Common use of Gratuitous Bailee for Perfection Clause in Contracts

Gratuitous Bailee for Perfection. Each Second Priority Representative agrees to hold any Second Priority Collateral that can be perfected by the possession or control, in its possession or control (or in the possession or control of its agents or bailees) as sub-agent and gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other Second Priority Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Second Priority Shared Collateral, if any, pursuant to the applicable Second Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 13.05; provided that the Second Priority Secured Parties agree to deliver all such Second Priority Shared Collateral that can be perfected by the possession or control to the Designated Second Priority Representative together with any necessary endorsements (or otherwise allow the Designated Second Priority Representative to obtain control of such Second Priority Shared Collateral). The Designated Second Priority Representative agrees to hold any Second Priority Shared Collateral that can be perfected by the possession or control, from time to time in its possession or control, as sub-agent and gratuitous bailee such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable for the benefit of each other Second Priority Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Second Priority Shared Collateral, if any, pursuant to the applicable Second Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 13.05 The duties or responsibilities of each Second Priority Representative under this Section 13.05 shall be limited solely to holding any Second Priority Shared Collateral as gratuitous bailee for the benefit of each other Second Priority Secured Party for purposes of perfecting the Lien held by such Second Priority Secured Parties therein. Nothing in this Section 13.05 shall be construed to impose any fiduciary or other duty on any Designated Second Priority Representative or any Second Priority Representative to any to any other Second Priority Secured Party or give any Second Priority Secured Party the right to direct the Designated Second Priority Representative, except that the Designated Second Priority Representative shall be obligated to distribute proceeds of any Second Priority Shared Collateral in accordance with Sections 4.01 and 13.01.

Gratuitous Bailee for Perfection. Each Second Senior Subordinated Priority Representative agrees to hold any Second Senior Subordinated Priority Collateral that can be perfected by the possession or control, in its possession or control (or in the possession or control of its agents or bailees) as sub-agent and gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other Second Senior Subordinated Priority Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Second Senior Subordinated Priority Shared Collateral, if any, pursuant to the applicable Second Senior Subordinated Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 13.0514.05; provided that the Second Senior Subordinated Priority Secured Parties agree to deliver all such Second Senior Subordinated Priority Shared Collateral that can be perfected by the possession or control to the Designated Second Senior Subordinated Priority Representative together with any necessary endorsements (or otherwise allow the Designated Second Senior Subordinated Priority Representative to obtain control of such Second Senior Subordinated Priority Shared Collateral). The Designated Second Senior Subordinated Priority Representative agrees to hold any Second Senior Subordinated Priority Shared Collateral that can be perfected by the possession or control, from time to time in its possession or control, as sub-agent and gratuitous bailee such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable for the benefit of each other Second Senior Subordinated Priority Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Second Senior Subordinated Priority Shared Collateral, if any, pursuant to the applicable Second Senior Subordinated Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 13.05 14.05. The duties or responsibilities of each Second Senior Subordinated Priority Representative under this Section 13.05 14.05 shall be limited solely to holding any Second Senior Subordinated Priority Shared Collateral as gratuitous bailee for the benefit of each other Second Senior Subordinated Priority Secured Party for purposes of perfecting the Lien held by such Second Senior Subordinated Priority Secured Parties therein. Nothing in this Section 13.05 14.05 shall be construed to impose any fiduciary or other duty on any Designated Second Senior Subordinated Priority Representative or any Second Senior Subordinated Priority Representative to any to any other Second Senior Subordinated Priority Secured Party or give any Second Senior Subordinated Priority Secured Party the right to direct the Designated Second Senior Subordinated Priority Representative, except that the Designated Second Senior Subordinated Priority Representative shall be obligated to distribute proceeds of any Second Senior Subordinated Priority Shared Collateral in accordance with Sections 4.01 and 13.0114.01.

Gratuitous Bailee for Perfection. (a) Each Second Priority Senior Representative acknowledges and agrees to that if it shall at any time hold a Lien securing any Second Priority Senior Obligations on any Shared Collateral that can be perfected (i) by the possession of such Shared Collateral or controlof any account in which such Shared Collateral is held, and if such Shared Collateral or any such account is in its possession or control (or fact in the possession or under the control of its such Senior Representative, or of agents or baileesbailees of such Person (such Shared Collateral being referred to herein as the “Pledged Collateral”), or (ii) by control of any deposit account or securities account constituting Shared Collateral, if any, or in which such Shared Collateral is held, and if any such deposit account or securities account is in fact under the control of such Senior Representative, or of agents or bailees of such Person (such Shared Collateral being referred to herein as the “Controlled Collateral”) or if it shall at any time obtain any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, the applicable Senior Representative (x) shall also hold such Pledged Collateral or Controlled Collateral, or take such actions with respect to such landlord waiver, bailee’s letter or similar agreement or arrangement, as sub-agent and or gratuitous bailee for the relevant Second Priority Representatives and (y) acknowledges that it has control of such Controlled Collateral on behalf of the relevant Second Priority Representatives and each Second Priority Debt Party (such bailment and agency being intended, among other things, to satisfy the requirements requirement of Section 8-301(a)(2) ), 9-104, 9-105, 9-106, 9-107 and 9-313(c) of the Uniform Commercial CodeCode as in effect in any applicable jurisdiction), to the extent applicable) for the benefit of in each other Second Priority Secured Party and any assignee case solely for the purpose of perfecting the security interest Liens granted in such Second Priority Shared Collateral, if any, pursuant to under the applicable relevant Second Priority Collateral Documents, in each case, Documents and subject to the terms and conditions of this Section 13.05; provided that the Second Priority Secured Parties agree to deliver all such Second Priority Shared Collateral that can be perfected by the possession or control to the Designated Second Priority Representative together with any necessary endorsements (or otherwise allow the Designated Second Priority Representative to obtain control of such Second Priority Shared Collateral). The Designated Second Priority Representative agrees to hold any Second Priority Shared Collateral that can be perfected by the possession or control, from time to time in its possession or control, as sub-agent and gratuitous bailee such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable for the benefit of each other Second Priority Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Second Priority Shared Collateral, if any, pursuant to the applicable Second Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 13.05 The duties or responsibilities of each Second Priority Representative under this Section 13.05 shall be limited solely to holding any Second Priority Shared Collateral as gratuitous bailee for the benefit of each other Second Priority Secured Party for purposes of perfecting the Lien held by such Second Priority Secured Parties therein. Nothing in this Section 13.05 shall be construed to impose any fiduciary or other duty on any Designated Second Priority Representative or any Second Priority Representative to any to any other Second Priority Secured Party or give any Second Priority Secured Party the right to direct the Designated Second Priority Representative, except that the Designated Second Priority Representative shall be obligated to distribute proceeds of any Second Priority Shared Collateral in accordance with Sections 4.01 and 13.015.06.

Gratuitous Bailee for Perfection. Each Second Senior Priority Representative agrees to hold any Second Senior Priority Shared Collateral that can be perfected by the possession or control, in its possession or control (or in the possession or control of its agents or bailees) as sub-agent and gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other Second Senior Priority Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Second Senior Priority Shared Collateral, if any, pursuant to the applicable Second Senior Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 13.0512.06; provided that the Second Senior Priority Secured Parties agree to deliver all such Second Senior Priority Shared Collateral that can be perfected by the possession or control to the Designated Second Senior Priority Representative together with any necessary endorsements (or otherwise allow the Designated Second Senior Priority Representative to obtain control of such Second Senior Priority Shared Collateral). The Designated Second Senior Priority Representative agrees to hold any Second Senior Priority Shared Collateral that can be perfected by the possession or control, from time to time in its possession or control, as sub-agent and gratuitous bailee such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable applicable) for the benefit of each other Second Senior Priority Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Second Senior Priority Shared Collateral, if any, pursuant to the applicable Second Senior Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 13.05 12.06 The duties or responsibilities of each Second Senior Priority Representative under this Section 13.05 12.06 shall be limited solely to holding any Second Senior Priority Shared Collateral as gratuitous bailee for the benefit of each other Second Senior Priority Secured Party for purposes of perfecting the Lien held by such Second Senior Priority Secured Parties therein. Nothing in this Section 13.05 12.06 shall be construed to impose any fiduciary or other duty on any Designated Second Senior Priority Representative or any Second Senior Priority Representative to any to any other Second Senior Priority Secured Party or give any Second Senior Priority Secured Party the right to direct the Designated Second Senior Priority Representative, except that the Designated Second Senior Priority Representative shall be obligated to distribute proceeds of any Second Senior Priority Shared Collateral in accordance with Sections 4.01 and 13.0112.01.

Gratuitous Bailee for Perfection. Each Second Priority Representative (a) The First Lien Collateral Agent (without any representation, warranty or recourse) agrees to hold any Second Priority that part of the Collateral that can be perfected by the possession or control, is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such Collateral being the “First Lien Pledged Collateral) as sub-agent and gratuitous bailee for the Collateral Trustee and the Second Lien Claimholders (such bailment being intended, among other things, to satisfy the requirements of Section Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the Uniform Commercial CodeUCC), to the extent applicable) for the benefit of each other Second Priority Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such under the Second Priority Shared Collateral, if any, pursuant to the applicable Second Priority Lien Collateral Documents, in each case, subject to the terms and conditions of this Section 13.05; provided 5.4. The Collateral Trustee (without any representation, warranty or recourse) agrees to hold that part of the Second Priority Secured Parties agree to deliver all such Second Priority Shared Collateral that can be perfected by is in its possession or control (or in the possession or control of its agents or bailees) to the Designated Second Priority Representative together with any necessary endorsements (or otherwise allow the Designated Second Priority Representative to obtain control of such Second Priority Shared Collateral). The Designated Second Priority Representative agrees to hold any Second Priority Shared Collateral extent that can be perfected by the possession or control, from time control thereof is taken to time in its possession or control, perfect a Lien thereon under the UCC (such Collateral being the “Second Lien Pledged Collateral”) as sub-agent and gratuitous bailee for the First Lien Collateral Agent and the First Lien Claimholders (such bailment being intended, among other things, to satisfy the requirements of Section Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable for the benefit of each other Second Priority Secured Party and any assigneeUCC), solely for the purpose of perfecting the security interest granted in such Second Priority Shared Collateral, if any, pursuant to under the applicable Second Priority First Lien Collateral Documents, in each case, subject to the terms and conditions of this Section 13.05 The duties 5.4. Solely with respect to any Deposit Accounts under the control (within the meaning of Section 9-104 of the UCC) of the First Lien Collateral Agent or responsibilities the Collateral Trustee, each of each Second Priority Representative under the First Lien Collateral Agent and the Collateral Trustee (without any representation, warranty or recourse) agrees to also hold control over such Deposit Accounts as gratuitous agent for the Collateral Trustee or the First Lien Collateral Agent, as applicable, subject to the terms and conditions of this Section 13.05 shall be limited solely to holding any Second Priority Shared Collateral as gratuitous bailee for the benefit of each other Second Priority Secured Party for purposes of perfecting the Lien held by such Second Priority Secured Parties therein. Nothing in this Section 13.05 shall be construed to impose any fiduciary or other duty on any Designated Second Priority Representative or any Second Priority Representative to any to any other Second Priority Secured Party or give any Second Priority Secured Party the right to direct the Designated Second Priority Representative, except that the Designated Second Priority Representative shall be obligated to distribute proceeds of any Second Priority Shared Collateral in accordance with Sections 4.01 and 13.015.4.

Gratuitous Bailee for Perfection. Each Second Priority Senior Representative acknowledges and agrees to that if it shall at any time hold a Lien securing any Second Priority Collateral that can be perfected by the possession or control, in its possession or control (or in the possession or control of its agents or bailees) as sub-agent and gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other Second Priority Secured Party and Senior Obligations on any assignee solely for the purpose of perfecting the security interest granted in such Second Priority Shared Collateral, if any, pursuant to the applicable Second Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 13.05; provided that the Second Priority Secured Parties agree to deliver all such Second Priority Shared Collateral that can be perfected by the possession or control to 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 Designated Second Priority Representative together with any necessary endorsements (possession or otherwise allow under the Designated Second Priority Representative to obtain control of such Second Priority Senior Representative, or of agents or bailees of such Person (such Shared Collateral being referred to herein as the “Pledged or Controlled Collateral”), or if it shall any time obtain any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral). The Designated Second Priority , the applicable Senior Representative agrees shall also hold such Pledged or Controlled Collateral, or take such actions with respect to hold any Second Priority Shared Collateral that can be perfected by the possession such landlord waiver, bailee’s letter or control, from time to time in its possession similar agreement or controlarrangement, as sub-agent and or gratuitous bailee such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable for the benefit of each other relevant Second Priority Secured Party and any assigneeRepresentatives, in each case solely for the purpose of perfecting the security interest Liens granted in such Second Priority Shared Collateral, if any, pursuant to under the applicable relevant Second Priority Collateral Documents, in each case, Documents and subject to the terms and conditions of this Section 13.05 5.05. Except as otherwise specifically provided herein, until the Discharge of Senior Obligations has occurred, the Senior Representatives and the Senior Secured Parties shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of the Senior Debt Documents as if the Liens under the Second Priority Collateral Documents did not exist. The rights of the Second Priority Representatives and the Second Priority Debt Parties with respect to the Pledged or Controlled Collateral shall at all times be subject to the terms of this Agreement. The Senior Representatives and the Senior Secured Parties shall have no obligation whatsoever to the Second Priority Representatives or any Second Priority Debt Party to assure that any of the Pledged or Controlled Collateral is genuine or owned by the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Shared Collateral, except as expressly set forth in this Section 5.05. The duties or responsibilities of each Second Priority Representative the Senior Representatives under this Section 13.05 5.05 shall be limited solely to holding any Second Priority or controlling the Shared Collateral and the related Liens referred to in paragraphs (a) and (b) of this Section 5.05 as sub-agent and gratuitous bailee for the benefit of each other relevant Second Priority Secured Party Representative for purposes of perfecting the Lien held by such Second Priority Secured Parties thereinRepresentative. Nothing The Senior Representatives shall not have by reason of the Second Priority Collateral Documents or this Agreement, or any other document, a fiduciary relationship in this Section 13.05 shall be construed to impose respect of any fiduciary or other duty on any Designated Second Priority Representative or any Second Priority Representative to any to any other Debt Party, and each, Second Priority Secured Party or give any Representative, for itself and on behalf of each Second Priority Secured Debt Party under its Second Priority Debt Facility, hereby waives and releases the right Senior Representatives from all claims and liabilities arising pursuant to direct the Senior Representatives’ roles under this Section 5.05 as sub-agents and gratuitous bailees with respect to the Shared Collateral. Upon the Discharge of Senior Obligations, each applicable Senior Representative shall, at the Grantors’ sole cost and expense, (i) (A) deliver to the Designated Second Priority Representative, except to the extent that it is legally permitted to do so, all Shared Collateral, including all proceeds thereof, held or controlled by such Senior Representative or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged or Controlled Collateral, together with any necessary endorsements and notices to depositary banks, securities intermediaries and commodities intermediaries, and assign its rights under any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, or (B) direct and deliver such Shared Collateral as a court of competent jurisdiction may otherwise direct, (ii) notify any applicable insurance carrier that it is no longer entitled to be a loss payee or additional insured under the insurance policies of any Gran-tor issued by such insurance carrier and (iii) notify any governmental authority involved in any condemnation or similar proceeding involving any Grantor that the Designated Second Priority Party Representative is entitled to approve any awards granted in such proceeding. The Company and the other Grantors shall be obligated take such further action as is required to distribute proceeds effectuate the transfer contemplated hereby and shall indemnify each Senior Representative for loss or damage suffered by such Senior Representative as a result of such transfer, except for loss or damage suffered by any such Person as a result of its own willful misconduct, gross negligence or bad faith. The Senior Representatives have no obligations to follow instructions from any Second Priority Shared Collateral Representative or any other Second Priority Debt Party in accordance with Sections 4.01 contravention of this Agreement. None of the Senior Representatives nor any of the other Senior Secured Parties shall be required to marshal any present or future collateral security for any obligations of the Company or any Subsidiary to any Senior Representative or any Senior Secured Party under the Senior Debt Documents or any assurance of payment in respect thereof, or to resort to such collateral security or other assurances of payment in any particular order, and 13.01all of their rights in respect of such collateral security or any assurance of payment in respect thereof shall be cumulative and in addition to all other rights, however existing or arising.

Gratuitous Bailee for Perfection. (a) Each Second Priority Senior Representative acknowledges and agrees to that if it shall at any time hold a Lien securing any Second Priority Senior Obligations on any Shared Collateral that can be perfected by the possession or possession, control, or notation, of such Shared Collateral or of any account in its possession which such Shared Collateral is held, and if such Shared Collateral or control (or any such account is in fact in the possession or under the control of, or notation, in the name of, such Senior Representative, or of agents or bailees of such Person (such Shared Collateral being referred to herein as the “Pledged or Controlled Collateral”), or if it shall at any time obtain any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, the applicable Senior Representative shall also hold such Pledged or Controlled Collateral, as sub-agent or gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the relevant Second Priority Representatives, in each case solely for the purpose of perfecting the Liens granted under the relevant Second Priority Collateral Documents and subject to the terms and conditions of this Section 5.05. (b) In the event that any Senior Representative (or its agents or bailees) has Lien filings against Intellectual Property that is part of the Shared Collateral that are necessary for the perfection of Liens in such Shared Collateral, such Senior Representative agrees to hold such Liens as sub-agent and gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other relevant Second Priority Secured Party Representatives and any assignee thereof, solely for the purpose of perfecting the security interest granted in such Second Priority Shared Collateral, if any, Liens pursuant to the applicable relevant Second Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 13.05; 5.05. (c) Except as otherwise specifically provided that herein, until the Discharge of Senior Obligations has occurred, the Senior Representatives and the Senior Secured Parties shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of the Senior Debt Documents as if the Liens under the Second Priority Collateral Documents did not exist. The rights of the Second Priority Representatives and the Second Priority Debt Parties with respect to the Pledged or Controlled Collateral shall at all times be subject to the terms of this Agreement. (d) The Senior Representatives and the Senior Secured Parties agree shall have no obligation whatsoever to deliver all such the Second Priority Shared Collateral that can be perfected by the possession Representatives or control to the Designated Second Priority Representative together with any necessary endorsements (or otherwise allow the Designated Second Priority Representative to obtain control of such Second Priority Shared Collateral). The Designated Second Priority Representative agrees to hold any Second Priority Debt Party to assure that any of the Pledged or Controlled Collateral is genuine or owned by the Obligors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Shared Collateral, except as expressly set forth in this Section 5.05. The duties or responsibilities of the Senior Representatives under this Section 5.05 shall be limited solely to holding, controlling, or being notated on, the Shared Collateral that can be perfected by and the possession or control, from time related Liens referred to time in its possession or control, paragraphs (a) and (b) of this Section 5.05 as sub-agent and gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-8- 301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable applicable) for the benefit of each other Second Priority Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Second Priority Shared Collateral, if any, pursuant to the applicable Second Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 13.05 The duties or responsibilities of each relevant Second Priority Representative under this Section 13.05 shall be limited solely to holding any Second Priority Shared Collateral as gratuitous bailee for the benefit of each other Second Priority Secured Party for purposes of perfecting the Lien held by such Second Priority Secured Parties therein. Nothing Representative. (e) The Senior Representatives shall not have by reason of the Second Priority Collateral Documents or this Agreement, or any other document, a fiduciary relationship in this Section 13.05 shall be construed to impose respect of any fiduciary or other duty on any Designated Second Priority Representative or any Second Priority Representative to any to any other Debt Party, and each, Second Priority Secured Party or give any Representative, for itself and on behalf of each Second Priority Secured Debt Party under its Second Priority Debt Facility, hereby waives and releases the right Senior Representatives from all claims and liabilities arising pursuant to direct the Senior Representatives’ roles under this Section 5.05 as sub-agents and gratuitous bailees with respect to the Shared Collateral. (f) Upon the Discharge of Senior Obligations, each applicable Senior Representative shall, at the Obligors’ sole cost and expense, (A) deliver to the Designated Second Priority Representative, to the extent that it is legally permitted to do so, all Shared Collateral, including all Proceeds thereof, held or controlled by such Senior Representative or any of its agents or bailees or (B) direct and deliver such Shared Collateral as a court of competent jurisdiction may otherwise direct. The Obligors shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each Senior Representative for loss or damage suffered by such Senior Representative as a result of such transfer, except that the Designated for loss or damage suffered by any such Person as a result of its own gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The Senior Representatives have no obligations to follow instructions from any Second Priority Representative or any other Second Priority Debt Party in contravention of this Agreement. No Senior Representative shall be obligated have any liability to distribute proceeds of any Second Priority Shared Collateral Debt Party. (g) None of the Senior Representatives nor any of the other Senior Secured Parties shall be required to marshal any present or future collateral security for any obligations of the Obligors to any Senior Representative or any Senior Secured Party under the Senior Debt Documents or any assurance of payment in accordance with Sections 4.01 respect thereof or to any Second Priority Debt Party, or to resort to such collateral security or other assurances of payment in any particular order, and 13.01all of their rights in respect of such collateral security or any assurance of payment in respect thereof shall be cumulative and in addition to all other rights, however existing or arising.

Gratuitous Bailee for Perfection. (a) Each Second Priority Senior Representative acknowledges and agrees to that if it shall at any time hold a Lien securing any Second Priority Collateral that can be perfected by the possession or control, in its possession or control (or in the possession or control of its agents or bailees) as sub-agent and gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other Second Priority Secured Party and Senior Obligations on any assignee solely for the purpose of perfecting the security interest granted in such Second Priority Shared Collateral, if any, pursuant to the applicable Second Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 13.05; provided that the Second Priority Secured Parties agree to deliver all such Second Priority Shared Collateral that can be perfected by the possession or control to 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 Designated Second Priority Representative together with any necessary endorsements (possession or otherwise allow under the Designated Second Priority Representative to obtain control of such Senior Representative, or of agents or bailees of such Person (such Shared Collateral being referred to herein as the “Pledged or Controlled Collateral”), or if it shall any time obtain any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, the applicable Senior Representative shall also hold such Pledged or Controlled Collateral, or take such actions with respect to such landlord waiver, bailee’s letter or similar agreement or arrangement, as sub-agent or gratuitous bailee for the relevant Second Priority Representatives, in each case solely for the purpose of perfecting the Liens granted under the relevant Second Priority Collateral Documents and subject to the terms and conditions of this Section 5.05. (b) In the event that any Senior Representative (or its agents or bailees) has Lien filings against Intellectual Property that is part of the Shared Collateral that are necessary for the perfection of Liens in such Shared Collateral). The Designated Second Priority , such Senior Representative agrees to hold any Second Priority Shared Collateral that can be perfected by the possession or control, from time to time in its possession or control, such Liens as sub-agent and gratuitous bailee such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable for the benefit of each other relevant Second Priority Secured Party Representatives and any assigneeassignee thereof, solely for the purpose of perfecting the security interest granted in such Second Priority Shared Collateral, if any, Liens pursuant to the applicable relevant Second Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 13.05 5.05. (c) Except as otherwise specifically provided herein, until the Discharge of Senior Obligations has occurred, the Senior Representatives and the Senior Secured Parties shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of the Senior Debt Documents as if the Liens under the Second Priority Collateral Documents did not exist. The rights of the Second Priority Representatives and the Second Priority Debt Parties with respect to the Pledged or Controlled Collateral shall at all times be subject to the terms of this Agreement. (d) The Senior Representatives and the Senior Secured Parties shall have no obligation whatsoever to the Second Priority Representatives or any Second Priority Debt Party to assure that any of the Pledged or Controlled Collateral is genuine or owned by the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Shared Collateral, except as expressly set forth in this Section 5.05. The duties or responsibilities of each Second Priority Representative the Senior Representatives under this Section 13.05 5.05 shall be limited solely to holding any Second Priority or controlling the Shared Collateral and the related Liens referred to in paragraphs (a) and (b) of this Section 5.05 as sub-agent and gratuitous bailee for the benefit of each other relevant Second Priority Secured Party Representative for purposes of perfecting the Lien held by such Second Priority Secured Parties thereinRepresentative. Nothing (e) The Senior Representatives shall not have by reason of the Second Priority Collateral Documents or this Agreement, or any other document, a fiduciary relationship in this Section 13.05 shall be construed to impose respect of any fiduciary or other duty on any Designated Second Priority Representative or any Second Priority Representative to any to any other Debt Party, and each, Second Priority Secured Party or give any Representative, for itself and on behalf of each Second Priority Secured Debt Party under its Second Priority Debt Facility, hereby waives and releases the right Senior Representatives from all claims and liabilities arising pursuant to direct the Senior Representatives’ roles under this Section 5.05 as sub-agents and gratuitous bailees with respect to the Shared Collateral. (f) Upon the Discharge of Senior Obligations, each applicable Senior Representative shall, at the Grantors’ sole cost and expense, (i) (A) deliver to the Designated Second Priority Representative, except to the extent that it is legally permitted to do so, all Shared Collateral, including all proceeds thereof, held or controlled by such Senior Representative or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged or Controlled Collateral, together with any necessary endorsements and notices to depositary banks, securities intermediaries and commodities intermediaries, and assign its rights under any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, or (B) direct and deliver such Shared Collateral as a court of competent jurisdiction may otherwise direct, (ii) notify any applicable insurance carrier that it is no longer entitled to be a loss payee or additional insured under the insurance policies of any Grantor issued by such insurance carrier and (iii) notify any governmental authority involved in any condemnation or similar proceeding involving any Grantor that the Designated Second Priority Party Representative is entitled to approve any awards granted in such proceeding. The Borrowers and the other Grantors shall be obligated take such further action as is required to distribute proceeds effectuate the transfer contemplated hereby and shall indemnify each Senior Representative for loss or damage suffered by such Senior Representative as a result of such transfer, except for loss or damage suffered by any such Person as a result of its own willful misconduct or gross negligence as determined by a final non-appealable judgment of a court of competent jurisdiction. The Senior Representatives have no obligations to follow instructions from any Second Priority Shared Collateral Representative or any other Second Priority Debt Party in accordance with Sections 4.01 contravention of this Agreement. No Senior Representative shall have any liability to any Second Priority Debt Party. (g) None of the Senior Representatives nor any of the other Senior Secured Parties shall be required to marshal any present or future collateral security for any obligations of the Borrowers or any Subsidiary to any Senior Representative or any Senior Secured Party under the Senior Debt Documents or any assurance of payment in respect thereof or to any Second Priority Debt Party, or to resort to such collateral security or other assurances of payment in any particular order, and 13.01all of their rights in respect of such collateral security or any assurance of payment in respect thereof shall be cumulative and in addition to all other rights, however existing or arising. SECTION 5.06.

Gratuitous Bailee for Perfection. (b) Each Second Priority Senior Representative acknowledges and agrees to that if it shall at any time hold a Lien securing any Second Priority Collateral that can be perfected by the possession or control, in its possession or control (or in the possession or control of its agents or bailees) as sub-agent and gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other Second Priority Secured Party and Senior Obligations on any assignee solely for the purpose of perfecting the security interest granted in such Second Priority Shared Collateral, if any, pursuant to the applicable Second Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 13.05; provided that the Second Priority Secured Parties agree to deliver all such Second Priority Shared Specified Collateral that can be perfected by the possession or control to of such Specified Collateral, and if such Specified Collateral is in fact in the Designated Second Priority Representative together with any necessary endorsements (possession or otherwise allow under the Designated Second Priority Representative to obtain control of such Second Priority Shared Senior Representative, or of agents or bailees of such Person (such Specified Collateral being referred to herein as the “Pledged or Controlled Collateral”). The Designated Second Priority , or if it shall at any time obtain any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Specified Collateral, the applicable Senior Representative agrees shall also hold such Pledged or Controlled Collateral, or take such actions with respect to hold any Second Priority Shared Collateral that can be perfected by the possession such landlord waiver, bailee’s letter or control, from time to time in its possession similar agreement or controlarrangement, as sub-agent and or gratuitous bailee such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable for the benefit of relevant Junior Priority Representatives, in each other Second Priority Secured Party and any assignee, case solely for the purpose of perfecting the security interest Liens granted in such Second Priority Shared Collateral, if any, pursuant to under the applicable Second relevant Junior Priority Collateral Documents, in each case, Documents and subject to the terms and conditions of this Section 13.05 5.04. [Reserved.] Except as otherwise specifically provided herein, until the Discharge of Senior Obligations has occurred, the Senior Representatives and the Senior Secured Parties shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of the Senior Debt Documents as if the Liens under the Junior Priority Collateral Documents securing Junior Priority Debt Obligations did not exist. The rights of the Junior Priority Representatives and the Junior Priority Debt Parties with respect to the Pledged or Controlled Collateral shall at all times be subject to the terms of this Agreement. The Senior Representatives and the Senior Secured Parties shall have no obligation whatsoever to the Junior Priority Representatives or any Junior Priority Debt Party to assure that any of the Pledged or Controlled Collateral is genuine or owned by the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Shared Collateral, except as expressly set forth in this Section 5.04. The duties or responsibilities of each Second Priority Representative the Senior Representatives under this Section 13.05 5.04 shall be limited solely to holding any Second Priority or controlling the Shared Collateral and the related Liens referred to in paragraphs (a) and (b) of this Section 5.04 as sub-agent and gratuitous bailee for the benefit of each other Second relevant Junior Priority Secured Party Representative for purposes of perfecting the Lien held by such Second Junior Priority Secured Parties thereinRepresentative. Nothing The Senior Representatives shall not have by reason of the Junior Priority Collateral Documents or this Agreement, or any other document, a fiduciary relationship in this Section 13.05 shall be construed to impose respect of any fiduciary or other duty on any Designated Second Junior Priority Representative or any Second Junior Priority Representative to any to any other Second Priority Secured Party or give any Second Priority Secured Party the right to direct the Designated Second Debt Party, and each Junior Priority Representative, except that for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby waives and releases the Senior Representatives from all claims and liabilities arising pursuant to the Senior Representatives’ roles under this Section 5.04 as sub-agents and gratuitous bailees with respect to the Shared Collateral. Upon the Discharge of Senior Obligations, each applicable Senior Representative shall, at the Grantors’ sole cost and expense, (i) deliver to the Designated Second Junior Priority Representative, to the extent that it is legally permitted to do so, all Shared Collateral, including all proceeds thereof, held or controlled by such Senior Representative or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged or Controlled Collateral, together with any necessary endorsements and notices to depositary banks, securities intermediaries and commodities intermediaries or (ii) direct and deliver such Shared Collateral as a court of competent jurisdiction may otherwise direct. The Grantors shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each Senior Representative for loss or damage suffered by such Senior Representative as a result of such transfer, except for loss or damage suffered by any such Person as a result of its own wilful misconduct, gross negligence or bad faith. The Senior Representatives have no obligations to follow instructions from any Junior Priority Representative or any other Junior Priority Debt Party in contravention of this Agreement. None of the Senior Representatives nor any of the other Senior Secured Parties shall be obligated required to distribute proceeds marshal any present or future collateral security for any obligations of the Borrower or any Second Priority Subsidiary to any Senior Representative or any Senior Secured Party under the Senior Debt Documents or any assurance of payment in respect thereof, or to resort to such collateral security or other assurances of payment in any particular order, and all of their rights in respect of such collateral security or any assurance of payment in respect thereof shall be cumulative and in addition to all other rights, however existing or arising. When Discharge of Senior Obligations Deemed to Not Have Occurred. If, at any time after the Discharge of Senior Obligations has occurred, the Borrower or any Subsidiary incurs any Senior Obligations (other than in respect of the payment of indemnities surviving the Discharge of Senior Obligations), then such Discharge of Senior Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken prior to the date of such designation as a result of the occurrence of such first Discharge of Senior Obligations) and the applicable agreement governing such Senior Obligations shall automatically be treated as a Senior Debt Document for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Shared Collateral set forth herein and the granting by the applicable Senior Representative of amendments, waivers and consents hereunder and the agent, representative or trustee for the holders of such Senior Obligations shall be a Senior Representative for all purposes of this Agreement. Upon receipt of notice of such incurrence (including the identity of the new Senior Representative) from the Borrower, each Junior Priority Representative (including the Designated Junior Priority Representative) shall promptly (a) enter into such documents and agreements (at the sole expense of the Borrower), including amendments or supplements to this Agreement, as the Borrower or such new Senior Representative shall reasonably request in accordance writing in order to provide the new Senior Representative the rights of a Senior Representative contemplated hereby (b) deliver to such Senior Representative, to the extent that it is legally permitted to do so, all Shared Collateral, including all proceeds thereof, held or controlled by such Junior Priority Representative or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged or Controlled Collateral, together with Sections 4.01 any necessary endorsements and 13.01notices to depositary banks, securities intermediaries and commodities intermediaries. Insolvency or Liquidation Proceedings.

Gratuitous Bailee for Perfection. (a) Each Second Priority Senior Representative acknowledges and agrees to that if it shall at any time hold a Lien securing any Second Priority Collateral that can be perfected by the possession or control, in its possession or control (or in the possession or control of its agents or bailees) as sub-agent and gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other Second Priority Secured Party and Senior Obligations on any assignee solely for the purpose of perfecting the security interest granted in such Second Priority Shared Collateral, if any, pursuant to the applicable Second Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 13.05; provided that the Second Priority Secured Parties agree to deliver all such Second Priority Shared Collateral that can be perfected by the possession or control to 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 Designated Second Priority Representative together with any necessary endorsements (possession or otherwise allow under the Designated Second Priority Representative to obtain control of such Second Priority Senior Representative, or of agents or bailees of such Person (such Shared Collateral being referred to herein as the “Pledged or Controlled Collateral”), or if it shall any time obtain any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral). The Designated Second Priority , the applicable Senior Representative agrees shall also hold such Pledged or Controlled Collateral, or take such actions with respect to hold any Second Priority Shared Collateral that can be perfected by the possession such landlord waiver, bailee’s letter or control, from time to time in its possession similar agreement or controlarrangement, as sub-agent and or gratuitous bailee such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable for the benefit of each other relevant Second Priority Secured Party and any assigneeRepresentatives, in each case solely for the purpose of perfecting the security interest Liens granted in such Second Priority Shared Collateral, if any, pursuant to under the applicable relevant Second Priority Collateral Documents, in each case, Documents and subject to the terms and conditions of this Section 13.05 5.05. (b) Except as otherwise specifically provided herein, until the Discharge of Senior Obligations has occurred, the Senior Representatives and the Senior Secured Parties shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of the Senior Debt Documents as if the Liens under the Second Priority Collateral Documents did not exist. The rights of the Second Priority Representatives and the Second Priority Debt Parties with respect to the Pledged or Controlled Collateral shall at all times be subject to the terms of this Agreement. 20 (c) The Senior Representatives and the Senior Secured Parties shall have no obligation whatsoever to the Second Priority Representatives or any Second Priority Debt Party to assure that any of the Pledged or Controlled Collateral is genuine or owned by the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Shared Collateral, except as expressly set forth in this Section 5.05. The duties or responsibilities of each Second Priority Representative the Senior Representatives under this Section 13.05 5.05 shall be limited solely to holding any Second Priority or controlling the Shared Collateral and the related Liens referred to in paragraphs (a) and (b) of this Section 5.05 as sub-agent and gratuitous bailee for the benefit of each other relevant Second Priority Secured Party Representative for purposes of perfecting the Lien held by such Second Priority Secured Parties thereinRepresentative. Nothing (d) The Senior Representatives shall not have by reason of the Second Priority Collateral Documents or this Agreement, or any other document, a fiduciary relationship in this Section 13.05 shall be construed to impose respect of any fiduciary or other duty on any Designated Second Priority Representative or any Second Priority Representative to any to any other Debt Party, and each, Second Priority Secured Party or give any Representative, for itself and on behalf of each Second Priority Secured Debt Party under its Second Priority Debt Facility, hereby waives and releases the right Senior Representatives from all claims and liabilities arising pursuant to direct the Senior Representatives’ roles under this Section 5.05 as sub-agents and gratuitous bailees with respect to the Shared Collateral. (e) Upon the Discharge of Senior Obligations, each applicable Senior Representative shall, at the Grantors’ sole cost and expense, (i) (A) deliver to the Designated Second Priority Representative, except to the extent that it is legally permitted to do so, all Shared Collateral, including all proceeds thereof, held or controlled by such Senior Representative or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged or Controlled Collateral, together with any necessary endorsements and notices to depositary banks, securities intermediaries and commodities intermediaries, and assign its rights under any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, or (B) direct and deliver such Shared Collateral as a court of competent jurisdiction may otherwise direct, (ii) notify any applicable insurance carrier that it is no longer entitled to be a loss payee or additional insured under the insurance policies of any Gran-tor issued by such insurance carrier and (iii) notify any governmental authority involved in any condemnation or similar proceeding involving any Grantor that the Designated Second Priority Party Representative is entitled to approve any awards granted in such proceeding. The Borrower and the other Grantors shall be obligated take such further action as is required to distribute proceeds effectuate the transfer contemplated hereby and shall indemnify each Senior Representative for loss or damage suffered by such Senior Representative as a result of such transfer, except for loss or damage suffered by any such Person as a result of its own willful misconduct, gross negligence or bad faith. The Senior Representatives have no obligations to follow instructions from any Second Priority Shared Collateral Representative or any other Second Priority Debt Party in accordance with Sections 4.01 contravention of this Agreement. (f) None of the Senior Representatives nor any of the other Senior Secured Parties shall be required to marshal any present or future collateral security for any obligations of the Borrower or any Subsidiary to any Senior Representative or any Senior Secured Party under the Senior Debt Documents or any assurance of payment in respect thereof, or to resort to such collateral security or other assurances of payment in any particular order, and 13.01.all of their rights in 21 respect of such collateral security or any assurance of payment in respect thereof shall be cumulative and in addition to all other rights, however existing or arising. SECTION 5.06

Gratuitous Bailee for Perfection. Each Second Priority Senior Representative acknowledges and agrees to that if it shall at any time hold a Lien securing any Second Priority Collateral that can be perfected by the possession or control, in its possession or control (or in the possession or control of its agents or bailees) as sub-agent and gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other Second Priority Secured Party and Senior Obligations on any assignee solely for the purpose of perfecting the security interest granted in such Second Priority Shared Collateral, if any, pursuant to the applicable Second Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 13.05; provided that the Second Priority Secured Parties agree to deliver all such Second Priority Shared Collateral that can be perfected by the possession or control to 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 Designated Second Priority Representative together with any necessary endorsements (possession or otherwise allow under the Designated Second Priority Representative to obtain control of such Second Priority Senior Representative, or of agents or bailees of such Person (such Shared Collateral being referred to herein as the “Pledged or Controlled Collateral”), or if it shall at any time obtain any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral). The Designated Second Priority , the applicable Senior Representative agrees shall also hold such Pledged or Controlled Collateral, or take such actions with respect to hold any Second Priority Shared Collateral that can be perfected by the possession such landlord waiver, bailee’s letter or control, from time to time in its possession similar agreement or controlarrangement, as sub-agent and or gratuitous bailee such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable for the benefit of each other relevant Second Priority Secured Party and any assigneeRepresentatives, in each case solely for the purpose of perfecting the security interest Liens granted in such Second Priority Shared Collateral, if any, pursuant to under the applicable relevant Second Priority Collateral Documents, in each case, Documents and subject to the terms and conditions of this Section 13.05 5.05. Except as otherwise specifically provided herein, until the Discharge of Senior Obligations has occurred, the Senior Representatives and the Senior Secured Parties shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of the Senior Debt Documents as if the Liens under the Second Priority Collateral Documents did not exist. The rights of the Second Priority Representatives and the Second Priority Debt Parties with respect to the Pledged or Controlled Collateral shall at all times be subject to the terms of this Agreement. The Senior Representatives and the Senior Secured Parties shall have no obligation whatsoever to the Second Priority Representatives or any Second Priority Debt Party to assure that any of the Pledged or Controlled Collateral is genuine or owned by the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Shared Collateral, except as expressly set forth in this Section 5.05. The duties or responsibilities of each Second Priority Representative the Senior Representatives under this Section 13.05 5.05 shall be limited solely to holding any Second Priority or controlling the Shared Collateral and the related Liens referred to in paragraphs (a) and (b) of this Section 5.05 as sub-agent and gratuitous bailee for the benefit of each other relevant Second Priority Secured Party Representative for purposes of perfecting the Lien held by such Second Priority Secured Parties thereinRepresentative. Nothing The Senior Representatives shall not have by reason of the Second Priority Collateral Documents or this Agreement, or any other document, a fiduciary relationship in this Section 13.05 shall be construed to impose respect of any fiduciary or other duty on any Designated Second Priority Representative or any Second Priority Representative to any to any other Debt Party, and each Second Priority Secured Party or give any Representative, for itself and on behalf of each Second Priority Secured Debt Party under its Second Priority Debt Facility, hereby waives and releases the right Senior Representatives from all claims and liabilities arising pursuant to direct the Senior Representatives’ roles under this Section 5.05 as sub-agents and gratuitous bailees with respect to the Shared Collateral. Upon the Discharge of Senior Obligations, each applicable Senior Representative shall, at the Grantors’ sole cost and expense, without recourse, representation or warranty (i) deliver to the Designated Second Priority Representative, except to the extent that it is legally permitted to do so, all Shared Collateral, including all proceeds thereof, held or controlled by such Senior Representative or any of its agents or bailees, including the Designated transfer of possession and control, as applicable, of the Pledged or Controlled Collateral, together with any necessary endorsements (such endorsements shall be without recourse, representation or warranty) and notices to depositary banks, securities intermediaries and commodities intermediaries, and assign its rights under any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, or (ii) direct and deliver such Shared Collateral as a court of competent jurisdiction may otherwise direct. The Company and the other Grantors shall take such further action as is reasonably required to effectuate the transfer contemplated hereby. The Senior Representatives have no obligations to follow instructions from any Second Priority Representative or any other Second Priority Debt Party in contravention of this Agreement. None of the Senior Representatives nor any of the other Senior Secured Parties shall be obligated required to distribute proceeds marshal any present or future collateral security for any obligations of the Company or any Second Priority Shared Collateral Subsidiary to any Senior Representative or any Senior Secured Party under the Senior Debt Documents or any assurance of payment in accordance with Sections 4.01 respect thereof, or to resort to such collateral security or other assurances of payment in any particular order, and 13.01all of their rights in respect of such collateral security or any assurance of payment in respect thereof shall be cumulative and in addition to all other rights, however existing or arising.

Gratuitous Bailee for Perfection. Each Second Priority The Senior Representative acknowledges and agrees to that if it shall at any time hold a Lien securing the Senior Obligations on any Second Priority Collateral that can be perfected by the possession or control, in its possession or control (or in the possession or control of its agents or bailees) as sub-agent and gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other Second Priority Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Second Priority Shared Collateral, if any, pursuant to the applicable Second Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 13.05; provided that the Second Priority Secured Parties agree to deliver all such Second Priority Shared Collateral that can be perfected by the possession or control to 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 Designated Second Priority Representative together with any necessary endorsements (possession or otherwise allow under the Designated Second Priority Representative to obtain control of such Second Priority Senior Representative, or of agents or bailees of such Person (such Shared Collateral being referred to herein as the “Pledged or Controlled Collateral”), or if it shall at any time obtain any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral). The Designated Second Priority , the Senior Representative agrees shall also hold such Pledged or Controlled Collateral, or take such actions with respect to hold any Second Priority Shared Collateral that can be perfected by the possession such landlord waiver, bailee’s letter or control, from time to time in its possession similar agreement or controlarrangement, as sub-sub- agent and or gratuitous bailee for the relevant Junior Representatives (such bailment and agency being intended, among other things, to satisfy the requirements requirement of Section Sections 8-301(a)(2) ), 9-313(c), 9-104, 9-105, 9-106, and 9-313(c) 107 of the Uniform Commercial CodeUCC), to the extent applicable for the benefit of in each other Second Priority Secured Party and any assignee, case solely for the purpose of perfecting the security interest Liens granted in such Second Priority Shared Collateral, if any, pursuant to under the applicable Second relevant Junior Priority Collateral Documents, in each case, Documents and subject to the terms and conditions of this Section 13.05 5.06. Except as otherwise specifically provided herein, until the Discharge of Senior Obligations has occurred, the Senior Representative and the Senior Secured Parties shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of the Senior Debt Documents as if the Liens under the Junior Priority Collateral Documents did not exist. The rights of the Junior Representatives and the Junior Priority Debt Parties with respect to the Pledged or Controlled Collateral shall at all times be subject to the terms of this Agreement. The Senior Representative and the Senior Secured Parties shall have no obligation whatsoever to the Junior Representatives or any Junior Priority Debt Party to assure that any of the Pledged or Controlled Collateral is genuine or owned by the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Shared Collateral, except as expressly set forth in this Section 5.06. The duties or responsibilities of each Second Priority the Senior Representative under this Section 13.05 5.06 shall be limited solely to holding any Second Priority or controlling the Shared Collateral and the related Liens referred to in paragraphs (a) and (b) of this Section 5.06 as sub-agent and gratuitous bailee for the benefit of each other Second Priority Secured Party relevant Junior Representative for purposes of perfecting the Lien held by such Second Junior Representative and delivering the Shared Collateral upon a Discharge of Senior Obligations as set forth in Section 5.06(f). The Senior Representative shall not have by reason of the Junior Priority Secured Parties therein. Nothing Collateral Documents or this Agreement, or any other document, a fiduciary relationship in this Section 13.05 shall be construed to impose respect of any fiduciary or other duty on any Designated Second Priority Junior Representative or any Second Junior Priority Debt Party, and each Junior Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby waives and releases the Senior Representative from all claims and liabilities arising pursuant to any the Senior Representative’s roles under this Section 5.06 as sub-agents and gratuitous bailees with respect to any other Second Priority Secured Party or give any Second Priority Secured Party the right Shared Collateral. Upon the Discharge of Senior Obligations, the Senior Representative shall, at the Grantors’ sole cost and expense, (i) (A) deliver to direct the Designated Second Priority Junior Representative, except to the extent that it is legally permitted to do so, all Shared Collateral, including all proceeds thereof, held or controlled by the Senior Representative or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged or Controlled Collateral, together with any necessary endorsements and notices to depositary banks, securities intermediaries and commodities intermediaries, and to the extent that it is able to do so assign its rights under any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, or (B) direct and deliver such Shared Collateral as a court of competent jurisdiction may otherwise direct, (ii) notify any applicable insurance carrier that it is no longer entitled to be a loss payee or additional insured under the insurance policies of any Grantor issued by such insurance carrier and (iii) notify any governmental authority involved in any condemnation or similar proceeding involving any Grantor that the Designated Second Junior Representative is entitled to approve any awards granted in such proceeding. Holdings and the other Grantors shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify the Senior Representative for loss or damage suffered by such Senior Representative as a result of such transfer, except for loss or damage suffered by any such Person as a result of its own willful misconduct, gross negligence or bad faith or the willful misconduct, gross negligence or bad faith of a Representative (as determined by a final non-appealable judgment of a court of competent jurisdiction). The Senior Representative have no obligations to follow instructions from any Junior Representative or any other Junior Priority Debt Party in contravention of this Agreement. None of the Senior Representative nor any of the other Senior Secured Parties shall be required to marshal any present or future collateral security for any obligations of Holdings or any Subsidiary to the Senior Representative or any Senior Secured Party under the Senior Debt Documents or any assurance of payment in respect thereof, or to resort to such collateral security or other assurances of payment in any particular order, and all of their rights in respect of such collateral security or any assurance of payment in respect thereof shall be cumulative and in addition to all other rights, however existing or arising. When Discharge of Senior Obligations is Deemed Not to Have Occurred. If, at any time substantially concurrently with or after the Discharge of Senior Obligations has occurred, Holdings or any other Subsidiary Guarantor incurs the Senior Obligations (other than in respect of the payment of indemnities surviving the Discharge of Senior Obligations), then such Discharge of Senior Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken prior to the date of such designation as a result of the occurrence of such first Discharge of Senior Obligations) and the applicable agreement governing such Senior Obligations shall automatically be treated as a Senior Debt Document for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Shared Collateral set forth herein and the agent, representative or trustee for the holders of such Senior Obligations shall be a Senior Representative for all purposes of this Agreement. Upon receipt of notice of such incurrence (including the identity of the new Senior Representative), each Junior Representative (including the Designated Junior Representative) shall promptly (a) enter into such documents and agreements (at the expense of the Borrower), including amendments or supplements to this Agreement, as the Borrower or such new Senior Representative shall be obligated reasonably request in writing in order to distribute provide the new Senior Representative the rights of a Senior Representative contemplated hereby, (b) deliver to such Senior Representative, to the extent that it is legally permitted to do so, all Shared Collateral, including all proceeds thereof, held or controlled by such Junior Representative or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged or Controlled Collateral, together with any Second Priority necessary endorsements and notices to depositary banks, securities intermediaries and commodities intermediaries, and assign its rights under any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral Collateral, and (c) notify any governmental authority involved in accordance with Sections 4.01 and 13.01any condemnation or similar proceeding involving a Grantor that the new Senior Representative is entitled to approve any awards granted in such proceeding.

Gratuitous Bailee for Perfection. Each Second Priority Representative agrees to hold any Second Priority Collateral that can be perfected by the possession or control, in its possession or control (or in the possession or control of its agents or bailees) as sub-agent and gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other Second Priority Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Second Priority Shared Collateral, if any, Liens pursuant to the applicable relevant Second Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 13.05; 5.5. 5.5.3. Except as otherwise specifically provided that herein, until the Discharge of Senior Obligations has occurred, the Senior Representatives and the Senior Secured Parties shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of the Senior Debt Documents as if the Liens under the Second Priority Collateral Documents did not exist. The rights of the Second Priority Representatives and the Second Priority Debt Parties with respect to the Pledged or Controlled Collateral shall at all times be subject to the terms of this Agreement. 5.5.4. The Senior Representatives and the Senior Secured Parties agree shall have no obligation whatsoever to deliver all such the Second Priority Shared Collateral that can be perfected by the possession Representatives or control to the Designated Second Priority Representative together with any necessary endorsements (or otherwise allow the Designated Second Priority Representative to obtain control of such Second Priority Shared Collateral). The Designated Second Priority Representative agrees to hold any Second Priority Debt Party to assure that any of the Pledged or Controlled Collateral is genuine or owned by the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Shared Collateral, except as expressly set forth in this Section 5.5. The duties or responsibilities of the Senior Representatives under this Section 5.5 shall be limited solely to holding or controlling the Shared Collateral that can be perfected by and the possession or control, from time related Liens referred to time in its possession or control, Sections 5.5.1 and 5.5.2 as sub-agent and gratuitous bailee such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable for the benefit of each other Second Priority Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Second Priority Shared Collateral, if any, pursuant to the applicable Second Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 13.05 The duties or responsibilities of each relevant Second Priority Representative under this Section 13.05 shall be limited solely to holding any Second Priority Shared Collateral as gratuitous bailee for the benefit of each other Second Priority Secured Party for purposes of perfecting the Lien held by such Second Priority Secured Parties thereinRepresentative. Nothing 5.5.5. The Senior Representatives shall not have by reason of the Second Priority Collateral Documents or this Agreement, or any other document, a fiduciary relationship in this Section 13.05 shall be construed to impose respect of any fiduciary or other duty on any Designated Second Priority Representative or any Second Priority Representative to any to any other Debt Party, and each Second Priority Secured Party or give any Representative, for itself and on behalf of each Second Priority Secured Debt Party under its Second Priority Debt Facility, hereby waives and releases the right Senior Representatives from all claims and liabilities arising pursuant to direct the Senior Representatives’ roles under this Section 5.5 as sub-agents and gratuitous bailees with respect to the Shared Collateral. 5.5.6. Upon the Discharge of Senior Obligations, each applicable Senior Representative shall, at the Grantors’ sole cost and expense, (i) (A) deliver to the Designated Second Priority Representative, except to the extent that it is legally permitted to do so, all Shared Collateral, including all proceeds thereof, held or controlled by such Senior Representative or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged or Controlled Collateral, together with any necessary endorsements and notices to depositary banks, securities intermediaries and commodities intermediaries, and assign its rights under any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, or (B) direct and deliver such Shared Collateral as a court of competent jurisdiction may otherwise direct, (ii) notify any applicable insurance carrier that it is no longer entitled to be a loss payee or additional insured under the insurance policies of any Grantor issued by such insurance carrier and (iii) notify any governmental authority involved in any condemnation or similar proceeding involving any Grantor that the Designated Second Priority Representative is entitled to approve any awards granted in such proceeding. The Borrower and the other Grantors shall be obligated take such further action as is required to distribute proceeds effectuate the transfer contemplated hereby, and the Borrower and the other Grantors shall indemnify each Senior Representative for loss or damage suffered by such Senior Representative as a result of such transfer, except for loss or damage suffered by any Second Priority Shared Collateral in accordance with Sections 4.01 and 13.01.such Person as a result of its own willful I-2-55

Gratuitous Bailee for Perfection. (a) Each Second Priority Representative acknowledges and agrees to that if it shall at any time hold a Lien on any Second Priority Collateral that can be perfected by the possession or control, in its possession or control (or in the possession or control of its agents or bailees) as sub-agent and gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other Second Priority Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Second Priority Shared Collateral, if any, pursuant to the applicable Second Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 13.05; provided that the Second Priority Secured Parties agree to deliver all such Second Priority Shared Collateral that can be perfected by the possession or control to 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 Designated Second Priority Representative together with any necessary endorsements (possession or otherwise allow under the Designated Second Priority Representative to obtain control of such Second Priority Representative, or of agents or bailees of such Person (such Shared Collateral being referred to herein as the “Pledged or Controlled Collateral”), or if it shall at any time obtain any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights in or access to Shared Collateral). The Designated Second Priority , such Representative agrees shall also hold such Pledged or Controlled Collateral, or take such actions with respect to hold any Second Priority Shared Collateral that can be perfected by the possession such landlord waiver, bailee’s letter or control, from time to time in its possession similar agreement or controlarrangement, as sub-agent and or gratuitous bailee such bailment being intendedfor (i) in the case of a First Priority Representative, among other thingsfor itself and as the collateral agent for the applicable First Priority Secured Parties under the applicable First Priority Debt Documents, to satisfy (ii) after the requirements Discharge of Section 8-301(a)(2) and 9-313(c) First Priority Obligations, in the case of the Uniform Commercial CodeSecond Priority Representative, to for itself and as the extent applicable collateral agent for the Second Priority Secured Parties under the Second Priority Debt Documents, and (iii) as bailee for the benefit of or agent on behalf of the other Representatives and other Secured Parties, in each other Second Priority Secured Party and any assignee, case solely for the purpose of perfecting the security interest Liens granted in such Second under the First Priority Shared Collateral, if any, pursuant to Collateral Documents and the applicable Second Priority Collateral Documents, in each caserespectively, and subject to the terms and conditions of this Section 13.05 The duties or responsibilities of each Second Priority Representative under this Section 13.05 shall be limited solely to holding any Second Priority Shared Collateral as gratuitous bailee for the benefit of each other Second Priority Secured Party for purposes of perfecting the Lien held by such Second Priority Secured Parties therein. Nothing in this Section 13.05 shall be construed to impose any fiduciary or other duty on any Designated Second Priority Representative or any Second Priority Representative to any to any other Second Priority Secured Party or give any Second Priority Secured Party the right to direct the Designated Second Priority Representative, except that the Designated Second Priority Representative shall be obligated to distribute proceeds of any Second Priority Shared Collateral in accordance with Sections 4.01 and 13.015.05.

Gratuitous Bailee for Perfection. Each Second Priority Representative (a) The First Lien Collateral Agent (without any representation, warranty or recourse) agrees to hold any Second Priority that part of the Collateral that can be perfected by the possession or control, is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such Collateral being the “First Lien Pledged Collateral”) as sub-agent and gratuitous bailee for the Collateral Trustee and the Second Lien Claimholders (such bailment being intended, among other things, to satisfy the requirements of Section Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the Uniform Commercial CodeUCC), to the extent applicable) for the benefit of each other Second Priority Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such under the Second Priority Shared Collateral, if any, pursuant to the applicable Second Priority Lien Collateral Documents, in each case, subject to the terms and conditions of this Section 13.05; provided 5.4. The Collateral Trustee (without any representation, warranty or recourse) agrees to hold that part of the Second Priority Secured Parties agree to deliver all such Second Priority Shared Collateral that can be perfected by is in its possession or control (or in the possession or control of its agents or bailees) to the Designated Second Priority Representative together with any necessary endorsements (or otherwise allow the Designated Second Priority Representative to obtain control of such Second Priority Shared Collateral). The Designated Second Priority Representative agrees to hold any Second Priority Shared Collateral extent that can be perfected by the possession or control, from time control thereof is taken to time in its possession or control, perfect a Lien thereon under the UCC (such Collateral being the “Second Lien Pledged Collateral”) as sub-agent and gratuitous bailee for the First Lien Collateral Agent and the First Lien Claimholders (such bailment being intended, among other things, to satisfy the requirements of Section Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code, to the extent applicable for the benefit of each other Second Priority Secured Party and any assigneeUCC), solely for the purpose of perfecting the security interest granted in such Second Priority Shared Collateral, if any, pursuant to under the applicable Second Priority First Lien Collateral Documents, in each case, subject to the terms and conditions of this Section 13.05 The duties 5.4. Solely with respect to any Deposit Accounts under the control (within the meaning of Section 9-104 of the UCC) of the First Lien Collateral Agent or responsibilities the Collateral Trustee, each of each Second Priority Representative under the First Lien Collateral Agent and the Collateral Trustee (without any representation, warranty or recourse) agrees to also hold control over such Deposit Accounts as gratuitous agent for the Collateral Trustee or the First Lien Collateral Agent, as applicable, subject to the terms and conditions of this Section 13.05 shall be limited solely to holding any Second Priority Shared Collateral as gratuitous bailee for the benefit of each other Second Priority Secured Party for purposes of perfecting the Lien held by such Second Priority Secured Parties therein. Nothing in this Section 13.05 shall be construed to impose any fiduciary or other duty on any Designated Second Priority Representative or any Second Priority Representative to any to any other Second Priority Secured Party or give any Second Priority Secured Party the right to direct the Designated Second Priority Representative, except that the Designated Second Priority Representative shall be obligated to distribute proceeds of any Second Priority Shared Collateral in accordance with Sections 4.01 and 13.015.4.