or any other documentdocument or otherwise in connection with the transactions contemplated by this Agreement, the Working Capital Credit Documents and the Term Loan Credit Documents a fiduciary relationship in respect of the other Agent or any of the other Secured Parties Claimholders and shall not have any liability to the other Agent or any other Secured Party Claimholder in connection with its holding the Pledged Collateral, . Each Agent hereby waives any claims against the other than Agent for its gross negligence any breach or willful misconduct as determined by a final, non-appealable order alleged breach of a court of competent jurisdictionfiduciary duty.

Each Agent as Bailee. (a) Each The First Lien Agent agrees and each Second Lien Agent agree to hold any Second Lien Collateral that can be perfected by the possession or control of such Second Lien Collateral or of any account in which such Second Lien Collateral is held, and if such Second Lien Collateral or any such account is in fact in the possession or under the control of such an Agent, or of agents or bailees of such Agent (such Second Lien Collateral being referred to herein as the “Pledged Collateral”) as gratuitous bailee and sub-collateral agent for and on behalf of the First Lien Agent (on behalf of itself and the other First Lien Secured Parties), in the case of any Second Lien Agent, or Second Lien Collateral Agent (on behalf of itself and the other Second Lien Secured Parties), in the case of the First Lien Agent, solely for the purpose of perfecting the Lien security interest granted to the First Lien Agent (on behalf of itself and the other First Lien Secured Parties), in the case of any Second Lien Agent, or Second Lien Collateral Agent (on behalf of itself and the other Second Lien Secured Parties), in the case of the First Lien Agent in such Pledged Collateral (including, but not limited to, any securities or any deposit accounts or securities accounts, if any) pursuant to the First Lien Documents or Second Lien Documents, as applicable, subject to the terms and conditions of this Section 65. Each Second Lien Agent on behalf of the Second Lien Secured Parties for which it acts, hereby appoints the First Lien Agent to act as its agent under each control agreement solely for the purpose of perfecting the liens granted to the Second Lien Collateral Agent in the deposit accounts and securities accounts subject to such control agreements, and the First Lien Agent accepts such appointment. (b) Until the Discharge of First Lien Debt has occurred, the First Lien Agent shall be entitled to deal with the Pledged Collateral or any other Second Lien Collateral in accordance with the terms of the First Lien Documents as if the Liens of the Second Lien Collateral Agent or any other Second Lien Secured Party under the Second Lien Documents did not exist. Until the Discharge of First Lien Debt has occurred, the The rights of the Second Lien Agent Agents and other Second Lien Secured Parties shall at all times be subject to the terms of this Intercreditor Agreement and to the First Lien Agent’s rights under the First Lien Documents. After the date that Second Lien Agent receives a Discharge of First Lien Debt Notice, and until the Discharge of Second Lien Debt has occurred, the Second Lien Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Second Lien Documents. (c) Each Agent shall have no obligation whatsoever to any other Agent or any of the other First Lien Secured Party Parties and/or Second Lien Secured Parties to assure that the Pledged Collateral or any other Second Lien Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 65. The duties or responsibilities of each Agent under this Section 6 5 shall be limited solely to holding the Pledged Collateral or any other Second Lien Collateral as gratuitous bailee and sub-collateral agent for and on behalf of the First Lien Agent (on behalf of itself and the other First Lien Secured Parties), in the case of any Second Lien Agent, or Second Lien Collateral Agent (on behalf of itself and the other Second Lien Secured Parties), in the case of the First Lien Agent for purposes of perfecting the Lien held by the First Lien Agent (on behalf of itself and the other First Lien Secured Parties), in the case of any Second Lien Agent, or Second Lien Collateral Agent (on behalf of itself and the other Second Lien Secured Parties), in the case of the First Lien Agent. No Second Lien Agent shall be responsible or liable for the actions of the First Lien Agent taken hereunder or pursuant to any First Lien Document. (d) Each Agent or any other agent, trustee or representative in respect of the First Lien Debt or Second Lien Debt, shall not have by reason of the First Lien Documents, the Second Lien Documents, Documents or this Intercreditor Agreement, Agreement or any other document, document a fiduciary relationship in respect of the any other Agent or any of the other First Lien Secured Parties and/or Second Lien Secured Parties and shall not have any liability to the any other Agent or any other agent, trustee or representative in respect of the First Lien Debt or Second Lien Debt, or any of the First Lien Secured Party Parties and/or Second Lien Secured Parties in connection with its holding the Pledged Collateral or any other Second Lien Collateral, other than for its gross negligence or willful misconduct as determined by a final, non-appealable order of a court of competent jurisdiction.

Each Agent as Bailee. (a) a. Each Agent agrees to hold 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 such Agent, or of agents or bailees of such Agent (such Collateral being referred to herein as the “Pledged Collateral”) as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent Agents solely for the purpose of perfecting the Lien granted to the other Agent Agents in such Pledged Collateral (including, but not limited to, any securities or any deposit accounts or securities accounts, if any) pursuant to the First Lien Documents or Second Junior Lien Documents, as applicable, subject to the terms and conditions of this Section 65. (b) b. Until the Discharge of First Lien Debt has occurred, First Lien Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First Lien Documents as if the Liens of Second Junior Lien Agent Collateral Agents under the Second Junior Lien Documents did not exist. Until the Discharge of First Lien Debt has occurred, the rights of Second each Junior Lien Collateral Agent shall at all times be subject to the terms of this Intercreditor Agreement and to First Lien Agent’s rights under the First Lien Documents. After the date that Second any Junior Lien Collateral Agent receives a Discharge of First Lien Debt Notice, and until the Discharge of Second Junior Lien Debt has occurred, the Second Relevant Junior Lien Collateral Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Second Junior Lien Documents. From and after the date that any Junior Lien Collateral Agent receives a Discharge of First Lien Debt Notice, the rights of any First Lien Secured Party shall be subject to the terms of this Intercreditor Agreement and to each Junior Lien Collateral Agent’s rights under the Junior Lien Documents. (c) c. Each Agent shall have no obligation whatsoever to any other Agent or any other Secured Party to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 65. The duties or responsibilities of each Agent under this Section 6 5 shall be limited solely to holding the Pledged Collateral as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent Agents for purposes of perfecting the Lien held by the other AgentAgents. (d) d. Each Agent shall not have by reason of the First Lien Documents, the Second Lien Documents, the New Convertible Notes Documents or this Intercreditor Agreement, Agreement or any other document, document a fiduciary relationship in respect of the other Agent Agents or any of the other Secured Parties and shall not have any liability to the other Agent Agents or any other Secured Party in connection with its holding the Pledged Collateral, other than for its gross negligence or willful misconduct as determined by a final, non-appealable order of a court of competent jurisdiction.

Each Agent as Bailee. (a) Each Agent agrees to hold any Shared Collateral that can be perfected by is in the possession or control of such Collateral Agent (or of any account in which such Collateral is heldits agents or bailees), and if such Collateral or any such account is in fact in to the extent that possession or control thereof is effective to perfect a Lien thereon under the control of such Agent, or of agents or bailees of such Agent UCC (such Shared Collateral being referred to herein as the “Shared Pledged Collateral”) ), as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent solely for the purpose of perfecting the Lien granted to the other Agent in such Shared Pledged Collateral (including, but not limited to, including as to any securities or any deposit accounts or securities accounts, if any, for purposes of satisfying the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the UCC) pursuant to the First Lien Revolving Loan Documents or Second Lien Term Loan Documents, as applicable, subject to the terms and conditions of this Section 65. (b) Until the Discharge of First Lien Revolving Loan Priority Debt has occurred, First Lien Revolving Loan Agent shall be entitled to deal with the Shared Pledged Collateral constituting Revolving Loan Priority Collateral in accordance with the terms of the First Lien Documents as if the Liens of Second Lien Agent under the Second Lien Documents did not existRevolving Loan Documents. Until the Discharge of First Lien Debt has occurred, the The rights of Second Lien Term Loan Agent to such Shared Pledged Collateral shall at all times be subject to the terms of this Intercreditor Agreement and to First Lien Revolving Loan Agent’s rights under the First Lien Revolving Loan Documents. After the date that Second Lien Agent receives a Discharge of First Lien Debt Notice, and until Until the Discharge of Second Lien Term Loan Priority Debt has occurred, the Second Lien Term Loan Agent shall be entitled to deal with the Shared Pledged Collateral constituting Term Loan Priority Collateral in accordance with the terms of the Second Lien Term Loan Documents. The rights of Revolving Loan Agent to such Shared Pledged Collateral shall at all times be subject to the terms of this Agreement and to Term Loan Agent’s rights under the Term Loan Documents. (c) Each Agent shall have no obligation whatsoever to any the other Agent or any other Secured Party to assure that the Shared Pledged Collateral is genuine or owned by any of the U.S. Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 65. The duties or responsibilities of each Agent under this Section 6 5 shall be limited solely to holding the Shared Pledged Collateral as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent for purposes of perfecting the Lien held by the other Agent. (d) Each Agent shall not have by reason of the First Lien Revolving Loan Documents, the Second Lien Documents, Term Loan Documents or this Intercreditor Agreement, Agreement or any other document, document a fiduciary relationship in respect of the other Agent or any of the other Secured Parties and shall not have any liability to the other Agent or any other Secured Party in connection with its holding the Shared Pledged Collateral, other than for its gross negligence or willful misconduct as determined by a final, non-appealable order of a court of competent jurisdiction.

Each Agent as Bailee. (a) Each Agent agrees to hold 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 such Agent, or of agents or bailees of such Agent (such Collateral being referred to herein as the “Pledged Collateral”) as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent solely for the purpose of perfecting the Lien granted to the other Agent in such Pledged Collateral (including, but not limited to, any securities or any deposit accounts or securities accounts, if any) pursuant to the First Lien Documents or Second Lien Documents, as applicable, subject to the terms and conditions of this Section 65. (b) Until the Discharge of First Lien Debt (other than the First Lien Debt Excess) has occurred, First Lien Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First Lien Documents as if the Liens of Second Lien Agent under the Second Lien Documents did not exist. Until the Discharge of First Lien Debt (other than the First Lien Debt Excess) has occurred, the rights of Second Lien Agent shall at all times be subject to the terms of this Intercreditor Agreement and to First Lien Agent’s rights under the First Lien Documents. After the date that Second Lien Agent receives a Discharge of First Lien Debt Notice, and until the Discharge of Second Lien Debt has occurred, the Second Lien Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Second Lien Documents as if the Liens of any holder of First Lien Debt Excess did not exist. From and after the date that Second Lien Agent receives a Discharge of First Lien Debt Notice, the rights of any First Lien Secured Party shall be subject to the terms of this Intercreditor Agreement and to Second Lien Agent’s rights under the Second Lien Documents. (c) Each Agent shall have no obligation whatsoever to any the other Agent or any other Secured Party to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 65. The duties or responsibilities of each Agent under this Section 6 5 shall be limited solely to holding the Pledged Collateral as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent for purposes of perfecting the Lien held by the other Agent. (d) Each Agent shall not have by reason of the First Lien Documents, the Second Lien Documents, Documents or this Intercreditor Agreement, Agreement or any other document, document a fiduciary relationship in respect of the other Agent or any of the other Secured Parties and shall not have any liability to the other Agent or any other Secured Party in connection with its holding the Pledged Collateral, other than for its gross negligence or willful misconduct as determined by a final, non-appealable order of a court of competent jurisdiction.

Each Agent as Bailee. (a) Each Agent agrees to hold any Collateral that can be perfected by is in the possession or control of such Collateral Agent (or of any account in which such Collateral is heldits agents or bailees), and if such Collateral or any such account is in fact in to the extent that possession or control thereof is effective to perfect a Lien thereon under the control of such Agent, or of agents or bailees of such Agent Uniform Commercial Code (such Collateral being referred to herein as the “Pledged Collateral”) ), as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent solely for the purpose of perfecting the Lien granted to the other Agent in such Pledged Collateral (including, but not limited to, including as to any securities or any deposit accounts or securities accounts, if any, for purposes of satisfying the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the UCC) pursuant to the First Lien Revolving Loan Documents or Second Lien ROW Debt Documents, as applicable, subject to the terms and conditions of this Section 65. (b) Until the Discharge of First Lien Revolving Loan Debt has occurred, First Lien the Revolving Loan Agent shall be entitled to deal with the Pledged Collateral constituting Revolving Loan Priority Collateral in accordance with the terms of the First Lien Documents as if the Liens of Second Lien Agent under the Second Lien Documents did not existRevolving Loan Documents. Until the Discharge of First Lien Debt has occurred, the The rights of Second Lien the Collateral Agent to such Pledged Collateral shall at all times be subject to the terms of this Intercreditor Agreement and to First Lien the Revolving Loan Agent’s rights under the First Lien Revolving Loan Documents. After the date that Second Lien Agent receives a Discharge of First Lien Debt Notice, and until Until the Discharge of Second Lien ROW Debt has occurred, the Second Lien Collateral Agent shall be entitled to deal with the Pledged Collateral constituting ROW Priority Collateral in accordance with the terms of the Second Lien ROW Debt Documents. The rights of the Revolving Loan Agent to such Pledged Collateral shall at all times be subject to the terms of this Agreement and to the Collateral Agent’s rights under the ROW Debt Documents. (c) Each No Agent shall have no any obligation whatsoever to any other Agent or any other Secured Party to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 65. The duties or responsibilities of each Agent under this Section 6 5 shall be limited solely to holding the Pledged Collateral as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent applicable Agent(s) for purposes of perfecting the Lien held by the other Agentapplicable Agent(s). (d) Each No Agent shall not have by reason of the First Lien Revolving Loan Documents, the Second Lien Documents, ROW Debt Documents or this Intercreditor Agreement, Agreement or any other document, document a fiduciary relationship in respect of the any other Agent or any of the other Secured Parties and shall not have any liability to the any other Agent or any other Secured Party in connection with its holding the Pledged Collateral, other than for its gross negligence negligence, bad faith, or willful misconduct as determined by a final, non-appealable order of a court of competent jurisdiction.

Each Agent as Bailee. (a) Each The ABL Agent agrees to hold any ABL Priority Collateral that can be perfected by the possession or control of such ABL Priority Collateral or of any account in which such ABL Priority Collateral is held, and if such ABL Priority Collateral or any such account is in fact in the possession or under the control of such the ABL Agent, or of agents or bailees of such the ABL Agent (such ABL Priority Collateral being referred to herein as the “Pledged Collateral”) as gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and sub9-collateral agent 313(c) of the UCC) and agent, as the case may be, for and on behalf of the other Term Loan Agent (and any assignee thereof) solely for the purpose of perfecting the Lien security interest, if any, granted to the other Term Loan Agent in such Pledged Collateral (including, but not limited to, any securities or any deposit accounts or securities accounts, if any) pursuant to the First Lien Documents or Second Lien Term Loan Collateral Documents, as applicable, subject to the terms and conditions of this Section 65.3. (b) Until the Discharge of First Lien Debt ABL Obligations has occurred, First Lien ABL Agent shall be entitled to deal with the Pledged Collateral constituting ABL Priority Collateral in accordance with the terms of the First Lien ABL Collateral Documents as if the Liens of Second Lien Term Loan Agent under the Second Lien Term Loan Collateral Documents did not exist. Until the Discharge of First Lien Debt has occurred, the The rights of Second Lien ABL Agent and Term Loan Agent shall at all times be subject to the terms of this Intercreditor Agreement and and, in the case of ABL Agent, to First Lien ABL Agent’s rights under the First Lien Documents. After ABL Collateral Documents and, in the date that Second Lien Agent receives a Discharge case of First Lien Debt NoticeTerm Loan Agent, and until to Term Loan Agent’s rights under the Discharge of Second Lien Debt has occurred, the Second Lien Agent shall be entitled to deal with the Pledged Term Loan Collateral in accordance with the terms of the Second Lien Documents. (c) Each The ABL Agent shall have no obligation whatsoever to any other the Term Loan Agent or any other Secured Party to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 65.3. The duties or responsibilities of each the ABL Agent under this Section 6 5.3 shall be limited solely (i) to holding the Pledged Collateral as gratuitous bailee and sub-collateral agent for and on behalf of the other Term Loan Agent for purposes of perfecting the Lien held by the other AgentTerm Loan Agent and (ii) delivering such collateral as set forth in Section 5.4. (d) Each Agent shall not have by reason of the First Lien ABL Collateral Documents, the Second Lien Documents, Term Loan Collateral Documents or this Intercreditor Agreement, Agreement or any other document, document a fiduciary relationship in respect of the other Agent or any of the other Secured Parties persons for whose benefit such Agent hold Liens and shall not have any liability to the other Agent or any such other Secured Party person in connection with its holding the Pledged Collateral, other than for its gross negligence or willful misconduct as determined by a final, non-appealable order of a court of competent jurisdiction.