Common use of Possessory Collateral Agent as Gratuitous Bailee for Perfection Clause in Contracts

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors), promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to allow the Applicable Authorized Representative to obtain control of such Possessory Collateral). Pending delivery to the Applicable Authorized Representative, each other Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (b) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Possessory Collateral shall be delivered to the Applicable Authorized Representative Collateral Agent and the Applicable Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after a Collateral Agent ceases to be the Discharge Applicable Collateral Agent, such former Applicable Collateral Agent shall, at the request of the First Lien Obligations of the Series for which the new Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)Collateral Agent, promptly deliver all such Possessory Collateral to the new Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make otherwise allow such other arrangements as shall be reasonably requested by the new Applicable Authorized Representative to allow the Applicable Authorized Representative Collateral Agent to obtain control of such Possessory Collateral). Pending delivery If any Applicable Collateral Agent or Applicable Authorized Representative 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 Collateral Agent and Applicable Authorized RepresentativeRepresentative shall also hold such Shared Collateral, or take such actions, at the expense of the Grantors, with respect to such landlord waiver, bailee’s letter or similar agreement or arrangement, as agent or gratuitous bailee for the other First Lien Secured Parties, in each other case solely for the purpose of perfecting the Liens granted under the relevant First Lien Security Documents. The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct or gross negligence as determined by a court of competent jurisdiction in a final and nonappealable judgment. (b) The Applicable Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties thereinthereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge Credit Agreement Collateral Agent is not the Controlling Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the First Additional First-Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors), Collateral Agent promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Additional First-Lien Obligations) Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Additional First-Lien Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Borrower shall take such further action as is required to effectuate the Applicable Authorized Representativetransfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct, each other gross negligence or bad faith. (b) Each Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party for purposes of perfecting the Lien held by such First First-Lien Secured Parties thereinthereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge of the First Lien Obligations of the Series for which Credit Agreement Collateral Agent is not the Applicable Authorized Representative is actingCollateral Agent, the Applicable Authorized Representative shall (Credit Agreement Collateral Agent shall, at the sole cost and expense request of the Grantors)such Applicable Collateral Agent, promptly deliver all Possessory Collateral to the such Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make otherwise allow such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to allow the Applicable Authorized Representative Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Borrower shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. (b) The Applicable Authorized Representative, each other Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties thereinthereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Equal Priority Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Equal Priority Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge of the First Lien Series of Equal Priority Obligations of the Series for which the Applicable Authorized Representative Controlling Collateral Agent is acting, the Applicable Authorized Representative Controlling Collateral Agent shall (at the sole cost and expense of the Grantors), promptly deliver all Possessory Collateral to the Applicable Authorized Representative new Controlling Collateral Agent (after giving effect to the Discharge of such First Lien Series of Equal Priority Obligations) together with any necessary endorsements reasonably requested by the Applicable Authorized Representative such new Controlling Collateral Agent (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative such new Controlling Collateral Agent to allow the Applicable Authorized Representative such new Controlling Collateral Agent to obtain control of such Possessory Collateral). Pending delivery to the Applicable Authorized RepresentativeControlling Collateral Agent, each other Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Equal Priority Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Equal Priority Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (b) The duties or and responsibilities of the Applicable Authorized Representative Controlling Collateral Agent and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Equal Priority Secured Party for purposes of perfecting the Lien held by such First Lien Equal Priority Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for which such Possessory Collateral is Shared Collateral and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge Credit Agreement Collateral Agent is not the Applicable Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)Additional Collateral Agent, promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) Additional Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Additional Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Borrowers shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct or gross negligence as determined by a final nonappealable judgment of a court of competent jurisdiction. (b) The Applicable Authorized Representative, each other Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided, however, that the Applicable Collateral Agent shall not have any fiduciary duties in connection therewith and each other Collateral Agent and Authorized Representative hereby waives and releases the Applicable Collateral Agent from any claims arising out of its role under this Section 2.09(b). (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties thereinthereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge Credit Agreement Collateral Agent is not the Applicable Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)Collateral Agent, promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Company shall take such further action as is required to effectuate the Applicable Authorized Representative, transfer contemplated hereby and shall indemnify each other Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct or gross negligence. (b) Each Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First First-Priority Lien Obligations Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First First-Priority Lien Obligations Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors), promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to allow the Applicable Authorized Representative to obtain control of such Possessory Collateral)2.12. Pending delivery to the Applicable Authorized RepresentativePossessory Collateral Agent, each other First-Lien Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, Collateral as gratuitous bailee and agent for the benefit of each other First First-Priority Lien Obligations Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First First-Priority Lien Obligations Security Documents, in each case, subject to the terms and conditions of this Section 2.092.12. (b) The duties or responsibilities Notwithstanding the equal priority of the Applicable Authorized Representative and each other Liens securing the First-Priority Lien Obligations, the Possessory Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting may deal with the Possessory Collateral as gratuitous bailee if it had a senior Lien on such Collateral; provided that the Possessory Collateral Agent shall be obligated to distribute Proceeds of any Possessory Collateral in accordance with Section 2.01 hereof. (c) In the event any particular First-Lien Collateral Agent shall cease to be the Possessory Collateral Agent with respect to any Shared Collateral, such First-Lien Collateral Agent shall deliver to the new Possessory Collateral Agent for such Shared Collateral, to the extent that it is legally permitted to do so, such Possessory Collateral (if any) together with any necessary endorsements (or otherwise allow the new Possessory Collateral Agent to obtain control of such Possessory Collateral) or as a court of competent jurisdiction may otherwise direct. The Company shall take such further action as is required to effectuate the transfer contemplated hereby and agent shall indemnify the Possessory Collateral Agent for loss or damage suffered by the benefit Possessory Collateral Agent as a result of each such transfer except for loss or damage suffered by the Possessory Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. The Possessory Collateral Agent has no obligation to follow instructions from any other First First-Lien Secured Party for purposes Collateral Agent in contravention of perfecting the Lien held by such First Lien Secured Parties thereinthis Agreement.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) So long as the Discharge of First Lien Obligations has not occurred, each First Lien Collateral Agent shall be entitled to deal with the Possessory or Controlled Collateral in accordance with the terms of this Agreement and the other First Lien Credit Documents as if the Second Priority Liens did not exist. The Applicable Authorized Representative agrees to hold any Shared Collateral constituting Possessory Collateral that is part obligations and responsibilities of the Shared First Lien Collateral in its possession Agents to the Second Lien Collateral Agents and the other Second Lien Secured Parties under this Section 6.08 shall be limited solely to holding or control (controlling the Possessory or in the possession or control of its agents or bailees) Controlled Collateral as gratuitous bailee and or gratuitous agent for the benefit of each Second Lien Collateral Agents and the other First Second Lien Secured Party and any assignee solely Parties for the purpose of perfecting the security interest granted in such Lien held by the Second Lien Secured Parties, and transferring the Possessory or Controlled Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, case subject to the terms and conditions of this Section 2.09; provided 6.08. Without limiting the foregoing, the First Lien Collateral Agents shall have no obligation or responsibility to ensure that at any time after Possessory or Controlled Collateral is genuine or owned by any of the Discharge Grantors or, other than holding or controlling such Possessory or Controlled Collateral as gratuitous bailee or gratuitous agent for or on behalf of the Second Lien Collateral Agents and the other Second Lien Secured Parties, to preserve the rights or benefits of any Person. The First Lien Collateral Agents acting pursuant to this Section 6.08 shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any Second Lien Collateral Agent or any other Second Lien Secured Party. The parties recognize that the interest of the First Lien Obligations Collateral Agents, on the one hand, and the Second Lien Collateral Agents and the other Second Lien Secured Parties, on the other hand, may differ, and each First Lien Collateral Agent may act in its own interest without taking into account the interest of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall Second Lien Collateral Agents or any other Second Lien Secured Party. (at the sole cost and expense of the Grantors), promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to b) Upon the Discharge of such First Lien Obligations) , each First Lien Collateral Agent shall transfer the possession and control of the Possessory or Controlled Collateral, together with any necessary endorsements reasonably requested by but without recourse, representation or warranty, (i) if the Applicable Authorized Representative Second Lien Obligations are outstanding at such time, to the appropriate Second Lien Collateral Agent and (ii) if no Second Lien Obligations are outstanding at such time, to the applicable Grantor, in each case so as to allow such Person to obtain possession and control of such Possessory or make such other arrangements Controlled Collateral. In connection with any transfer under clause (i) of the immediately preceding sentence, each First Lien Collateral Agent agrees to take all commercially reasonable actions at the expense of Holdings and the Grantors as shall be reasonably requested by the Applicable Authorized Representative to allow the Applicable Authorized Representative to obtain control of such Possessory Collateral). Pending delivery to the Applicable Authorized Representative, each other appropriate Second Lien Collateral Agent agrees to hold any Shared permit such Second Lien Collateral constituting Possessory CollateralAgent to obtain, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other the Second Lien Secured Parties, a first priority security interest in the Possessory or Controlled Collateral. (c) Each Second Lien Collateral Agent agrees that if it shall at any time prior to the Discharge of First Lien Secured Party Obligations hold a Second Priority Lien on any Possessory or Controlled Collateral and if, notwithstanding the provisions of this Agreement (and disregarding any assigneecontrol the Second Lien Collateral Agent might have solely as a result of the foregoing provisions of this Section 6.08), such Possessory or Controlled Collateral is in fact in the possession or under the control of such Second Lien Collateral Agent, or of agents or bailees of such Second Lien Collateral Agent, such Second Lien Collateral Agent shall (i) solely for the purpose of perfecting the security interest First Priority Liens granted in under the First Lien Credit Documents, also hold or control such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (b) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Controlled Collateral as gratuitous bailee or gratuitous agent, as applicable, for the First Lien Collateral Agents and agent the other First Lien Secured Parties (and hereby acknowledges that it has control of any Possessory or Controlled Collateral in its control for the benefit of each the First Lien Collateral Agents and the other First Lien Secured Party for purposes Parties), (ii) promptly inform each First Lien Collateral Agent and the Applicable First Lien Representative thereof and (iii) transfer the possession and control of perfecting such Possessory or Controlled Collateral, together with any necessary endorsements but without recourse, representation or warranty, to the appropriate First Lien held Collateral Agent and, in connection therewith, take all commercially reasonable actions as shall be reasonably requested by such First Lien Collateral Agent or the Applicable First Lien Representative to permit such First Lien Collateral Agent to obtain, for the benefit of the First Lien Secured Parties thereinParties, a first priority security interest in such Possessory or Controlled Collateral.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge of the First Lien Obligations of the Series for which the Applicable Authorized Representative Controlling Collateral Agent is acting, the Applicable Authorized Representative Controlling Collateral Agent shall (at the sole cost and expense of the Grantors), ) promptly deliver all Possessory Collateral to the Applicable Authorized Representative Controlling Collateral Agent (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements reasonably requested by the Applicable Authorized Representative Controlling Collateral Agent (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative Controlling Collateral Agent to allow the Applicable Authorized Representative Controlling Collateral Agent to obtain control of such Possessory Collateral). Pending delivery to the Applicable Authorized RepresentativeControlling Collateral Agent, each other Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (b) The duties or responsibilities of the Applicable Authorized Representative Controlling Collateral Agent and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Xxxx Xxxx Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Xxxx Xxxx Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge Credit Agreement Collateral Agent is not the Applicable Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)Additional Xxxx Xxxx Collateral Agent, promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) Additional Xxxx Xxxx Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Additional Xxxx Xxxx Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. (b) The Applicable Authorized Representative, each other Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Xxxx Xxxx Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Xxxx Xxxx Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Xxxx Xxxx Secured Party for purposes of perfecting the Lien held by such First Lien Xxxx Xxxx Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge of the First Lien Obligations of the Series for which Credit Agreement Collateral Agent is not the Applicable Authorized Representative is actingCollateral Agent, the Applicable Authorized Representative Credit Agreement Collateral Agent shall (at the sole cost and expense of the Grantors), promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) Additional Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Additional Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Borrower shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct or gross negligence. (b) The Applicable Authorized Representative, each other Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties thereinthereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Each Possessory Collateral Agent agrees to hold any Shared Collateral constituting the Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, Collateral pursuant to the applicable First First-Lien Revolving Facility Security Documents, in each casethe ABL Facility Security Documents, the First-Lien Note Security Documents or the Other First-Priority Lien Obligations Security Documents, subject to the terms and conditions of this Section 2.09; provided that at 2.12. To the extent any time after Possessory Collateral is possessed by or is under the Discharge control of the First Lien Obligations of the Series for which a Collateral Agent (either directly or through its agents or bailees) other than the Applicable Authorized Representative is actingPossessory Collateral Agent, the Applicable Authorized Representative such Collateral Agent shall (at the sole cost and expense of the Grantors), promptly deliver all such Possessory Collateral to (or shall cause such Possessory Collateral to be delivered to) the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements Possessory Collateral Agent and shall take all actions reasonably requested in writing by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by Possessory Collateral Agent to cause the Applicable Authorized Representative Possessory Collateral Agent to allow the Applicable Authorized Representative to obtain have possession or control of such Possessory Collateral)same. Pending such delivery to the Applicable Authorized RepresentativePossessory Collateral Agent, each other Collateral Agent agrees to hold any Shared Possessory Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First ABL Facility Security Documents, First-Lien Revolving Facility Security Documents, First-Lien Note Security Documents or Other First-Priority Lien Obligations Security Documents, in each case, subject to the terms and conditions of this Section 2.092.12. (b) Each Possessory Collateral Agent further agrees to hold the Possessory Collateral that is part of the Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee for the Intercreditor Agent (as defined in the Junior Lien Intercreditor Agreement) and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral pursuant to the Second Priority Collateral Agreements (as defined in the Junior Lien Intercreditor Agreement), subject to the terms and conditions of this Agreement. (c) The duties or responsibilities of the Applicable Authorized Representative Possessory Collateral Agent and each other Collateral Agent under this Section 2.09 2.12 shall be limited solely to holding any Shared Collateral constituting the Possessory Collateral as gratuitous bailee and agent for the benefit of (x) each other First Lien Secured Party for purposes of perfecting the Lien security interest held by such First Lien the Secured Parties thereintherein and (y) the Intercreditor Agent (as defined in the Junior Lien Intercreditor Agreement) and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral pursuant to the Second Priority Collateral Agreements (as defined in the Junior Lien Intercreditor Agreement). (d) Upon the Discharge of all First-Priority Lien Obligations, each Senior First-Priority Collateral Agent shall deliver to the ABL Facility Collateral Agent, to the extent that it is legally permitted to do so, the remaining Possessory Collateral (if any) held by it, together with any necessary endorsements (or otherwise allow the ABL Facility Collateral Agent to obtain control of such Possessory Collateral) or as a court of competent jurisdiction may otherwise direct. The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify the Possessory Collateral Agent for loss or damage suffered by the Possessory Collateral Agent as a result of such transfer except for loss or damage suffered by the Possessory Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. No Senior First-Priority Collateral Agent shall be obligated to follow instructions from the ABL Facility Collateral Agent in contravention of this Agreement.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Each of the Applicable Authorized Representative First Lien Agent and the Applicable Second Lien Agent, on behalf of itself and the relevant Secured Parties, hereby agrees to that: (i) each Possessory Collateral Agent shall hold any Shared Collateral constituting the Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, Collateral pursuant to the applicable First Lien Notes Facility Security Documents, in each casethe RBL Facility Security Documents, the Other First-Priority Lien Obligations Security Documents or the Other Second-Priority Lien Obligations Security Documents, subject to the terms and conditions of this Section 2.092.11; provided that at (ii) to the extent any time after Possessory Collateral is possessed by or is under the Discharge control of the First Lien Obligations of the Series for which a Collateral Agent (either directly or through its agents or bailees) other than the Applicable Authorized Representative is actingAgent, the Applicable Authorized Representative such Collateral Agent shall (at the sole cost and expense of the Grantors), promptly deliver all such Possessory Collateral to (or shall cause such Possessory Collateral to be delivered to) the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements Agent and shall take all actions reasonably requested in writing by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by Agent to cause the Applicable Authorized Representative Agent to allow the Applicable Authorized Representative to obtain have possession or control of same; and (iii) pending such Possessory Collateral). Pending delivery to the Applicable Authorized RepresentativeAgent, each other Collateral Agent agrees to shall hold any Shared Possessory Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First RBL Facility Security Documents, Notes Facility Security Documents, Other First-Priority Lien Obligations Security Documents or Other Second-Priority Lien Obligations Security Documents, in each case, subject to the terms and conditions of this Section 2.092.11. (b) The duties or responsibilities of the Applicable Authorized Representative Possessory Collateral Agent and each other Collateral Agent under this Section 2.09 2.11 shall be limited solely to holding any Shared Collateral constituting the Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien security interest held by such First Lien the Secured Parties therein. (c) Each of the Applicable First Lien Agent and First-Priority Lien Obligations Representatives hereby agrees that, upon the Discharge of all First-Priority Lien Obligations, it shall deliver to the Applicable Second Lien Agent, to the extent that it is legally permitted to do so, the remaining Possessory Collateral (if any) held by it, together with any necessary endorsements (or otherwise allow the Applicable Second Lien Agent to obtain control of such Possessory Collateral) or as a court of competent jurisdiction may otherwise direct. The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify the Possessory Collateral Agent for loss or damage suffered by the Possessory Collateral Agent as a result of such transfer except for loss or damage suffered by the Possessory Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. Neither the RBL Facility Agent nor any Other First-Priority Lien Obligations Agent shall be obligated to follow instructions from the Applicable Second Lien Agent in contravention of this Agreement.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Initial Credit Agreement Collateral Agent and the Initial Credit Agreement Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Senior Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Senior Credit Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge Initial Credit Agreement Collateral Agent is not the Designated Collateral Agent, the Collateral Agent shall, at the request of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)Designated Collateral Agent, promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) Designated Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative and/or transfer powers (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Designated Collateral Agent to obtain control of such Possessory Collateral). Pending delivery ) in which case the Designated Collateral Agent shall hold such Possessory Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee for the benefit of each other Senior Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the Applicable Authorized Representativeapplicable Senior Credit Documents, in each other case, subject to the terms and conditions of this Section 2.09. (b) Each Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Senior Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Collateral Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Senior Secured Party for purposes of perfecting the Lien held by such First Lien Senior Secured Parties therein. (d) From and after the date hereof, each Senior Secured Party shall give prompt notice to each other Senior Secured Party of any grant to it by a Grantor of any Collateral to secure its Series of Senior Obligations. (e) In the event that any Collateral Agent or Senior Representative (or its agents or bailees) has Lien registrations against intellectual property that is part of the Shared Collateral that are necessary or advisable for the perfection or protection of Liens in such Shared Collateral, such Collateral Agent or Senior Representative agrees to hold such Liens and registrations as sub-agent and gratuitous bailee for each other Collateral Agent and any assignee thereof, solely for the purpose of perfecting or protecting the security interest granted in such Liens pursuant to the relevant Senior Credit Documents, subject to the terms and conditions of this Section 2.09.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Controlling Collateral Agent and the Controlling Collateral Agent agrees to hold any Shared Collateral constituting all Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and agent 9313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other First Second Lien Secured Party for which such Possessory Collateral is Shared Collateral and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Second Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.092.10; provided that at any time after a Collateral Agent ceases to be Controlling Collateral Agent with respect to any Possessory Collateral, such former Controlling Collateral Agent shall, at the Discharge request of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)new Controlling Collateral Agent, promptly deliver all such Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) new Controlling Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make otherwise allow such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to allow the Applicable Authorized Representative new Controlling Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Borrower shall take such further action as is required to effectuate the Applicable Authorized Representative, transfer contemplated hereby and shall indemnify each other Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. (b) The Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and agent 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other First Second Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Second Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.092.10. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 2.10 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and agent 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other First Second Lien Secured Party for purposes of perfecting the Lien held by such First Second Lien Secured Parties thereinthereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest Lien granted in such Possessory Collateral, if any, pursuant to the applicable First Security Documents, in each case, subject to the terms and conditions of this Section 2.09. Pending delivery to the Controlling Collateral Agent, each other Authorized Representative agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee for the benefit of each other Secured Party and any assignee, solely for the purpose of perfecting the Lien granted in such Possessory Collateral, if any, pursuant to the applicable Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge Credit Agreement Collateral Agent is not the Controlling Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors), Additional Collateral Agent promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) Additional Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Additional Collateral Agent to obtain control of such Possessory Collateral). Pending delivery to the Applicable Authorized Representative, each other Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (b) The duties or responsibilities of the Applicable Authorized Representative each Collateral Agent and each other Collateral Agent Authorized Representative under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Credit Agreement Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and and/or gratuitous agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge of the First Lien Obligations of the Series for which Credit Agreement Collateral Agent is not the Applicable Authorized Representative is actingCollateral Agent, the Applicable Authorized Representative Credit Agreement Collateral Agent shall (at the sole cost and expense of the Grantors), promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) applicable Additional Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative applicable Additional Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Company shall take such further action as is reasonably required or advisable to effectuate the transfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer in a manner contemplated by Section 9.04(b) of the Credit Agreement or the Bridge Facility Agreement, except, in each case, for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct or gross negligence or as otherwise set forth therein as determined by a court of competent jurisdiction in a final, non-appealable judgment. (b) The Applicable Authorized Representative, each other Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and and/or gratuitous agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties thereinthereon. (d) The agreement of the Applicable Collateral Agent to act as gratuitous bailee and/or gratuitous agent pursuant to this Section 2.09 is intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-104(a)(2) and 9-313(c) of the UCC.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Controlling Collateral Agent acknowledges and agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.092.7; provided that at any time after the Discharge of the First Lien Priority Obligations of the Series for which the Applicable Authorized Representative Controlling Collateral Agent is acting, the Applicable Authorized Representative Controlling Collateral Agent shall (at the sole cost and expense of the Grantors), promptly deliver all Possessory Collateral to the Applicable Authorized Representative successor Controlling Collateral Agent (after giving effect to the Discharge of Priority Obligations of such First Lien ObligationsSeries) together with any necessary endorsements reasonably requested by the Applicable Authorized Representative successor Controlling Collateral Agent (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative successor Controlling Collateral Agent to allow the Applicable Authorized Representative successor Controlling Collateral Agent to obtain control of such Possessory Collateral). Pending delivery to the Applicable Authorized RepresentativeControlling Collateral Agent, each other Collateral Agent Priority Debt Representative agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.092.7. (b) The duties or responsibilities of the Applicable Authorized Representative Controlling Collateral Agent and each other Collateral Agent Priority Debt Representative under this Section 2.09 2.7 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Pari Passu Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Pari Passu Security Documents, in each case, subject to the terms and conditions of this Section 2.092.10; provided that at any time after the Discharge Credit Agreement Collateral Agent is not the Applicable Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)Additional Pari Passu Collateral Agent, promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) Additional Pari Passu Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Additional Pari Passu Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Company shall take such further action as reasonably requested by such Collateral Agent to effectuate the Applicable Authorized Representative, each other transfer contemplated hereby. (b) The Additional Pari Passu Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Pari Passu Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Pari Passu Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Pari Passu Secured Party for purposes of perfecting the Lien held by such First Lien Pari Passu Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge Credit Agreement Collateral Agent is not the Controlling Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the First Additional First-Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors), Collateral Agent promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Additional First-Lien Obligations) Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Additional First-Lien Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Company shall take such further action as is required to effectuate the Applicable Authorized Representativetransfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct, each other gross negligence or bad faith. (b) The Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party for purposes of perfecting the Lien held by such First First-Lien Secured Parties thereinthereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Possessory Collateral shall be delivered to the Applicable Authorized Representative Collateral Agent, and the Applicable Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and gratuitous agent for the benefit of each other First Lien Secured Party with a Lien over such Shared Collateral and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.092.10); provided that at any time after the Discharge of the First Lien Obligations of the Series for which the Applicable Authorized Representative Collateral Agent is acting, the Applicable Authorized Representative Collateral Agent shall (at the sole cost and expense of the Grantors), promptly deliver all Possessory Collateral to the Applicable Authorized Representative Collateral Agent (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements reasonably requested by the Applicable Authorized Representative Collateral Agent (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative Collateral Agent to allow the Applicable Authorized Representative Collateral Agent to obtain control of such Possessory Collateral). . (b) Pending delivery to the Applicable Authorized RepresentativeCollateral Agent, each other Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possessionpossession or control, as gratuitous bailee and gratuitous agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.092.10. (b) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors), promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to allow the Applicable Authorized Representative to obtain control of such Possessory Collateral). Pending delivery to the Applicable Authorized Representative, each other Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (b) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Subject to the Junior Priority Intercreditor Agreement, to the extent not required to be delivered to a First Priority Representative (as defined in the Junior Priority Intercreditor Agreement), the Possessory Collateral shall be delivered to the Notes Collateral Agent and the Notes Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge of the First Lien Obligations of the Series for which Notes Collateral Agent is not the Applicable Authorized Representative is actingRepresentative, the Notes Collateral Agent shall, at the request of the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)Representative, promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative to obtain control of such Possessory Collateral). Pending delivery The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each Authorized Representative for loss or damage suffered by such Authorized Representative as a result of such transfer except for loss or damage suffered by such Authorized Representative as a result of its own willful misconduct or gross negligence. (b) The Applicable Authorized Representative, each other Collateral Agent Representative agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable each Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Subject to the First Lien/Second Lien Intercreditor Agreement, to the extent not required to be delivered to the Designated Senior Representative (as defined in the First Lien/Second Lien Intercreditor Agreement), the Possessory Collateral shall be delivered to the Second Lien Term Loan Agent and the Second Lien Term Loan Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Pari Term Loan Debt Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Pari Term Loan Debt Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge Second Lien Term Loan Agent is not the Applicable Collateral Agent, the Second Lien Term Loan Agent shall (subject to the First Lien/Second Lien Intercreditor Agreement), at the request of the Additional Pari Term Loan Debt Agent, (if not required to be delivered to the Designated Senior Representative (as defined in the First Lien/Second Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the GrantorsIntercreditor Agreement), ) promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) Additional Pari Term Loan Debt Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Additional Pari Term Loan Debt Agent to obtain control of such Possessory Collateral). Pending delivery The Borrower shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. (b) The Applicable Authorized Representative, each other Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Pari Term Loan Debt Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Pari Term Loan Debt Documents, in each case, subject to the terms and conditions of this Section 2.09. In the event that any Pari Term Loan Debt Secured Party other than the Applicable Collateral Agent recieves any Possessory Collateral, then such Pari Term Loan Debt Secured Party shall promptly deliver such Possessory Collateral (including any Proceeds therefrom), together with any necessary endorsements and notices to depositary banks, securities intermediaries and commodities intermediaries, to the Applicable Collateral Agent. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Pari Term Loan Debt Secured Party for purposes of perfecting the Lien held by such First Lien Pari Term Loan Debt Secured Parties thereinthereon. (d) In furtherance of the foregoing, each Grantor hereby grants a security interest in the Shared Collateral to each Collateral Agent that controls Shared Collateral for the benefit of all Pari Term Loan Debt Secured Parties which have been granted a Lien on the Shared Collateral controlled by such Collateral Agent.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge Credit Agreement Collateral Agent is not the Applicable Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)Representative, promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Company shall take such further action as is required to effectuate the transfer contemplated hereby if reasonably requested by the Applicable Authorized Representative, each other Collateral Agent. (b) Each Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Possessory Collateral shall be delivered to the Applicable Authorized Representative Collateral Agent and the Applicable Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.092.10; provided that at any time after a Collateral Agent is not the Discharge Applicable Collateral Agent, then such Collateral Agent shall, at the written request of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)Collateral Agent, promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct or gross negligence. (b) The Applicable Authorized Representative, each other Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.092.10. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 2.10 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party for purposes of perfecting the Lien held by such First First-Lien Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Each of the Applicable Authorized Representative First Lien Agent and the Applicable Second Lien Agent, on behalf of itself and the relevant Secured Parties, hereby agrees to that: (i) each Possessory Collateral Agent shall hold any Shared Collateral constituting the Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, Collateral pursuant to the applicable First Lien Term Facility Security Documents, in each casethe RBL Facility Security Documents, the Other First-Priority Lien Obligations Security Documents or the Other Second-Priority Lien Obligations Security Documents, subject to the terms and conditions of this Section 2.092.11; provided that at (ii) to the extent any time after Possessory Collateral is possessed by or is under the Discharge control of the First Lien Obligations of the Series for which a Collateral Agent (either directly or through its agents or bailees) other than the Applicable Authorized Representative is actingAgent, the Applicable Authorized Representative such Collateral Agent shall (at the sole cost and expense of the Grantors), promptly deliver all such Possessory Collateral to (or shall cause such Possessory Collateral to be delivered to) the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements Agent and shall take all actions reasonably requested in writing by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by Agent to cause the Applicable Authorized Representative Agent to allow the Applicable Authorized Representative to obtain have possession or control of same; and • pending such Possessory Collateral). Pending delivery to the Applicable Authorized RepresentativeAgent, each other Collateral Agent agrees to shall hold any Shared Possessory Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First RBL Facility Security Documents, Term Facility Security Documents, Other First-Priority Lien Obligations Security Documents or Other Second-Priority Lien Obligations Security Documents, in each case, subject to the terms and conditions of this Section 2.092.11. (b) The duties or responsibilities of the Applicable Authorized Representative Possessory Collateral Agent and each other Collateral Agent under this Section 2.09 2.11 shall be limited solely to holding any Shared Collateral constituting the Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien security interest held by such First Lien the Secured Parties therein. (c) Each of the Applicable First Lien Agent and First-Priority Lien Obligations Representatives hereby agrees that, upon the Discharge of all First-Priority Lien Obligations, it shall deliver to the Applicable Second Lien Agent, to the extent that it is legally permitted to do so, the remaining Possessory Collateral (if any) held by it, together with any necessary endorsements (or otherwise allow the Applicable Second Lien Agent to obtain control of such Possessory Collateral) or as a court of competent jurisdiction may otherwise direct. The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify the Possessory Collateral Agent for loss or damage suffered by the Possessory Collateral Agent as a result of such transfer except for loss or damage suffered by the Possessory Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. Neither the RBL Facility Agent nor any Other First-Priority Lien Obligations Agent shall be obligated to follow instructions from the Applicable Second Lien Agent in contravention of this Agreement.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Possessory Collateral shall be delivered to the Applicable Authorized Representative Collateral Agent and the Applicable Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after a Collateral Agent ceases to be the Discharge Applicable Collateral Agent, such former Applicable Collateral Agent shall, at the request of the First Lien Obligations of the Series for which the new Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)Collateral Agent, promptly deliver all such Possessory Collateral to the new Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make otherwise allow such other arrangements as shall be reasonably requested by the new Applicable Authorized Representative to allow the Applicable Authorized Representative Collateral Agent to obtain control of such Possessory Collateral). Pending delivery If any Applicable Collateral Agent or Applicable Authorized Representative 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 Collateral Agent and Applicable Authorized RepresentativeRepresentative shall also hold such Shared Collateral, or take such actions with respect to such landlord waiver, bailee’s letter or similar agreement or arrangement, as agent or gratuitous bailee for the other First Lien Secured Parties, in each other case solely for the purpose of perfecting the Liens granted under the relevant First Lien Security Documents. The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith as determined by a court of competent jurisdiction in a final and nonappealable judgment. (b) The Applicable Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties thereinthereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Controlling Collateral Agent and the Controlling Collateral Agent agrees to hold any Shared Collateral constituting all Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for which such Possessory Collateral is Shared Collateral and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after a Collateral Agent ceases to be Controlling Collateral Agent with respect to any Possessory Collateral, such former Controlling Collateral Agent shall, at the Discharge request of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)new Controlling Collateral Agent, promptly deliver all such Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) new Controlling Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make otherwise allow such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to allow the Applicable Authorized Representative new Controlling Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Borrower shall take such further action as is required to effectuate the Applicable Authorized Representative, transfer contemplated hereby and shall indemnify each other Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. (b) The Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties thereinthereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Credit Agreement Administrative Agent and the Credit Agreement Administrative Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge Credit Agreement Administrative Agent is not the Applicable Collateral Agent, the Credit Agreement Administrative Agent shall, at the request of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)Collateral Agent, promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Company shall take such further action as is required to effectuate the Applicable Authorized Representativetransfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct, each other gross negligence or bad faith. (b) Each Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Collateral, from time to time in its possessionpossession or control (or in the possession or control of its agents or bailees), as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party and any assignee, assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party for purposes of perfecting the Lien held by such First First-Lien Secured Parties thereinthereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge of the First Lien Obligations of the Series for which the Applicable Authorized Representative Collateral Agent is acting, the Applicable Authorized Representative Collateral Agent shall (at the sole cost and expense of the Grantors), promptly deliver all Possessory Collateral to the new Applicable Authorized Representative Collateral Agent (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements reasonably requested by the new Applicable Authorized Representative Collateral Agent (or make such other arrangements as shall be reasonably requested by the new Applicable Authorized Representative Collateral Agent to allow the new Applicable Authorized Representative Collateral Agent to obtain control of such Possessory Collateral). Pending delivery to the new Applicable Authorized RepresentativeCollateral Agent, each other Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (b) The duties or responsibilities of the Applicable Authorized Representative Collateral Agent and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge Credit Agreement Collateral Agent is not the Controlling Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)Notes Collateral Agent, promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) Notes Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Notes Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Borrower shall take such further action as is required to effectuate the Applicable Authorized Representativetransfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct, each other gross negligence or bad faith. (b) The Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party for purposes of perfecting the Lien held by such First First-Lien Secured Parties thereinthereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors), promptly deliver all Possessory Collateral to the new Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements reasonably requested by the new Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the new Applicable Authorized Representative to allow the new Applicable Authorized Representative to obtain control of such Possessory Collateral). Pending delivery to the new Applicable Authorized Representative, each other Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (b) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein, taking into account a pledgee’s general fiduciary duty (Sw. vårdplikt) pursuant to Swedish law. -13- ARTICLE III Existence and Amounts of Liens and Obligations SECTION 3.01. Determinations with Respect to Amounts of Liens and Obligations. Whenever any Collateral Agent shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any First Lien Obligations of any Series, or the Shared Collateral subject to any Lien securing the First Lien Obligations of any Series, it may request that such information be furnished to it in writing by each other Collateral Agent and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if any Collateral Agent shall fail or refuse reasonably promptly to provide the requested information, the requesting Collateral Agent shall be entitled to make any such determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Borrower. Each Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any Grantor, any First Lien Secured Party or any other Person as a result of such determination, except for any liability caused by its gross negligence, bad fair or willful misconduct (as found by a court of competent jurisdiction in a non-appealable judgment).

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge Credit Agreement Collateral Agent is not the Applicable Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)Collateral Agent, promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Borrowers shall take such further action as is required to effectuate the Applicable Authorized Representative, transfer contemplated hereby and shall indemnify each other Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct or gross negligence. (b) Each Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors), promptly deliver all Possessory Collateral to the new Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements reasonably requested by the new Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the new Applicable Authorized Representative to allow the new Applicable Authorized Representative to obtain control of such Possessory Collateral). Pending delivery to the new Applicable Authorized Representative, each other Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (b) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein, taking into account a pledgee’s general fiduciary duty (Sw. vårdplikt) pursuant to Swedish law. ARTICLE III Existence and Amounts of Liens and Obligations

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge Credit Agreement Collateral Agent is not the Controlling Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the First Additional First-Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)Collateral Agent, promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Additional First-Lien Obligations) Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Additional First-Lien Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Borrowers shall take such further action as is required to effectuate the Applicable Authorized Representativetransfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct, each other gross negligence or bad faith. (b) Each Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party for purposes of perfecting the Lien held by such First First-Lien Secured Parties thereinthereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Each of the Applicable Authorized Representative First Lien Agent and the Applicable Second Lien Agent, on behalf of itself and the relevant Secured Parties, hereby agrees to that: (i) each Possessory Collateral Agent shall hold any Shared Collateral constituting the Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, Collateral pursuant to the applicable First Lien Term Facility Security Documents, in each casethe RBL Facility Security Documents, the Senior Secured Notes Security Documents, the Other First-Priority Lien Obligations Security Documents or the Other Second-Priority Lien Obligations Security Documents, subject to the terms and conditions of this Section 2.092.11; provided that at (ii) to the extent any time after Possessory Collateral is possessed by or is under the Discharge control of the First Lien Obligations of the Series for which a Collateral Agent (either directly or through its agents or bailees) other than the Applicable Authorized Representative is actingPossessory Collateral Agent, the Applicable Authorized Representative such Collateral Agent shall (at the sole cost and expense of the Grantors), promptly deliver all such Possessory Collateral to (or shall cause such Possessory Collateral to be delivered to) the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements Possessory Collateral Agent and shall take all actions reasonably requested in writing by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by Possessory Collateral Agent to cause the Applicable Authorized Representative Possessory Collateral Agent to allow the Applicable Authorized Representative to obtain have possession or control of same; and (iii) pending such Possessory Collateral). Pending delivery to the Applicable Authorized RepresentativePossessory Collateral Agent, each other Collateral Agent agrees to shall hold any Shared Possessory Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First RBL Facility Security Documents, Term Facility Security Documents, Senior Secured Notes Security Documents, Other First-Priority Lien Obligations Security Documents or Other Second-Priority Lien Obligations Security Documents, in each case, subject to the terms and conditions of this Section 2.092.11. (b) The duties or responsibilities of the Applicable Authorized Representative Possessory Collateral Agent and each other Collateral Agent under this Section 2.09 2.11 shall be limited solely to holding any Shared Collateral constituting the Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien security interest held by such First Lien the Secured Parties therein. (c) Each of the Applicable Second Lien Agent and Second-Priority Lien Obligations Representatives hereby agrees that, upon the Discharge of all Second-Priority Lien Obligations, it shall deliver to the Applicable First Lien Agent, to the extent that it is legally permitted to do so, the remaining Possessory Collateral (if any) held by it, together with any necessary endorsements (or otherwise allow the Applicable First Lien Agent to obtain control of such Possessory Collateral) or as a court of competent jurisdiction may otherwise direct. The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify the Possessory Collateral Agent for loss or damage suffered by the Possessory Collateral Agent as a result of such transfer except for loss or damage suffered by the Possessory Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. None of the Term Facility Agent, the Senior Secured Notes Collateral Agent or any Other Second-Priority Lien Obligations Agent shall be obligated to follow instructions from the Applicable First Lien Agent in contravention of this Agreement. (d) Each of the Applicable First Lien Agent and First-Priority Lien Obligations Representatives hereby agrees that, upon the Discharge of all First-Priority Lien Obligations, it shall deliver to the Applicable Second Lien Agent, to the extent that it is legally permitted to do so, the remaining Possessory Collateral (if any) held by it, together with any necessary endorsements (or otherwise allow the Applicable Second Lien Agent to obtain control of such Possessory Collateral) or as a court of competent jurisdiction may otherwise direct. The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify the Possessory Collateral Agent for loss or damage suffered by the Possessory Collateral Agent as a result of such transfer except for loss or damage suffered by the Possessory Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. Neither the RBL Facility Agent nor any Other Second-Priority Lien Obligations Agent shall be obligated to follow instructions from the Applicable Second Lien Agent in contravention of this Agreement.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge of the First Lien Obligations of the Series for which Credit Agreement Collateral Agent is not the Applicable Authorized Representative is actingCollateral Agent, the Applicable Authorized Representative Credit Agreement Collateral Agent shall (at the sole cost and expense of the Grantors), promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) Additional Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Additional Collateral Agent to obtain control of such Possessory Collateral). Pending delivery Holdings shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct or gross negligence as determined by a court of competent jurisdiction in a final, non-appealable judgment. (b) The Applicable Authorized Representative, each other Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties thereinthereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Each Possessory Collateral Agent agrees to hold any Shared Collateral constituting the Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party and ABL Facility Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First ABL Facility Security Documents or the First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at 2.10. To the extent any time after Possessory Collateral is possessed by or is under the Discharge control of the First Lien Obligations of the Series for which a Collateral Agent or Authorized Representative (either directly or through its agents or baileees) other than the Applicable Authorized Representative is actingPossessory Collateral Agent, the Applicable such Collateral Agent or Authorized Representative shall (at the sole cost and expense of the Grantors), promptly deliver all such Possessory Collateral to (or shall cause such Possessory Collateral to be delivered to) the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements Possessory Collateral Agent and shall take all actions reasonably requested in writing by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by Possessory Collateral Agent to cause the Applicable Authorized Representative Possessory Collateral Agent to allow the Applicable Authorized Representative to obtain have possession or control of such Possessory Collateral)the same. Pending such delivery to the Applicable Authorized RepresentativePossessory Collateral Agent, each other Collateral Agent and Authorized Representative agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party and ABL Facility Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First ABL Facility Security Documents or First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.092.10. (b) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Collateral Agent and each Sub-Collateral Agent agrees to hold (including by way of control) any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or under its control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent or gratuitous agent, as applicable, for the benefit of each other First Lien Secured Party and any permitted assignee solely for the purpose of perfecting the security interest granted in such Possessory Shared Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at if the Collateral Agent or any time after the Discharge of the First Lien Obligations of the Series for which the Applicable Authorized Representative Sub-Collateral Agent resigns or is actingremoved pursuant to this Agreement, the Applicable Authorized Representative Collateral Agent (or the applicable Sub-Collateral Agent) shall (at the sole cost and expense of the GrantorsCompany), promptly deliver all Possessory Collateral Collateral, if any, to the Applicable Authorized Representative successor Collateral Agent (after giving effect to or the Discharge of such First Lien Obligationsapplicable Sub-Collateral Agent) together with any necessary endorsements reasonably requested by the Applicable Authorized Representative successor Collateral Agent (or the applicable Sub-Collateral Agent) (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative successor Collateral Agent (or the applicable Sub-Collateral Agent) to allow the Applicable Authorized Representative successor Collateral Agent (or the applicable Sub-Collateral Agent) to obtain control of such Possessory Shared Collateral). Pending delivery or granting control to the Applicable Authorized Representativesuccessor Collateral Agent (or the applicable successor Sub-Collateral Agent), each other Collateral Agent Senior Secured Party Representative agrees to hold (including by way of control) any Shared Collateral constituting Possessory Collateral, from time to time in its possessionpossession or under its control, as gratuitous bailee and or gratuitous agent for the benefit of each other First Lien Secured Party and any permitted assignee, solely for the purpose of perfecting the security interest granted in such Possessory Shared Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (b) The duties or responsibilities of the Applicable Authorized Representative Collateral Agent, the Sub-Collateral Agents and each other Collateral Agent Senior Secured Party Representative under this Section 2.09 shall be limited solely to holding (including by way of control) any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent or gratuitous agent, as applicable for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge Credit Agreement Collateral Agent is not the Controlling Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)Other Collateral Agent, promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) Other Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Other Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Borrower shall take such further action as is required to effectuate the Applicable Authorized Representativetransfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct, each other gross negligence or bad faith. (b) The Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party for purposes of perfecting the Lien held by such First First-Lien Secured Parties thereinthereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Senior Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Senior Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Senior Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Senior Collateral Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors), promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to allow the Applicable Authorized Representative to obtain control of such Possessory Collateral). Pending delivery to the Applicable Authorized RepresentativeSenior Collateral Agent, each other Collateral Agent Authorized Representative agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Senior Secured Party and any assigneeParty, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Senior Collateral Documents, in each case, subject to the terms and conditions of this Section 2.09. . (b) The duties or responsibilities of the Applicable Authorized Representative Senior Collateral Agent and each other Collateral Agent Authorized Representative under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Senior Secured Party for purposes of perfecting the Lien held by such First Lien Senior Secured Parties therein.. ARTICLE III Existence and Amounts of Liens and Obligations Whenever the Senior Collateral Agent or any Authorized Representative shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any Senior Obligations of any Series, or the Shared Collateral subject to any Lien securing the Senior Obligations of any Series, it may request that such information be furnished to it in writing by each other Authorized Representative and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if an Authorized Representative shall fail or refuse reasonably promptly to provide the requested information, the requesting Senior Collateral Agent or Authorized Representative shall be entitled to make any such determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of Rite Aid. The Senior Collateral Agent and each Authorized Representative may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any Subsidiary Guarantor, any Senior Secured Party or any other person as a result of such determination. ARTICLE IV The Senior Collateral Agent SECTION

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge of the First Lien Obligations of the Series for which the Applicable Authorized Representative Collateral Agent is acting, the Applicable Authorized Representative Collateral Agent shall (at the sole cost and expense of the Grantors), promptly deliver all Possessory Collateral to the new Applicable Authorized Representative Collateral Agent (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements reasonably requested by the new Applicable Authorized Representative Collateral Agent (or make such other arrangements as shall be reasonably requested by the new Applicable Authorized Representative Collateral Agent to allow the new Applicable Authorized Representative Collateral Agent to obtain control of such Possessory Collateral). Pending delivery to the new Applicable Authorized RepresentativeCollateral Agent, each other Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (b) The duties or responsibilities of the Applicable Authorized Representative Collateral Agent and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Term Loan Agent and the Term Loan Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Pari Term Loan Debt Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Pari Term Loan Debt Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge Term Loan Agent is not the Applicable Collateral Agent, the Term Loan Agent shall, at the request of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)Additional Pari Term Loan Debt Agent, promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) Additional Pari Term Loan Debt Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Additional Pari Term Loan Debt Agent to obtain control of such Possessory Collateral). Pending delivery The Borrower shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. (b) The Applicable Authorized Representative, each other Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Pari Term Loan Debt Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Pari Term Loan Debt Documents, in each case, subject to the terms and conditions of this Section 2.09. In the event that any Pari Term Loan Debt Secured Party other than the Applicable Collateral Agent recieves any Possessory Collateral, then such Pari Term Loan Debt Secured Party shall promptly deliver such Possessory Collateral (including any Proceeds therefrom), together with any necessary endorsements and notices to depositary banks, securities intermediaries and commodities intermediaries, to the Applicable Collateral Agent. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Pari Term Loan Debt Secured Party for purposes of perfecting the Lien held by such First Lien Pari Term Loan Debt Secured Parties thereinthereon. (d) In furtherance of the foregoing, each Grantor hereby grants a security interest in the Shared Collateral to each Collateral Agent that controls Shared Collateral for the benefit of all Pari Term Loan Debt Secured Parties which have been granted a Lien on the Shared Collateral controlled by such Collateral Agent.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Controlling Collateral Agent shall be entitled to hold any Possessory Collateral constituting Shared Collateral. Each Collateral Agent shall (at the sole cost and expense of the Grantors) deliver or cause to be delivered to the Controlling Collateral Agent, to the extent that it is legally permitted to do so, all Possessory Collateral held or controlled by such Collateral Agent or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Possessory Collateral, together with any necessary endorsements. (b) Notwithstanding the foregoing, each Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) on behalf of and as gratuitous bailee and agent for the benefit of each other First Lien Secured Party (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-104(a) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Secured NPA Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided . Solely with respect to any Deposit Accounts and Securities Accounts constituting Shared Collateral under the control (within the meaning of Section 9-104 and 9-106 of the UCC) of any Collateral Agent, each such Collateral Agent agrees to also hold control over such Deposit Accounts and Securities Accounts, as gratuitous agent for each other Secured Party and any assignee solely for the purpose of perfecting the security interest in such Deposit Accounts and Securities Accounts, in each case, subject to the terms and conditions of this Section 2.09. Each Collateral Agent agrees that if it shall at any time after obtain any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, such Collateral Agent agrees to take such actions with respect to such landlord waiver, bailee’s letter or similar agreement or arrangement, as subagent or gratuitous bailee for each other Secured Party and any assignee solely for the Discharge purpose of perfecting the security interest granted under the relevant Secured NPA Security Document and subject to the terms and conditions of this Section 2.09. (c) No Collateral Agent shall have any obligation whatsoever to any Secured Party to ensure that the Possessory Collateral is genuine or owned by the Company or any other Grantor or to preserve rights or benefits of any Person except as expressly set forth in this Section 2.09. The duties or responsibilities of each Collateral Agent under this Section 2.09 shall be limited solely to holding any Possessory Collateral constituting Shared Collateral or any other Shared Collateral in its possession or control as gratuitous bailee or gratuitous agent in accordance with this Section 2.09 for the benefit of each other Secured Party for purposes of perfecting the Lien held by such Secured Parties thereon and delivering the Possessory Collateral constituting Shared Collateral as provided in this Section 2.09. (d) None of the First Lien Obligations Collateral Agents or any of the Series for which Secured Parties shall have by reason of the Applicable Authorized Representative Secured NPA Documents, this Agreement or any other document a fiduciary relationship in respect of the other Collateral Agents or any other Secured Party, and each Collateral Agent and each Secured Party hereby waives and releases the other Collateral Agents and Secured Parties from all claims and liabilities arising pursuant to any Collateral Agent’s role under this Section 2.09 as gratuitous bailee or gratuitous agent. (e) At any time the Controlling Collateral Agent is actingno longer the Controlling Collateral Agent, the Applicable Authorized Representative such outgoing Controlling Collateral Agent shall (at the sole cost and expense of the Grantors), promptly deliver all remaining Possessory Collateral constituting Shared Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) then Controlling Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative then Controlling Collateral Agent (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative then Controlling Collateral Agent to allow the Applicable Authorized Representative then Controlling Collateral Agent to obtain possession or control of such Possessory Collateral). Pending delivery ) and assign to the Applicable Authorized Representative, each other then Controlling Collateral Agent its rights under any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral. The outgoing Controlling Collateral Agent further agrees to hold any Shared take all other action reasonably requested by the then Controlling Collateral constituting Possessory Collateral, from time to time Agent at the expense of the Company in its possession, as gratuitous bailee and agent for connection with the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the then Controlling Collateral Agent obtaining a first-priority security interest granted in the Shared Collateral. The Company and the other Grantors shall take such Possessory Collateral, if any, pursuant further action as is required or requested by the then Controlling Collateral Agent to effectuate the applicable First Lien Security Documents, transfer contemplated in each case, subject to the terms and conditions of this Section 2.092.09(e). (b) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Each Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge of the First Series of First-Lien Obligations of the Series for which the Applicable Authorized Representative applicable Collateral Agent is acting, the Applicable Authorized Representative such Collateral Agent shall (at the sole cost and expense of the GrantorsBorrower and without representation or warranty of any kind), promptly deliver all Possessory Collateral in its possession to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to allow the Applicable Authorized Representative to obtain control of such Possessory CollateralDischarge). Pending delivery to the Applicable Authorized Representativeapplicable Collateral Agent, each other Collateral Agent Authorized Representative agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (b) The duties or responsibilities of the Applicable Authorized Representative each Collateral Agent and each other Collateral Agent Authorized Representative under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party for purposes of perfecting the Lien held by such First First-Lien Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Each Possessory Collateral Agent agrees to hold any Shared Collateral constituting Possessory the Pledged Collateral that is part of the Shared Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party Second-Priority Agent and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, Pledged Collateral pursuant to the applicable First Lien Security Documents, in each caseSecond-Priority Collateral Agreements, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall 5.5. (at the sole cost and expense of the Grantors), promptly deliver all b) Each Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to allow the Applicable Authorized Representative to obtain control of such Possessory Collateral). Pending delivery to the Applicable Authorized Representative, each other Collateral Agent agrees to hold any Shared the Deposit Account Collateral constituting that is part of the Common Collateral and controlled by such Possessory Collateral, from time to time in its possession, Collateral Agent as gratuitous bailee and agent for the benefit of each other First Lien Secured Party Second-Priority Agent and any assignee, assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, Deposit Account Collateral pursuant to the applicable First Lien Security Documents, in each caseSecond-Priority Collateral Agreements, subject to the terms and conditions of this Section 2.095.5. (bc) The duties In the event that any Possessory Collateral Agent (or responsibilities its agent or bailees) has Lien filings against Intellectual Property that is part of the Applicable Authorized Representative and each other Common Collateral that are necessary for the perfection of Liens in such Common Collateral, such Possessory Collateral Agent under this Section 2.09 shall be limited solely agrees to holding any Shared Collateral constituting Possessory Collateral hold such Liens as gratuitous bailee for each Second-Priority Agent and agent any assignee solely for the benefit of each other First Lien Secured Party for purposes purpose of perfecting the Lien held by security interest granted in such First Lien Liens pursuant to the Second-Priority Collateral Agreements, subject to the terms and conditions of this Section 5.5. (d) Except as otherwise specifically provided herein (including Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurred, each Possessory Collateral Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Second-Priority Collateral Documents did not exist. The rights of the Second-Priority Agents and the Second-Priority Secured Parties thereinwith respect to such Pledged Collateral shall at all times be subject to the terms of this Agreement.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Controlling Collateral Agent and the Controlling Collateral Agent agrees to hold any Shared Collateral constituting all Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and agent 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other First Lien Secured Party for which such Possessory Collateral is Shared Collateral and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.092.10; provided that at any time after a Collateral Agent ceases to be Controlling Collateral Agent with respect to any Possessory Collateral, such former Controlling Collateral Agent shall, at the Discharge request of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)new Controlling Collateral Agent, promptly deliver all such Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) new Controlling Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make otherwise allow such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to allow the Applicable Authorized Representative new Controlling Collateral Agent to obtain control of such Possessory Collateral). Pending delivery to the Applicable Authorized Representative, each other . (b) The Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and agent 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.092.10. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 2.10 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and agent 9- 313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties thereinthereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Each Possessory Collateral Agent agrees to hold any Shared Collateral constituting the Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, Collateral pursuant to the applicable First ABL Facility Security Documents or the First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at 2.12. To the extent any time after Possessory Collateral is possessed by or is under the Discharge control of the First Lien Obligations of the Series for which a Collateral Agent (either directly or through its agents or bailees) other than the Applicable Authorized Representative is actingPossessory Collateral Agent, the Applicable Authorized Representative such Collateral Agent shall (at the sole cost and expense of the Grantors), promptly deliver all such Possessory Collateral to (or shall cause such Possessory Collateral to be delivered to) the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements Possessory Collateral Agent and shall take all actions reasonably requested in writing by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by Possessory Collateral Agent to cause the Applicable Authorized Representative Possessory Collateral Agent to allow the Applicable Authorized Representative to obtain have possession or control of such Possessory Collateral)same. Pending such delivery to the Applicable Authorized RepresentativePossessory Collateral Agent, each other Collateral Agent agrees to hold any Shared Possessory Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First ABL Facility Security Documents or First-Lien Security Documents, in each casecase subject to the terms and conditions of this Section 2.12. (b) Each Possessory Collateral Agent further agrees to hold the Possessory Collateral that is part of the Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee for the Intercreditor Agent (as defined in the Junior Lien Intercreditor Agreements) and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral pursuant to the Second Priority Collateral Agreements, subject to the terms and conditions of this Section 2.09Agreement. (bc) The duties or responsibilities of the Applicable Authorized Representative each Possessory Collateral Agent and each other Collateral Agent under this Section 2.09 2.12 shall be limited solely to holding any Shared Collateral constituting the Possessory Collateral as gratuitous bailee and agent for the benefit of (x) each other First Lien Secured Party for purposes of perfecting the Lien security interest held by such First Lien the Secured Parties thereintherein and (y) the Intercreditor Agent and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral pursuant to the Second Priority Collateral Agreements. (d) Upon the Discharge of all First-Priority Lien Obligations, each Senior First-Priority Collateral Agent shall deliver to the ABL Facility Collateral Agent, to the extent that it is legally permitted to do so, the remaining Possessory Collateral (if any) held by it, together with any necessary endorsements (or otherwise allow the ABL Facility Collateral Agent to obtain control of such Possessory Collateral) or as a court of competent jurisdiction may otherwise direct. The U.S. Borrower shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify the Possessory Collateral Agent for loss or damage suffered by the Possessory Collateral Agent as a result of such transfer except for loss or damage suffered by the Possessory Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. No Senior First-Priority Collateral Agent shall be obligated to follow instructions from the ABL Facility Collateral Agent in contravention of this Agreement. (e) Upon the Discharge of all ABL Obligations, the ABL Facility Collateral Agent shall deliver to the Applicable First-Lien Agent, to the extent that it is legally permitted to do so, the remaining Possessory Collateral (if any) held by it, together with any necessary endorsements (or otherwise allow the Applicable First-Lien Agent to obtain control of such Possessory Collateral) or as a court of competent jurisdiction may otherwise direct. The U.S. Borrower shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify the Possessory Collateral Agent for loss or damage suffered by the Possessory Collateral Agent as a result of such transfer except for loss or damage suffered by the Possessory Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. The ABL Facility Collateral Agent shall not be obligated to follow instructions from any Senior First-Priority Collateral Agent in contravention of this Agreement.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Each Possessory Collateral Agent agrees to hold any Shared Collateral constituting the Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for for, or, as applicable, on trust for, the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, Collateral pursuant to the applicable First ABL Facility Security Documents or the First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at 2.12. To the extent any time after Possessory Collateral is possessed by or is under the Discharge control of the First Lien Obligations of the Series for which a Collateral Agent (either directly or through its agents or bailees) other than the Applicable Authorized Representative is actingPossessory Collateral Agent, the Applicable Authorized Representative such Collateral Agent shall (at the sole cost and expense of the Grantors), promptly deliver all such Possessory Collateral to (or shall cause such Possessory Collateral to be delivered to) the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements Possessory Collateral Agent and shall take all actions reasonably requested in writing by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by Possessory Collateral Agent to cause the Applicable Authorized Representative Possessory Collateral Agent to allow the Applicable Authorized Representative to obtain have possession or control of such Possessory Collateral)same. Pending such delivery to the Applicable Authorized RepresentativePossessory Collateral Agent, each other Collateral Agent agrees to hold any Shared Possessory Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for for, or, as applicable, on trust for, the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First ABL Facility Security Documents or First-Lien Security Documents, in each casecase subject to the terms and conditions of this Section 2.12. (b) Each Possessory Collateral Agent further agrees to hold the Possessory Collateral that is part of the Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee for, or, as applicable, on trust for, the Intercreditor Agent and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral pursuant to the Second Priority Collateral Agreement, subject to the terms and conditions of this Section 2.09Agreement. (bc) The duties or responsibilities of the Applicable Authorized Representative each Possessory Collateral Agent and each other Collateral Agent under this Section 2.09 2.12 shall be limited solely to holding any Shared Collateral constituting the Possessory Collateral as gratuitous bailee and agent for for, or, as applicable, on trust for, the benefit of (x) each other First Lien Secured Party for purposes of perfecting the Lien security interest held by such First Lien the Secured Parties thereintherein and (y) the Intercreditor Agent and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral pursuant to the Second Priority Collateral Agreement. (d) Upon the Discharge of all First-Priority Lien Obligations, each Senior First-Priority Collateral Agent shall deliver to the ABL Facility Collateral Agent, to the extent that it is legally permitted to do so, the remaining Possessory Collateral (if any) held by it, together with any necessary endorsements (or otherwise allow the ABL Facility Collateral Agent to obtain control of such Possessory Collateral) or as a court of competent jurisdiction may otherwise direct. The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify the Possessory Collateral Agent for loss or damage suffered by the Possessory Collateral Agent as a result of such transfer except for loss or damage suffered by the Possessory Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. No Senior First-Priority Collateral Agent shall be obligated to follow instructions from the ABL Facility Collateral Agent in contravention of this Agreement. (e) Upon the Discharge of all ABL Obligations, the ABL Facility Collateral Agent shall deliver to the First-Lien Collateral Agent, to the extent that it is legally permitted to do so, the remaining Possessory Collateral (if any) held by it, together with any necessary endorsements (or otherwise allow the First-Lien Collateral Agent to obtain control of such Possessory Collateral) or as a court of competent jurisdiction may otherwise direct. The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify the Possessory Collateral Agent for loss or damage suffered by the Possessory Collateral Agent as a result of such transfer except for loss or damage suffered by the Possessory Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. The ABL Facility Collateral Agent shall not be obligated to follow instructions from any Senior First-Priority Collateral Agent in contravention of this Agreement.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Possessory Collateral shall be delivered to the Applicable Authorized Representative Collateral Agent therefor and each Applicable Collateral Agent agrees to hold any Shared Collateral constituting all Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for which such Possessory Collateral is Shared Collateral and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after a Applicable Collateral Agent ceases to be Applicable Collateral Agent with respect to any Possessory Collateral, such former Applicable Collateral Agent shall, at the Discharge request of the First Lien Obligations of the Series for which the new Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)Collateral Agent, promptly deliver all such Possessory Collateral to the such new Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make otherwise allow such other arrangements as shall be reasonably requested by the new Applicable Authorized Representative to allow the Applicable Authorized Representative Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Borrower shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. (b) The Applicable Authorized Representative, each other Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties thereinthereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge Credit Agreement Collateral Agent is not the Controlling Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the First Additional First-Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors), Collateral Agent promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Additional First-Lien Obligations) Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Additional First-Lien Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Company shall take such further action as is required to effectuate the Applicable Authorized Representativetransfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct, each other gross negligence or bad faith. The Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (b) . The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party for purposes of perfecting the Lien held by such First First-Lien Secured Parties thereinthereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Administrative Agent and the Administrative Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge Administrative Agent is not the Applicable Collateral Agent, the Administrative Agent shall, at the request of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)Collateral Agent, promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Company shall take such further action as is required to effectuate the Applicable Authorized Representative, transfer contemplated hereby and shall indemnify each other Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct or gross negligence. Each Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (b) . The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (ai) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Administrative Agent and the Administrative Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge Administrative Agent is not the Applicable Collateral Agent, the Administrative Agent shall, at the request of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)Collateral Agent, promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Company shall take such further action as is required to effectuate the Applicable Authorized Representative, transfer contemplated hereby and shall indemnify each other Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct or gross negligence. (ii) Each Collateral Agent (other than the Administrative Agent) agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (biii) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge Credit Agreement Collateral Agent is not the Applicable Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the First Additional First-Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)Collateral Agent, promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Additional First-Lien Obligations) Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Additional First-Lien Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. (b) The Applicable Authorized Representative, each other Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party for purposes of perfecting the Lien held by such First First-Lien Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Pari-Passu Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Pari-Passu Lien Security Documents, in each case, case subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors), promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to allow the Applicable Authorized Representative to obtain control of such Possessory Collateral)Section. Pending delivery to the Applicable Authorized RepresentativeCollateral Agent, each other Collateral Agent Authorized Representative agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Pari-Passu Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Pari-Passu Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09Section. (b) The duties or responsibilities of the Applicable Collateral Agent and each Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Pari-Passu Lien Secured Party for purposes of perfecting the Lien held by such First Pari-Passu Lien Secured Parties therein. Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) So long as the Discharge of First Lien Obligations has not occurred, each First Lien Collateral Agent shall be entitled to deal with the Possessory or Controlled Collateral in accordance with the terms of this Agreement and the other First Lien Credit Documents as if the Second Priority Liens did not exist. The Applicable Authorized Representative agrees to hold any Shared Collateral constituting Possessory Collateral that is part obligations and responsibilities of the Shared First Lien Collateral in its possession Agents to the Second Lien Collateral Agents and the other Second Lien Secured Parties under this Section 6.08 shall be limited solely to holding or control (controlling the Possessory or in the possession or control of its agents or bailees) Controlled Collateral as gratuitous bailee and or gratuitous agent for the benefit of each Second Lien Collateral Agents and the other First Second Lien Secured Party and any assignee solely Parties for the purpose of perfecting the security interest granted in such Lien held by the Second Lien Secured Parties, and transferring the Possessory or Controlled Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, case subject to the terms and conditions of this Section 2.09; provided 6.08. Without limiting the foregoing, the First Lien Collateral Agents shall have no obligation or responsibility to ensure that at any time after Possessory or Controlled Collateral is genuine or owned by any of the Discharge Grantors or, other than holding or controlling such Possessory or Controlled Collateral as gratuitous bailee or gratuitous agent for or on behalf of the Second Lien Collateral Agents and the other Second Lien Secured Parties, to preserve the rights or benefits of any Person. The First Lien Collateral Agents acting pursuant to this Section 6.08 shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of any Second Lien Collateral Agent or any other Second Lien Secured Party. The parties recognize that the interest of the First Lien Obligations Collateral Agents, on the one hand, and the Second Lien Collateral Agents and the other Second Lien Secured Parties, on the other hand, may differ, and each First Lien Collateral Agent may act in its own interest without taking into account the interest of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors), promptly deliver all Possessory Second Lien Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) together with Agents or any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to allow the Applicable Authorized Representative to obtain control of such Possessory Collateral). Pending delivery to the Applicable Authorized Representative, each other Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Second Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09Party. (b) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Controlling Collateral Agent and the Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for which such Possessory Collateral is Shared Collateral and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge of Credit Agreement Collateral Agent is not the First Lien Obligations of the Series for which the Applicable Authorized Representative is actingControlling Collateral Agent, the Applicable Authorized Representative Credit Agreement Collateral Agent shall (at the sole cost and expense of the Grantors), at the request of the Authorized Representative that is the Controlling Collateral Agent, promptly deliver all Possessory Collateral to the Applicable such Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make otherwise allow such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to allow the Applicable Authorized Representative to obtain control of such Possessory Collateral). Pending delivery The Borrower and the other Grantors shall take such further action as is required to effectuate the Applicable Authorized Representative, each other transfer contemplated hereby. (a) The Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (b) The duties or responsibilities of the Applicable Authorized Representative Controlling Collateral Agent and each other Collateral Agent Authorized Representative under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Each Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.092.13; provided that at any time after the Discharge of the First Series of First-Lien Obligations of the Series for which the Applicable Authorized Representative applicable Collateral Agent is acting, the Applicable Authorized Representative such Collateral Agent shall (at the sole cost and expense of the GrantorsCompany and without representation or warranty of any kind), promptly deliver all Possessory Collateral in its possession to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to allow the Applicable Authorized Representative to obtain control of such Possessory CollateralDischarge). Pending delivery to the Applicable Authorized Representativeapplicable Collateral Agent, each other Collateral Agent Authorized Representative agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.092.13. (b) Until the Discharge of First-Lien Obligations has occurred, the applicable First-Lien Collateral Agent, acting at the direction of the Applicable Authorized Representative shall be entitled to deal with the Possessory Collateral in accordance with the terms of the First-Lien Documents as if the Liens of any Second-Lien Collateral Agent under the Second-Lien Security Documents did not exist. The rights of any Second-Lien Collateral Agent shall at all times be subject to the terms of this Agreement and to each First-Lien Collateral Agent’s rights under the First-Lien Security Documents. (c) Upon the Discharge of the First-Lien Obligations, the applicable First-Lien Collateral Agent, acting at the direction of the Applicable Authorized Representative shall deliver the remaining Pledged Collateral (if any) (or proceeds thereof) together with any necessary endorsements, first, to the applicable Second-Lien Collateral Agent, acting at the direction of the Applicable Authorized Representative, if any Second-Lien Obligations remain outstanding, and second, to the Company or the relevant Grantor if no First-Lien Obligations or Second-Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Possessory Collateral). The applicable First-Lien Collateral Agent, acting at the direction of the Applicable Authorized Representative further agrees to take all other action reasonably requested by such Person in connection with such Person’s obtaining a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. (d) The duties or responsibilities of the Applicable Authorized Representative each Collateral Agent and each other Collateral Agent Authorized Representative under this Section 2.09 2.13 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Priority Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Priority Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge Credit Agreement Collateral Agent is not the Controlling Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the Additional First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors), Priority Collateral Agent promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such Additional First Lien Obligations) Priority Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Additional First Lien Priority Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Company shall take such further action as is required to effectuate the Applicable Authorized Representativetransfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct, each other gross negligence or bad faith. (b) The Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Priority Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Priority Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Priority Secured Party for purposes of perfecting the Lien held by such First Lien Priority Secured Parties thereinthereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Each of the Applicable Authorized Representative First Lien Agent and the Applicable Second Lien Agent, on behalf of itself and the relevant Secured Parties, hereby agrees to that: %4. each Possessory Collateral Agent shall hold any Shared Collateral constituting the Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, Collateral pursuant to the applicable First Lien Term Facility Security Documents, in each casethe RBL Facility Security Documents, the Other First-Priority Lien Obligations Security Documents or the Other Second-Priority Lien Obligations Security Documents, subject to the terms and conditions of this Section 2.092.11; provided that at %4. to the extent any time after Possessory Collateral is possessed by or is under the Discharge control of the First Lien Obligations of the Series for which a Collateral Agent (either directly or through its agents or bailees) other than the Applicable Authorized Representative is actingPossessory Collateral Agent, the Applicable Authorized Representative such Collateral Agent shall (at the sole cost and expense of the Grantors), promptly deliver all such Possessory Collateral to (or shall cause such Possessory Collateral to be delivered to) the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements Possessory Collateral Agent and shall take all actions reasonably requested in writing by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by Possessory Collateral Agent to cause the Applicable Authorized Representative Possessory Collateral Agent to allow the Applicable Authorized Representative to obtain have possession or control of same; and %4. pending such Possessory Collateral). Pending delivery to the Applicable Authorized RepresentativePossessory Collateral Agent, each other Collateral Agent agrees to shall hold any Shared Possessory Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First RBL Facility Security Documents, Term Facility Security Documents, Other First-Priority Lien Obligations Security Documents or Other Second-Priority Lien Obligations Security Documents, in each case, subject to the terms and conditions of this Section 2.092.11. (b) The duties or responsibilities of the Applicable Authorized Representative Possessory Collateral Agent and each other Collateral Agent under this Section 2.09 2.11 shall be limited solely to holding any Shared Collateral constituting the Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien security interest held by such First Lien the Secured Parties therein. (c) Each of the Applicable Second Lien Agent and Second-Priority Lien Obligations Representatives hereby agrees that, upon the Discharge of all Second-Priority Lien Obligations, it shall deliver to the Applicable First Lien Agent, to the extent that it is legally permitted to do so, the remaining Possessory Collateral (if any) held by it, together with any necessary endorsements (or otherwise allow the Applicable First Lien Agent to obtain control of such Possessory Collateral) or as a court of competent jurisdiction may otherwise direct. The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify the Possessory Collateral Agent for loss or damage suffered by the Possessory Collateral Agent as a result of such transfer except for loss or damage suffered by the Possessory Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. None of the Term Facility Agent or any Other Second-Priority Lien Obligations Agent shall be obligated to follow instructions from the Applicable First Lien Agent in contravention of this Agreement. (d) Each of the Applicable First Lien Agent and First-Priority Lien Obligations Representatives hereby agrees that, upon the Discharge of all First-Priority Lien Obligations, it shall deliver to the Applicable Second Lien Agent, to the extent that it is legally permitted to do so, the remaining Possessory Collateral (if any) held by it, together with any necessary endorsements (or otherwise allow the Applicable Second Lien Agent to obtain control of such Possessory Collateral) or as a court of competent jurisdiction may otherwise direct. The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify the Possessory Collateral Agent for loss or damage suffered by the Possessory Collateral Agent as a result of such transfer except for loss or damage suffered by the Possessory Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. Neither the RBL Facility Agent nor any Other First-Priority Lien Obligations Agent shall be obligated to follow instructions from the Applicable Second Lien Agent in contravention of this Agreement.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold (and, pending delivery of the Possessory Collateral to the Credit Agreement Collateral Agent, each other Collateral Agent agrees to hold) any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First First-Lien Security Documents, in 193389721 each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge Credit Agreement Collateral Agent is not the Controlling Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)Additional Collateral Agent, promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) Additional Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Additional Collateral Agent to obtain control of such Possessory Collateral). The Borrowers shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith (as determined by a court of competent jurisdiction in a final, non-appealable judgment). (b) Pending delivery of the Possessory Collateral to the Applicable Authorized RepresentativeAdditional Collateral Agent, each other the Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party for purposes of perfecting the Lien held by such First First-Lien Secured Parties thereinthereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Initial Notes Priority Lien Collateral Agent and the Initial Notes Priority Lien Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Priority Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Priority Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge Initial Notes Priority Lien Collateral Agent is not the Controlling Collateral Agent, the Initial Notes Priority Lien Collateral Agent shall, at the request of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors), Controlling Collateral Agent promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) Controlling Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Controlling Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Company shall take such further action as is required to effectuate the Applicable Authorized Representativetransfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct, each other gross negligence or bad faith. (b) The Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Priority Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Priority Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Priority Secured Party for purposes of perfecting the Lien held by such First Lien Priority Secured Parties thereinthereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Controlling Collateral Agent and the Controlling Collateral Agent agrees to hold any Shared Collateral constituting all Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and agent 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other First Lien Secured Party for which such Possessory Collateral is Shared Collateral and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.092.10; provided that at any time after a Collateral Agent ceases to be Controlling Collateral Agent with respect to any Possessory Collateral, such former Controlling Collateral Agent shall, at the Discharge request of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)new Controlling Collateral Agent, promptly deliver all such Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) new Controlling Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make otherwise allow such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to allow the Applicable Authorized Representative new Controlling Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Borrower shall take such further action as is required to effectuate the Applicable Authorized Representative, transfer contemplated hereby and shall indemnify each other Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. (b) The Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and agent 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.092.10. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 2.10 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and agent 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties thereinthereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Senior Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Senior Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge of the First Senior Lien Obligations of the Series for which the Applicable Authorized Representative Controlling Collateral Agent is acting, the Applicable Authorized Representative Controlling Collateral Agent shall (at the sole cost and expense of the Grantors), promptly deliver all Possessory Collateral to the Applicable Authorized Representative Controlling Collateral Agent (after giving effect to the Discharge of such First Senior Lien Obligations) together with any necessary endorsements reasonably requested by the Applicable Authorized Representative Controlling Collateral Agent (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative Controlling Collateral Agent to allow the Applicable Authorized Representative Controlling Collateral Agent to obtain control of such Possessory Collateral). Pending delivery to the Applicable Authorized RepresentativeControlling Collateral Agent, each other Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Senior Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Senior Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (b) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the GrantorsCompany), promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to allow the Applicable Authorized Representative to obtain control of such Possessory Collateral). Pending delivery to the Applicable Authorized Representative, each other Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (b) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge of the First Lien Obligations of the Series for which the Applicable Authorized Representative Controlling Collateral Agent is acting, the Applicable Authorized Representative Controlling Collateral Agent shall (at the sole cost and expense of the Grantors), promptly deliver all Possessory Collateral to the Applicable Authorized Representative Controlling Collateral Agent (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements reasonably requested by the Applicable Authorized Representative Controlling Collateral Agent (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative Controlling Collateral Agent to allow the Applicable Authorized Representative Controlling Collateral Agent to obtain control of such Possessory Collateral). Pending delivery to the Applicable Authorized RepresentativeControlling Collateral Agent, each other Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (b) The duties or responsibilities of the Applicable Authorized Representative Controlling Collateral Agent and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the First Lien Credit Agreement Collateral Agent and the First Lien Credit Agreement Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for which such Possessory Collateral is Shared Collateral and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge of the First Lien Obligations of Credit Agreement Collateral Agent is not the Series for which the Applicable Authorized Representative is actingControlling Collateral Agent, the Applicable Authorized Representative First Lien Credit Agreement Collateral Agent shall (at the sole cost and expense of the Grantors), at the request of the Additional First Lien Collateral Agent that is the Controlling Collateral Agent, promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such Additional First Lien Obligations) Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make otherwise allow such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to allow the Applicable Authorized Representative Additional First Lien Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Borrowers and the other Grantors shall take such further action as is required to effectuate the Applicable Authorized Representativetransfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct, each other gross negligence or bad faith (as determined by a court of competent jurisdiction in a final, non-appealable judgment). (b) The Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative Controlling Collateral Agent and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties thereinthereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Each Possessory Collateral Agent agrees to hold any Shared Collateral constituting the Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for for, or, as applicable, on trust for, the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, Collateral pursuant to the applicable First Lien Notes Security Documents or the LC Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at 2.12. To the extent any time after Possessory Collateral is possessed by or is under the Discharge control of the First Lien Obligations of the Series for which a Collateral Agent (either directly or through its agents or bailees) other than the Applicable Authorized Representative is actingPossessory Collateral Agent, the Applicable Authorized Representative such Collateral Agent shall (at the sole cost and expense of the Grantors), promptly deliver all such Possessory Collateral to (or shall cause such Possessory Collateral to be delivered to) the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements Possessory Collateral Agent and shall take all actions reasonably requested in writing by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by Possessory Collateral Agent to cause the Applicable Authorized Representative Possessory Collateral Agent to allow the Applicable Authorized Representative to obtain have possession or control of such Possessory Collateral)same. Pending such delivery to the Applicable Authorized RepresentativePossessory Collateral Agent, each other Collateral Agent agrees to hold any Shared Possessory Collateral constituting Possessory Collateralas gratuitous bailee, from time to time in its possessionor, as gratuitous bailee and agent applicable, on trust for, for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Notes Security Documents or LC Security Documents, in each case, case subject to the terms and conditions of this Section 2.092.12. (b) The duties or responsibilities of the Applicable Authorized Representative each Possessory Collateral Agent and each other Collateral Agent under this Section 2.09 2.12 shall be limited solely to holding any Shared Collateral constituting the Possessory Collateral as gratuitous bailee and agent bailee, or, as applicable, on trust for, for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien security interest held by such First Lien the Secured Parties therein. (c) Upon the Discharge of all LC Obligations, the LC Collateral Agent shall deliver to the Notes Collateral Agent (at the sole expense of the Grantors), to the extent that it is legally permitted to do so, the remaining Possessory Collateral (if any) held by it, together with any necessary endorsements (or otherwise allow the Notes Collateral Agent to obtain control of such Possessory Collateral) or 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 the Possessory Collateral Agent for loss or damage suffered by the Possessory Collateral Agent as a result of such transfer except for loss or damage suffered by the Possessory Collateral Agent as a result of its own willful misconduct or gross negligence. No LC Collateral Agent shall be obligated to follow instructions from the Notes Collateral Agent in contravention of this Agreement. (d) Upon the Discharge of all Notes Obligations, the Notes Collateral Agent shall deliver to the LC Collateral Agent (at the sole expense of the Grantors), to the extent that it is legally permitted to do so, the remaining Possessory Collateral (if any) held by it, together with any necessary endorsements (or otherwise allow the LC Collateral Agent to obtain control of such Possessory Collateral) or 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 the Possessory Collateral Agent for loss or damage suffered by the Possessory Collateral Agent as a result of such transfer except for loss or damage suffered by the Possessory Collateral Agent as a result of its own willful misconduct or gross negligence. The Notes Collateral Agent shall not be obligated to follow instructions from any LC Collateral Agent in contravention of this Agreement.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge Credit Agreement Collateral Agent is not the Controlling Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the First Additional First-Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors), Collateral Agent promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Additional First-Lien Obligations) Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Additional First-Lien Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Borrowers shall take such further action as is required to effectuate the Applicable Authorized Representativetransfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct, each other gross negligence or bad faith. (b) Each Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party for purposes of perfecting the Lien held by such First First-Lien Secured Parties thereinthereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Loan Agreement Collateral Agent, and the Loan Agreement Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge Loan Agreement Collateral Agent is not the Applicable Collateral Agent, the Loan Agreement Collateral Agent shall, at the request of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)Collateral Agent, promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Authority shall take such further action as is required to effectuate the Applicable Authorized Representative, transfer contemplated hereby and shall indemnify each other Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct or gross negligence. (b) Each Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) Each Collateral Agent agrees that if it has entered or shall at any time enter into a control agreement or similar agreement with respect to any Shared Collateral (including any deposit account, securities account or other account), (such Shared Collateral being referred to herein as the “Controlled Shared Collateral”), such Collateral Agent shall, solely for the purpose of perfecting the Liens of any other Collateral Agent granted on such Shared Collateral under its Secured Credit Documents and subject to the terms and conditions of this Article, also hold such Controlled Shared Collateral and act under such control agreement or similar agreement as agent for each such other Collateral Agent and First Lien Secured Parties (any Collateral Agent that shall be holding any Controlled Shared Collateral as agent being referred to herein as the “Bailee Collateral Agent”). In furtherance of the foregoing, each Collateral Agent appoints each Bailee Collateral Agent as such Collateral Agent’s collateral agent hereunder with respect to any Controlled Shared Collateral that such Bailee Collateral Agent controls at any time solely for the purpose of perfecting a Lien on such Controlled Shared Collateral. (d) In furtherance of the foregoing, each Grantor hereby grants a security interest in the Controlled Shared Collateral to each Collateral Agent that controls Controlled Shared Collateral for the benefit of all First Lien Secured Parties which have been granted a Lien on the Controlled Shared Collateral controlled by such Collateral Agent. (e) Unless the Lien of the FLSO Collateral Agent on such Collateral shall have been or concurrently is released, after the occurrence of the Discharge of Loan Agreement Obligations, the Loan Agreement Collateral Agent and the Grantors shall at the request of the FLSO Collateral Agent have each control agreement assigned to the FLSO Collateral Agent or otherwise have control of all Controlled Shared Collateral transferred to the FLSO Collateral Agent, in each case, to the extent that the applicable FLSO Loan Documents would entitle the FLSO Collateral Agent to have control over the Controlled Shared Collateral. (f) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for which such Possessory Collateral is Shared Collateral and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge Credit Agreement Collateral Agent is not the Applicable Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)Additional Collateral Agent, promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) Additional Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Additional Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Borrowers shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct or gross negligence. (b) The Applicable Authorized Representative, each other Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09.; provided, however that the Applicable Collateral Agent shall not have any fiduciary duties in connection therewith and each other Collateral Agent and Authorized Representative hereby waives and releases the Applicable Collateral Agent from any claims arising out of its role under this Section 2.09(b). US-DOCS\99073489.6 (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties thereinthereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge of the First Lien Obligations of the Series for which the Applicable Authorized Representative Controlling Collateral Agent is acting, the Applicable Authorized Representative Controlling Collateral Agent shall (at the sole cost and expense of the Grantors), promptly deliver all Possessory Collateral to the Applicable Authorized Representative Controlling Collateral Agent (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements reasonably requested by the Applicable Authorized Representative Controlling Collateral Agent (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative Controlling Collateral Agent to allow the Applicable Authorized Representative Controlling Collateral Agent to obtain control of such Possessory Collateral). Each Collateral Agent shall deliver or cause to be delivered to the Controlling Collateral Agent, to the extent that it is legally permitted to do so, all Possessory Collateral held or controlled by such Collateral Agent or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Possessory Collateral, together with any necessary endorsements. Pending delivery to the Applicable Authorized RepresentativeControlling Collateral Agent, each other Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of and on behalf of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (b) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Each Possessory Collateral Agent agrees to hold any Shared Collateral constituting the Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, Collateral pursuant to the applicable First Lien ABL Facility Security Documents, in each casethe Senior Secured Note Security Documents or the Other Senior Secured Lien Obligations Security Documents, subject to the terms and conditions of this Section 2.09; provided that at 2.12. To the extent any time after Possessory Collateral is possessed by or is under the Discharge control of the First Lien Obligations of the Series for which a Collateral Agent (either directly or through its agents or bailees) other than the Applicable Authorized Representative is actingPossessory Collateral Agent, the Applicable Authorized Representative such Collateral Agent shall (at the sole cost and expense of the Grantors), promptly deliver all such Possessory Collateral to (or shall cause such Possessory Collateral to be delivered to) the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements Possessory Collateral Agent and shall take all actions reasonably requested in writing by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by Possessory Collateral Agent to cause the Applicable Authorized Representative Possessory Collateral Agent to allow the Applicable Authorized Representative to obtain have possession or control of such Possessory Collateral)same. Pending such delivery to the Applicable Authorized RepresentativePossessory Collateral Agent, each other Collateral Agent agrees to hold any Shared Possessory Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First ABL Facility Security Documents, Senior Secured Note Security Documents or Other Senior Secured Lien Obligations Security Documents, in each case, subject to the terms and conditions of this Section 2.092.12. (b) The duties or responsibilities of the Applicable Authorized Representative Possessory Collateral Agent and each other Collateral Agent under this Section 2.09 2.12 shall be limited solely to holding any Shared Collateral constituting the Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien security interest held by such First Lien the Secured Parties therein. (c) Upon the Discharge of all Senior Secured Lien Obligations, each Senior Priority Collateral Agent shall deliver to the ABL Facility Collateral Agent, to the extent that it is legally permitted to do so, the remaining Possessory Collateral (if any) held by it, together with any necessary endorsements (or otherwise allow the ABL Facility Collateral Agent to obtain control of such Possessory Collateral) or as a court of competent jurisdiction may otherwise direct. The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify the Possessory Collateral Agent for loss or damage suffered by the Possessory Collateral Agent as a result of such transfer except for loss or damage suffered by the Possessory Collateral Agent as a result of its own willful misconduct or gross negligence. No Senior Priority Collateral Agent shall be obligated to follow instructions from the ABL Facility Collateral Agent in contravention of this Agreement.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative i. Each Possessory Collateral Agent agrees to hold any Shared Collateral constituting the Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for for, or, as applicable, on trust for, the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, Collateral pursuant to the applicable First Lien Notes Security Documents or the LC Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at 2.12. To the extent any time after Possessory Collateral is possessed by or is under the Discharge control of the First Lien Obligations of the Series for which a Collateral Agent (either directly or through its agents or bailees) other than the Applicable Authorized Representative is actingPossessory Collateral Agent, the Applicable Authorized Representative such Collateral Agent shall (at the sole cost and expense of the Grantors), promptly deliver all such Possessory Collateral to (or shall cause such Possessory Collateral to be delivered to) the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements Possessory Collateral Agent and shall take all actions reasonably requested in writing by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by Possessory Collateral Agent to cause the Applicable Authorized Representative Possessory Collateral Agent to allow the Applicable Authorized Representative to obtain have possession or control of such Possessory Collateral)same. Pending such delivery to the Applicable Authorized RepresentativePossessory Collateral Agent, each other Collateral Agent agrees to hold any Shared Possessory Collateral constituting Possessory Collateralas gratuitous bailee, from time to time in its possessionor, as gratuitous bailee and agent applicable, on trust for, for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Notes Security Documents or LC Security Documents, in each case, case subject to the terms and conditions of this Section 2.092.12. (b) ii. The duties or responsibilities of the Applicable Authorized Representative each Possessory Collateral Agent and each other Collateral Agent under this Section 2.09 2.12 shall be limited solely to holding any Shared Collateral constituting the Possessory Collateral as gratuitous bailee and agent bailee, or, as applicable, on trust for, for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien security interest held by such First Lien the Secured Parties therein. iii. Upon the Discharge of all LC Obligations, the LC Collateral Agent shall deliver to the Notes Collateral Agent (at the sole expense of the Grantors), to the extent that it is legally permitted to do so, the remaining Possessory Collateral (if any) held by it, together with any necessary endorsements (or otherwise allow the Notes Collateral Agent to obtain control of such Possessory Collateral) or 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 the Possessory Collateral Agent for loss or damage suffered by the Possessory Collateral Agent as a result of such transfer except for loss or damage suffered by the Possessory Collateral Agent as a result of its own willful misconduct or gross negligence. No LC Collateral Agent shall be obligated to follow instructions from the Notes Collateral Agent in contravention of this Agreement. iv. Upon the Discharge of all Notes Obligations, the Notes Collateral Agent shall deliver to the LC Collateral Agent (at the sole expense of the Grantors), to the extent that it is legally permitted to do so, the remaining Possessory Collateral (if any) held by it, together with any necessary endorsements (or otherwise allow the LC Collateral Agent to obtain control of such Possessory Collateral) or 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 the Possessory Collateral Agent for loss or damage suffered by the Possessory Collateral Agent as a result of such transfer except for loss or damage suffered by the Possessory Collateral Agent as a result of its own willful misconduct or gross negligence. The Notes Collateral Agent shall not be obligated to follow instructions from any LC Collateral Agent in contravention of this Agreement.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Administrative Agent and the Administrative Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the New York UCC) and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge Administrative Agent is not the Applicable Collateral Agent, the Administrative Agent shall, at the request of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)Collateral Agent, promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) Collateral Agent together with any necessary endorsements (such endorsement shall be without recourse and without any representation or warranty) or otherwise allow the Applicable Collateral Agent to obtain possession or control of such Possessory Collateral. The Grantors shall take such further action as is reasonably requested by the Applicable Authorized Representative Collateral Agent to effectuate the transfer contemplated hereby. Solely with respect to any deposit accounts under the control (or make within the meaning of Section 9-104 of the New York UCC) of the Administrative Agent, the Administrative Agent agrees to also hold control over such deposit accounts as gratuitous agent for each other arrangements as shall be reasonably requested by the Applicable Authorized Representative to allow the Applicable Authorized Representative to obtain control of such Possessory Collateral). Pending delivery First Lien Secured Party, subject to the Applicable Authorized Representative, each other terms and conditions of this Section 2.09. (b) Each Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possessionpossession or control (or in the possession or control of its agents or bailees), as gratuitous bailee and agent for the benefit of each other First Lien Secured Party (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the New York UCC) and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. Solely with respect to any deposit accounts under the control (within the meaning of Section 9-104 of the New York UCC) of any Collateral Agent, each such Collateral Agent agrees to also hold control over such deposit accounts as gratuitous agent for each other First Lien Secured Party, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee (and agent with respect to deposit accounts, agent) for the benefit of each other First Lien Secured Party in accordance with this Section 2.09 for purposes of perfecting the Lien held by such First Lien Secured Parties therein. Each Collateral Agent shall have no obligation whatsoever to the First Lien Secured Parties or the other Collateral Agents to ensure that the Possessory 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 2.09. (d) None of the Collateral Agents or any of the First Lien Secured Parties shall have by reason of the First Lien Documents, this Agreement or any other document a fiduciary relationship in respect of the other Collateral Agents or any First Lien Secured Party, and each Collateral Agent and each First Lien Secured Party hereby waives and releases the other Collateral Agents and First Lien Secured Parties from all claims and liabilities arising pursuant to any Collateral Agent’s role under this Section 2.09 as gratuitous bailee and gratuitous agent with respect to the Possessory Collateral.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Each of the Applicable Authorized Representative First Lien Agent and the Applicable Second Lien Agent, on behalf of itself and the relevant Secured Parties, hereby agrees to that: (i) each Possessory Collateral Agent shall hold any Shared Collateral constituting the Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, Collateral pursuant to the applicable First Lien Term Facility Security Documents, in each casethe RBL Facility Security Documents, the Senior Secured Notes Security Documents, the Other First-Priority Lien Obligations Security Documents or the Other Second-Priority Lien Obligations Security Documents, subject to the terms and conditions of this Section 2.092.12; provided that at (ii) to the extent any time after Possessory Collateral is possessed by or is under the Discharge control of the First Lien Obligations of the Series for which a Collateral Agent (either directly or through its agents or bailees) other than the Applicable Authorized Representative is actingPossessory Collateral Agent, the Applicable Authorized Representative such Collateral Agent shall (at the sole cost and expense of the Grantors), promptly deliver all such Possessory Collateral to (or shall cause such Possessory Collateral to be delivered to) the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements Possessory Collateral Agent and shall take all actions reasonably requested in writing by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by Possessory Collateral Agent to cause the Applicable Authorized Representative Possessory Collateral Agent to allow the Applicable Authorized Representative to obtain have possession or control of same; and (iii) pending such Possessory Collateral). Pending delivery to the Applicable Authorized RepresentativePossessory Collateral Agent, each other Collateral Agent agrees to shall hold any Shared Possessory Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First RBL Facility Security Documents, Term Facility Security Documents, Senior Secured Notes Security Documents, Other First-Priority Lien Obligations Security Documents or Other Second-Priority Lien Obligations Security Documents, in each case, subject to the terms and conditions of this Section 2.092.12. (b) The duties or responsibilities of the Applicable Authorized Representative Possessory Collateral Agent and each other Collateral Agent under this Section 2.09 2.12 shall be limited solely to holding any Shared Collateral constituting the Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien security interest held by such First Lien the Secured Parties therein. (c) Each of the Applicable Second Lien Agent and Second-Priority Lien Obligations Representatives hereby agrees that, upon the Discharge of all Second-Priority Lien Obligations, it shall deliver to the Applicable First Lien Agent, to the extent that it is legally permitted to do so, the remaining Possessory Collateral (if any) held by it, together with any necessary endorsements (or otherwise allow the Applicable First Lien Agent to obtain control of such Possessory Collateral) or as a court of competent jurisdiction may otherwise direct. The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify the Possessory Collateral Agent for loss or damage suffered by the Possessory Collateral Agent as a result of such transfer except for loss or damage suffered by the Possessory Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. None of the Term Facility Agent, the Senior Secured Notes Collateral Agent or any Other Second-Priority Lien Obligations Agent shall be obligated to follow instructions from the Applicable First Lien Agent in contravention of this Agreement. (d) Each of the Applicable First Lien Agent and First-Priority Lien Obligations Representatives hereby agrees that, upon the Discharge of all First-Priority Lien Obligations, it shall deliver to the Applicable Second Lien Agent, to the extent that it is legally permitted to do so, the remaining Possessory Collateral (if any) held by it, together with any necessary endorsements (or otherwise allow the Applicable Second Lien Agent to obtain control of such Possessory Collateral) or as a court of competent jurisdiction may otherwise direct. The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify the Possessory Collateral Agent for loss or damage suffered by the Possessory Collateral Agent as a result of such transfer except for loss or damage suffered by the Possessory Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. Neither the RBL Facility Agent nor any Other Second-Priority Lien Obligations Agent shall be obligated to follow instructions from the Applicable Second Lien Agent in contravention of this Agreement.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the First Lien Credit Agreement Collateral Agent and the First Lien Credit Agreement Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for which such Possessory Collateral is Shared Collateral and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge of the First Lien Obligations Credit Agreement Collateral Agent is not the Controlling Collateral Agent, the First Lien Credit Agreement Collateral Agent shall, at the request of the Series for which Additional First Lien Collateral Agent that is the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)Controlling Collateral Agent, promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such Additional First Lien Obligations) Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make otherwise allow such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to allow the Applicable Authorized Representative Additional First Lien Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Borrower and the other Grantors shall take such further action as is required to effectuate the Applicable Authorized Representativetransfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct, each other gross negligence or bad faith. (b) Each Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties thereinthereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Credit Agreement Col­lateral Agent and the Credit Agreement Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Pari Passu Secured Party and any assignee solely for the purpose of perfecting the security interest inter­est granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Pari Passu Security Documents, in each case, subject to the terms and conditions of this Section 2.092.10; provided that at any time after the Discharge Credit Agreement Collateral Agent is not the Applicable Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)Additional Pari Passu Collateral Agent, promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) Additional Pari Passu Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Additional Pari Passu Collat­eral Agent to obtain control of such Possessory Collateral). Pending delivery The Company shall take such further action as reasonably requested by such Collateral Agent to effectuate the Applicable Authorized Representative, each other transfer contemplated hereby. (b) The Additional Pari Passu Collateral Agent agrees to hold any Shared Collateral Col­lateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Pari Passu Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien ap­plicable Pari Passu Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Pari Passu Secured Party for purposes of perfecting the Lien held by such First Lien Pari Passu Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Controlling Collateral Agent therefor and each Controlling Collateral Agent agrees to hold any Shared Collateral constituting all Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for which such Possessory Collateral is Shared Collateral and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after a Controlling Collateral Agent ceases to be Controlling Collateral Agent with respect to any Possessory Collateral, such former Controlling Collateral Agent shall, at the Discharge request of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)new Controlling Collateral Agent, promptly deliver all such Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) new Controlling Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make otherwise allow such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to allow the Applicable Authorized Representative new Controlling Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Borrowers shall take such further action as is required to effectuate the Applicable Authorized Representative, transfer contemplated hereby and shall indemnify each other Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of their own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. (b) Each Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties thereinthereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge Credit Agreement Collateral Agent or any subsequent Controlling Collateral Agent ceases to be the Controlling Collateral Agent, such former Controlling Collateral Agent shall, at the request of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)new Controlling Collateral Agent, promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) new Controlling Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative new Controlling First-Lien Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Borrower shall take such further action as is required to effectuate the Applicable Authorized Representativetransfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct, each other gross negligence or bad faith. (b) The Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party for purposes of perfecting the Lien held by such First First-Lien Secured Parties thereinthereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other Collateral Agent, for the benefit of its applicable First Lien Secured Party Parties, and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Secured Debt Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge of the First Lien Obligations of the Series for which the Applicable Authorized Representative then-current Controlling Collateral Agent is acting, the Applicable Authorized Representative such Controlling Collateral Agent shall (at the sole cost and expense of the Grantors), promptly deliver all Possessory Collateral to the Applicable Authorized Representative succeeding Controlling Collateral Agent (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements reasonably requested by the Applicable Authorized Representative succeeding Controlling Collateral Agent (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative succeeding Controlling Collateral Agent to allow the Applicable Authorized Representative succeeding Controlling Collateral Agent to obtain control “control” of such Possessory CollateralCollateral as defined in Section 9-314 of the UCC). Pending delivery to the Applicable Authorized RepresentativeControlling Collateral Agent, each other Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other Collateral Agent, for the benefit of its applicable First Lien Secured Party Parties, and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Secured Debt Documents, in each case, subject to the terms and conditions of this Section 2.09. (b) The duties or responsibilities of the Applicable Authorized Representative Controlling Collateral Agent and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties thereintherein and shall be subject to Section 4.03.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge Credit Agreement Collateral Agent is not the Controlling Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)Notes Collateral Agent, promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) Notes Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Notes Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Company shall take such further action as is required to effectuate the Applicable Authorized Representativetransfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct, each other gross negligence or bad faith. (b) The Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party for purposes of perfecting the Lien held by such First First-Lien Secured Parties thereinthereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Each of the Applicable Authorized Representative First Lien Agent and the Applicable Second Lien Agent, on behalf of itself and the relevant Secured Parties, hereby agrees to that: (i) each Possessory Collateral Agent shall hold any Shared Collateral constituting the Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, Collateral pursuant to the applicable First Lien Term Facility Security Documents, in each casethe RBL Facility Security Documents, the Other First-Priority Lien Obligations Security Documents or the Other Second-Priority Lien Obligations Security Documents, subject to the terms and conditions of this Section 2.092.11; provided that at (ii) to the extent any time after Possessory Collateral is possessed by or is under the Discharge control of the First Lien Obligations of the Series for which a Collateral Agent (either directly or through its agents or bailees) other than the Applicable Authorized Representative is actingPossessory Collateral Agent, the Applicable Authorized Representative such Collateral Agent shall (at the sole cost and expense of the Grantors), promptly deliver all such Possessory Collateral to (or shall cause such Possessory Collateral to be delivered to) the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements Possessory Collateral Agent and shall take all actions reasonably requested in writing by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by Possessory Collateral Agent to cause the Applicable Authorized Representative Possessory Collateral Agent to allow the Applicable Authorized Representative to obtain have possession or control of same; and • pending such Possessory Collateral). Pending delivery to the Applicable Authorized RepresentativePossessory Collateral Agent, each other Collateral Agent agrees to shall hold any Shared Possessory Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First RBL Facility Security Documents, Term Facility Security Documents, Other First-Priority Lien Obligations Security Documents or Other Second-Priority Lien Obligations Security Documents, in each case, subject to the terms and conditions of this Section 2.092.11. (b) The duties or responsibilities of the Applicable Authorized Representative Possessory Collateral Agent and each other Collateral Agent under this Section 2.09 2.11 shall be limited solely to holding any Shared Collateral constituting the Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien security interest held by such First Lien the Secured Parties therein. (c) Each of the Applicable Second Lien Agent and Second-Priority Lien Obligations Representatives hereby agrees that, upon the Discharge of all Second-Priority Lien Obligations, it shall deliver to the Applicable First Lien Agent, to the extent that it is legally permitted to do so, the remaining Possessory Collateral (if any) held by it, together with any necessary endorsements (or otherwise allow the Applicable First Lien Agent to obtain control of such Possessory Collateral) or as a court of competent jurisdiction may otherwise direct. The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify the Possessory Collateral Agent for loss or damage suffered by the Possessory Collateral Agent as a result of such transfer except for loss or damage suffered by the Possessory Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. None of the Term Facility Agent or any Other Second-Priority Lien Obligations Agent shall be obligated to follow instructions from the Applicable First Lien Agent in contravention of this Agreement. (d) Each of the Applicable First Lien Agent and First-Priority Lien Obligations Representatives hereby agrees that, upon the Discharge of all First-Priority Lien Obligations, it shall deliver to the Applicable Second Lien Agent, to the extent that it is legally permitted to do so, the remaining Possessory Collateral (if any) held by it, together with any necessary endorsements (or otherwise allow the Applicable Second Lien Agent to obtain control of such Possessory Collateral) or as a court of competent jurisdiction may otherwise direct. The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify the Possessory Collateral Agent for loss or damage suffered by the Possessory Collateral Agent as a result of such transfer except for loss or damage suffered by the Possessory Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. Neither the RBL Facility Agent nor any Other First-Priority Lien Obligations Agent shall be obligated to follow instructions from the Applicable Second Lien Agent in contravention of this Agreement.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Each Possessory Collateral Agent agrees to hold any Shared Collateral constituting the Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for for, or, as applicable, on trust for, the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, Collateral pursuant to the applicable First ABL Facility Security Documents or the First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at 2.12. To the extent any time after Possessory Collateral is possessed by or is under the Discharge control of the First Lien Obligations of the Series for which a Collateral Agent (either directly or through its agents or bailees) other than the Applicable Authorized Representative is actingPossessory Collateral Agent, the Applicable Authorized Representative such Collateral Agent shall (at the sole cost and expense of the Grantors), promptly deliver all such Possessory Collateral to (or shall cause such Possessory Collateral to be delivered to) the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements Possessory Collateral Agent and shall take all actions reasonably requested in writing by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by Possessory Collateral Agent to cause the Applicable Authorized Representative Possessory Collateral Agent to allow the Applicable Authorized Representative to obtain have possession or control of such Possessory Collateral)same. Pending such delivery to the Applicable Authorized RepresentativePossessory Collateral Agent, each other Collateral Agent agrees to hold any Shared Possessory Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for for, or, as applicable, on trust for, the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First ABL Facility Security Documents or First-Lien Security Documents, in each casecase subject to the terms and conditions of this Section 2.12. (b) Each Possessory Collateral Agent further agrees to hold the Possessory Collateral that is part of the Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee for, or, as applicable, on trust for, the Intercreditor Agent (as defined in the Junior Lien Intercreditor Agreements) and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral pursuant to the Second Priority Collateral Agreements, subject to the terms and conditions of this Section 2.09Agreement. (bc) The duties or responsibilities of the Applicable Authorized Representative each Possessory Collateral Agent and each other Collateral Agent under this Section 2.09 2.12 shall be limited solely to holding any Shared Collateral constituting the Possessory Collateral as gratuitous bailee and agent for for, or, as applicable, on trust for, the benefit of (x) each other First Lien Secured Party for purposes of perfecting the Lien security interest held by such First Lien the Secured Parties thereintherein and (y) the Intercreditor Agent and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral pursuant to the Second Priority Collateral Agreements. (d) Upon the Discharge of all First-Priority Lien Obligations, each Senior First-Priority Collateral Agent shall deliver to the ABL Facility Collateral Agent, to the extent that it is legally permitted to do so, the remaining Possessory Collateral (if any) held by it, together with any necessary endorsements (or otherwise allow the ABL Facility Collateral Agent to obtain control of such Possessory Collateral) or as a court of competent jurisdiction may otherwise direct. The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify the Possessory Collateral Agent for loss or damage suffered by the Possessory Collateral Agent as a result of such transfer except for loss or damage suffered by the Possessory Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. No Senior First-Priority Collateral Agent shall be obligated to follow instructions from the ABL Facility Collateral Agent in contravention of this Agreement. (e) Upon the Discharge of all ABL Obligations, the ABL Facility Collateral Agent shall deliver to the First-Lien Collateral Agent, to the extent that it is legally permitted to do so, the remaining Possessory Collateral (if any) held by it, together with any necessary endorsements (or otherwise allow the First-Lien Collateral Agent to obtain control of such Possessory Collateral) or as a court of competent jurisdiction may otherwise direct. The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify the Possessory Collateral Agent for loss or damage suffered by the Possessory Collateral Agent as a result of such transfer except for loss or damage suffered by the Possessory Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. The ABL Facility Collateral Agent shall not be obligated to follow instructions from any Senior First-Priority Collateral Agent in contravention of this Agreement.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the First Lien Credit Agreement Collateral Agent and the First Lien Credit Agreement Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party for which such Possessory Collateral is Shared Collateral and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge of the First Lien Obligations Credit Agreement Collateral Agent is not the Controlling Collateral Agent, the First Lien Credit Agreement Collateral Agent shall, at the request of the Series for which Additional First-Lien Collateral Agent that is the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)Controlling Collateral Agent, promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Additional First-Lien Obligations) Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make otherwise allow such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to allow the Applicable Authorized Representative Additional First-Lien Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Borrower and the other Grantors shall take such further action as is required to effectuate the Applicable Authorized Representativetransfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct, each other gross negligence or bad faith. (b) Each Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party for purposes of perfecting the Lien held by such First First-Lien Secured Parties thereinthereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Collateral Agent agrees to hold (including by way of control) any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or under its control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent or gratuitous agent, as applicable, for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Shared Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after if the Discharge Collateral Agent resigns or is removed pursuant to Section 5.6 of the First Lien Obligations of the Series for which the Applicable Authorized Representative is actingCollateral Agency Appointment Agreement, the Applicable Authorized Representative Collateral Agent shall (at the sole cost and expense of the GrantorsCredit Parties), promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) successor Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative successor Collateral Agent (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative successor Collateral Agent to allow the Applicable Authorized Representative successor Collateral Agent to obtain control of such Possessory Shared Collateral). Pending delivery or granting control to the Applicable Authorized Representativesuccessor Collateral Agent, each other Collateral Agent Senior Class Debt Representative agrees to hold (including by way of control) any Shared Collateral constituting Possessory Collateral, from time to time in its possessionpossession or under its control, as gratuitous bailee and or gratuitous agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Shared Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (b) The duties or responsibilities of the Applicable Authorized Representative Collateral Agent and each other Collateral Agent Senior Class Debt Representative under this Section 2.09 shall be limited solely to holding (including by way of control) any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent or gratuitous agent, as applicable for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Subject to the First Lien/Second Lien Intercreditor Agreement, Possessory Collateral shall be delivered to the Controlling Collateral Agent and the Controlling Collateral Agent agrees to hold any Shared Collateral constituting all Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and agent 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other First Lien Pari Secured Party for which such Possessory Collateral is Shared Collateral and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Pari Security Documents, in each case, subject to the terms and conditions of this Section 2.092.10; provided that at any time after a Collateral Agent ceases to be Controlling Collateral Agent with respect to any Possessory Collateral, such former Controlling Collateral Agent shall, at the Discharge request of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)new Controlling Collateral Agent, promptly deliver all such Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) new Controlling Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make otherwise allow such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to allow the Applicable Authorized Representative new Controlling Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Borrowers shall take such further action as is required to effectuate the Applicable Authorized Representative, transfer contemplated hereby and shall indemnify each other Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. (b) The Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and agent 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other First Lien Pari Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Pari Security Documents, in each case, subject to the terms and conditions of this Section 2.092.10. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 2.10 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and agent 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other First Lien Pari Secured Party for purposes of perfecting the Lien held by such First Lien Pari Secured Parties thereinthereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Controlling Collateral Agent therefor and each Controlling Collateral Agent agrees to hold any Shared Collateral constituting all Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for which such Possessory Collateral is Shared Collateral and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after a Controlling Collateral Agent ceases to be Controlling Collateral Agent with respect to any Possessory Collateral, such former Controlling Collateral Agent shall, at the Discharge request of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)new Controlling Collateral Agent, promptly deliver all such Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) new Controlling Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make otherwise allow such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to allow the Applicable Authorized Representative new Controlling Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Borrower shall take such further action as is required to effectuate the Applicable Authorized Representative, transfer contemplated hereby and shall indemnify each other Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. (b) The Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties thereinthereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Revolving Credit Agreement Agent and the Revolving Credit Agreement Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Pari Debt Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Pari Debt Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge Revolving Credit Agreement Agent is not the Applicable Collateral Agent (including as a result of the First Lien Obligations occurrence of a Non-Controlling Collateral Agent Enforcement Date), the Revolving Credit Agreement Agent shall, at the request of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)Collateral Agent, promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative applicable Additional Pari Debt Agent to obtain control of such Possessory Collateral). Pending delivery The Borrower shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. (b) The Applicable Authorized Representative, each other Collateral Agent agrees to hold hold, in accordance with the applicable Pari Debt Documents, any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Pari Debt Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Pari Debt Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Pari Debt Secured Party for purposes of perfecting the Lien held by such First Lien Pari Debt Secured Parties thereinthereon. (d) In furtherance of the foregoing, each Grantor hereby grants a security interest in the Shared Collateral to each Collateral Agent that controls Shared Collateral for the benefit of all Pari Debt Secured Parties which have been granted a Lien on the Shared Collateral controlled by such Collateral Agent.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Administrative Agent and the Administrative Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) and any other Shared Collateral under its “control” within the meaning of the UCC as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge Administrative Agent is not the Applicable Collateral Agent, the Administrative Agent shall, at the request of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)Collateral Agent, promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Borrower shall take such further action as is required to effectuate the Applicable Authorized Representativetransfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct, each other gross negligence or bad faith. (b) Each Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Subject to the First Lien/Second Lien Intercreditor Agreement, to the extent not required to be delivered to the Designated First Lien Representative (as defined in the First Lien/Second Lien Intercreditor Agreement), the Possessory Collateral shall be delivered, or control thereof transferred, to the Controlling Collateral Agent and (pending delivery or transfer of control of the Possessory Collateral to the Controlling Collateral Agent) the Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Second-Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Second-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after a Second-Lien Secured Party (other than the Discharge Controlling Collateral Agent or its agents or bailees) is in possession or control of any Possessory Collateral, such Second-Lien Secured Party shall, at the request of the Issuers or the Controlling Collateral Agent (if not required to be delivered to the Designated First Lien Obligations of Representative (as defined in the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the GrantorsFirst Lien/Second Lien Intercreditor Agreement)), promptly deliver or transfer control of all Possessory Collateral in its possession to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) Controlling Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative in its possession (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Controlling Collateral Agent to obtain possession or control of such Possessory Collateral). Pending delivery The Issuers shall take such further action as is required to effectuate the Applicable Authorized Representative, transfer contemplated hereby and shall indemnify each other Collateral Agent agrees to hold any Shared for loss or damage suffered by such Collateral constituting Possessory CollateralAgent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09gross negligence or bad faith. (b) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Second-Lien Secured Party for purposes of perfecting the Lien held by such First Second-Lien Secured Parties thereinthereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Each Possessory Collateral Agent agrees to hold any Shared Collateral constituting Possessory the Pledged Collateral that is part of the Shared Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party Second-Priority Agent and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, Pledged Collateral pursuant to the applicable First Lien Security Documents, in each caseSecond-Priority Collateral Agreements, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall 5.5. (at the sole cost and expense of the Grantors), promptly deliver all b) Each Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to allow the Applicable Authorized Representative to obtain control of such Possessory Collateral). Pending delivery to the Applicable Authorized Representative, each other Collateral Agent agrees to hold any Shared the Deposit Account Collateral constituting that is part of the Common Collateral and controlled by such Possessory Collateral, from time to time in its possession, Collateral Agent as gratuitous bailee and agent for the benefit of each other First Lien Secured Party Second-Priority Agent and any assignee, assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, Deposit Account Collateral pursuant to the applicable First Lien Security Documents, in each caseSecond-Priority Collateral Agreements, subject to the terms and conditions of this Section 2.095.5. (bc) In the event that any Possessory Collateral Agent (or its agent or bailees) has Lien filings against Intellectual Property that is part of the Common Collateral that are necessary for the perfection of Liens in such Common Collateral, such Possessory Collateral Agent agrees to hold such Liens as gratuitous bailee for each Second-Priority Agent and any assignee solely for the purpose of perfecting the security interest granted in such Liens pursuant to the Second-Priority Collateral Agreements, subject to the terms and conditions of this Section 5.5. (d) Except as otherwise specifically provided herein (including Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurred, each Possessory Collateral Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Second-Priority Collateral Documents did not exist. The rights of the Second-Priority Agents and the Second-Priority Secured Parties with respect to such Pledged Collateral shall at all times be subject to the terms of this Agreement. (e) No Possessory Collateral Agent shall have any obligation whatsoever to any Second-Priority Agent or any Second-Priority Secured Party to assure that the Pledged 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 Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the Applicable Authorized Representative and each other Possessory Collateral Agent under this Section 2.09 5.5 shall be limited solely to holding any Shared Collateral constituting Possessory the Pledged Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party Second-Priority Agent for purposes of perfecting the Lien held by such First Lien the Second-Priority Secured Parties. (f) No Possessory Collateral Agent shall have, by reason of the Second-Priority Collateral Documents or this Agreement or any other document, a fiduciary relationship in respect of any Second-Priority Agent or any Second-Priority Secured Party and the Second-Priority Agents and the Second-Priority Secured Parties thereinhereby waive and release each Possessory Collateral Agent from all claims and liabilities arising pursuant to any Possessory Collateral Agent’s role under this Section 5.5, as agent and gratuitous bailee with respect to the Common Collateral. (g) Upon the Discharge of Senior Lender Claims, each Possessory Collateral Agent shall deliver to the Second-Priority Designated Agent, to the extent that it is legally permitted to do so, the remaining Pledged Collateral (if any) and the Deposit Account Collateral (if any) together with any necessary endorsements (or otherwise allow the Second-Priority Designated Agent to obtain control of such Pledged Collateral and Deposit Account Collateral) or as a court of competent jurisdiction may otherwise direct. The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each Possessory Collateral Agent for loss or damage suffered by such Possessory Collateral Agent as a result of such transfer except for loss or damage suffered by such Possessory Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. No Possessory Collateral Agent has any obligation to follow instructions from any Second-Priority Agent in contravention of this Agreement. (h) Neither the Possessory Collateral Agents nor the Senior Lenders shall be required to marshal any present or future collateral security for the Company’s or its Subsidiaries’ obligations to the Possessory Collateral Agents or the Senior Lenders under the Senior Credit Agreement or the Senior Collateral 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.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Controlling Collateral Agent and the Controlling Collateral Agent agrees to hold any Shared Collateral constituting all Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and agent 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other First Lien Secured Party for which such Possessory Collateral is Shared Collateral and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.092.10 and the ABL Intercreditor Agreement with respect to ABL Priority Collateral; provided that at any time after a Collateral Agent ceases to be Controlling Collateral Agent with respect to any Possessory Collateral, such former Controlling Collateral Agent shall, at the Discharge request of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)new Controlling Collateral Agent, promptly deliver all such Possessory Collateral to that is in the Applicable Authorized Representative (after giving effect to the Discharge possession of such First Lien Obligations) former Controlling Collateral Agent to such new Controlling Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make otherwise allow such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to allow the Applicable Authorized Representative new Controlling Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Borrower shall take such further action as is required to effectuate the Applicable Authorized Representative, transfer contemplated hereby and shall indemnify each other Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. (b) The Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and agent 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.092.10. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 2.10 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and agent 9-313(c) of the Uniform Commercial Code, to the extent applicable) for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties thereinthereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Controlling Collateral Agent and the Controlling Collateral Agent agrees to hold any Shared Collateral constituting all Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for which such Possessory Collateral is Shared Collateral and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after a Collateral Agent ceases to be Controlling Collateral Agent with respect to any Possessory Collateral, such former Controlling Collateral Agent shall, at the Discharge request of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)new Controlling Collateral Agent, promptly deliver all such Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) new Controlling Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make otherwise allow such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to allow the Applicable Authorized Representative new Controlling Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Borrower shall take such further action as is reasonably required to effectuate the Applicable Authorized Representativetransfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of the bad faith, each other gross negligence or willful misconduct of it or any of its Related Parties as determined by a final nonappealable judgment of a court of competent jurisdiction. (b) The Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties thereinthereon.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge of the First Lien Obligations of the Series for which the Applicable Authorized Representative Controlling Collateral Agent is acting, the Applicable Authorized Representative Controlling Collateral Agent shall (at the sole cost and expense of the Grantors), promptly deliver all Possessory Collateral to the Applicable Authorized Representative Controlling Collateral Agent (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements reasonably requested by the Applicable Authorized Representative Controlling Collateral Agent (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative Controlling Collateral Agent to allow the Applicable Authorized Representative Controlling Collateral Agent to obtain control of such Possessory Collateral). Each Collateral Agent shall deliver or cause to be delivered to the Controlling Collateral Agent, to the extent that it is legally permitted to do so, all Possessory Collateral held or controlled by such Collateral Agent or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Possessory Collateral, together with any necessary endorsements. Pending delivery to the Applicable Authorized RepresentativeControlling Collateral Agent, each other Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (b) The duties or responsibilities of the Applicable Authorized Representative Controlling Collateral Agent and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Each Possessory Collateral Agent agrees to hold any Shared Collateral constituting the Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for for, or, as applicable, on trust for, the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, Collateral pursuant to the applicable First ABL Facility Security Documents or the First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at 2.12. To the extent any time after Possessory Collateral is possessed by or is under the Discharge control of the First Lien Obligations of the Series for which a Collateral Agent (either directly or through its agents or bailees) other than the Applicable Authorized Representative is actingPossessory Collateral Agent, the Applicable Authorized Representative such Collateral Agent shall (at the sole cost and expense of the Grantors), promptly deliver all such Possessory Collateral to (or shall cause such Possessory Collateral to be delivered to) the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements Possessory Collateral Agent and shall take all actions reasonably requested in writing by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by Possessory Collateral Agent to cause the Applicable Authorized Representative Possessory Collateral Agent to allow the Applicable Authorized Representative to obtain have possession or control of such Possessory Collateral)same. Pending such delivery to the Applicable Authorized RepresentativePossessory Collateral Agent, each other Collateral Agent agrees to hold any Shared Possessory Collateral constituting Possessory Collateralas gratuitous bailee, from time to time in its possessionor, as gratuitous bailee and agent applicable, on trust for, for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First ABL Facility Security Documents or First-Lien Security Documents, in each case, case subject to the terms and conditions of this Section 2.092.12. (b) The duties or responsibilities of the Applicable Authorized Representative each Possessory Collateral Agent and each other Collateral Agent under this Section 2.09 2.12 shall be limited solely to holding any Shared Collateral constituting the Possessory Collateral as gratuitous bailee and agent bailee, or, as applicable, on trust for, for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien security interest held by such First Lien the Secured Parties therein. (c) Upon the Discharge of all First-Priority Lien Obligations, each Senior First‑Priority Collateral Agent shall deliver to the ABL Facility Collateral Agent, to the extent that it is legally permitted to do so, the remaining Possessory Collateral (if any) held by it, together with any necessary endorsements (or otherwise allow the ABL Facility Collateral Agent to obtain control of such Possessory Collateral) or as a court of competent jurisdiction may otherwise direct. The U.S. Borrower and the Dutch Term Loan Borrower shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify the Possessory Collateral Agent for loss or damage suffered by the Possessory Collateral Agent as a result of such transfer except for loss or damage suffered by the Possessory Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. No Senior First-Priority Collateral Agent shall be obligated to follow instructions from the ABL Facility Collateral Agent in contravention of this Agreement. (d) Upon the Discharge of all ABL Obligations, the ABL Facility Collateral Agent shall deliver to the Applicable First-Lien Agent, to the extent that it is legally permitted to do so, the remaining Possessory Collateral (if any) held by it, together with any necessary endorsements (or otherwise allow the Applicable First-Lien Agent to obtain control of such Possessory Collateral) or as a court of competent jurisdiction may otherwise direct. The U.S. Borrower shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify the Possessory Collateral Agent for loss or damage suffered by the Possessory Collateral Agent as a result of such transfer except for loss or damage suffered by the Possessory Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. The ABL Facility Collateral Agent shall not be obligated to follow instructions from any Senior First-Priority Collateral Agent in contravention of this Agreement.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge Credit Agreement Collateral Agent is not the Applicable Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the First Additional First-Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)Collateral Agent, promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Additional First-Lien Obligations) Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Additional First-Lien Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Company shall take such further action as is required to effectuate the Applicable Authorized Representative, transfer contemplated hereby and shall indemnify each other Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own gross negligence or willful misconduct as determined by a final and non-appealable decision of a court of competent jurisdiction. (b) The Additional Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First First-Lien Secured Party for purposes of perfecting the Lien held by such First First-Lien Secured Parties therein.

Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Applicable Authorized Representative Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Senior Priority Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Senior Priority Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge Credit Agreement Collateral Agent is not the Applicable Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors)Additional Senior Priority Collateral Agent, promptly deliver all Possessory Collateral to the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) Additional Senior Priority Collateral Agent together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative to otherwise allow the Applicable Authorized Representative Additional Senior Priority Collateral Agent to obtain control of such Possessory Collateral). Pending delivery The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. (b) The Applicable Authorized Representative, each other Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Senior Priority Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Senior Priority Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (bc) The duties or responsibilities of the Applicable each Collateral Agent and each Authorized Representative and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Senior Priority Secured Party for purposes of perfecting the Lien held by such First Lien Senior Priority Secured Parties thereinthereon.