Common use of SUB-AGENCY FOR PERFECTION OF CERTAIN SECURITY INTERESTS Clause in Contracts

SUB-AGENCY FOR PERFECTION OF CERTAIN SECURITY INTERESTS. Each First Lien Representative acknowledges and agrees that if it shall at any time hold a Lien on any Second Lien Collateral that can be perfected by the possession or control of such Collateral or, to the extent applicable under any Security Documents, of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of such First Lien Representative (such Second Lien Collateral being the “Pledged Collateral”), such First Lien Representative will serve as gratuitous sub-agent and bailee for each applicable Second Lien Representative for the sole purpose of perfecting the Lien, if any, of such Second Lien Representative in such Pledged Collateral and shall have possession or control of such Pledged Collateral as agent on behalf of each applicable Second Lien Representative (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2), 8-106(d)(3) and 9-313(c) of the Uniform Commercial Code, to the extent applicable). In addition, in the event any First Lien Representative has Lien filings against any intellectual property that is part of the Collateral and which filings are necessary for the perfection of Liens in such Collateral, each such First Lien Representative agrees to hold such Liens as non-fiduciary agent and gratuitous bailee for each Second Lien Representative and any assignee solely for the purpose of perfecting the security interest granted in such Liens pursuant to the Second Lien Debt Documents, subject to the terms and conditions of this Article 3. It is agreed that the obligations of each First Lien Representative and the rights of each Second Lien Representative and the other Second Lien Secured Parties in connection with any such sub-agency arrangement will be in all respects subject to the provisions of this Agreement. Subject to the terms of this Agreement, until the Discharge of First Lien Secured Obligations has occurred, the First Lien Representatives shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First Lien Loan Documents as if the Liens of the Second Lien Secured Parties under the Second Lien Security Documents did not exist. The First Lien Representatives will be deemed to make no representation as to the adequacy of the steps taken by it or any of them to perfect the Lien on any such Pledged Collateral or the genuineness of any Pledged Collateral and shall have no responsibility to the Second Lien Representatives or any other Second Lien Secured Party for such perfection or genuineness; it being understood that the sole purpose of this Article is to enable the Second Lien Secured Parties to obtain a perfected second priority Lien on such Pledged Collateral to the extent that such perfection results from the possession or control of such Pledged Collateral or, to the extent applicable under any Security Documents, any such account by the First Lien Representatives. No First Lien Representative shall owe any fiduciary duty to any Second Lien Secured Party and the Second Lien Secured Parties hereby waive and release the First Lien Representatives and First Lien Secured Parties from all claims and liabilities relating to the any First Lien Representative’s role under this Article 3. At such time as the Discharge of First Lien Secured Obligations shall have occurred, the applicable First Lien Representatives shall, to the extent that it is legally permitted to do so, take all such actions in their power as shall reasonably be requested by the Designated Second Lien Representative or the Parent Borrower to transfer possession of such Pledged Collateral to the Designated Second Lien Representative or to transfer direct control of such Pledged Collateral with any necessary endorsements of the First Lien Representatives (such endorsements shall be without recourse and without any representation or warranty) or, to the extent applicable under any Security Documents, any such account to the Designated Second Lien Representative (if there are then any Second Lien Secured Obligations outstanding); provided that if any such Pledged Collateral or any such account shall be subject to any other Lien senior to the Liens of the Designated Second Lien Representative on the Collateral, then the First Lien Representatives may instead transfer possession of such Pledged Collateral to the Person or Persons holding such senior Lien or their representative or take such actions in its power as shall reasonably be requested to transfer direct control of such Pledged Collateral or any such account to the Person or Persons holding such senior Lien or their representative. The Designated Second Lien Representative agrees that if it shall obtain possession or direct control of any Pledged Collateral or any account pursuant to the foregoing provisions and such Pledged Collateral or account shall thereafter become subject to a Lien securing the First Lien Secured Obligations, it will take all such actions as shall reasonably be requested by the Designated First Lien Representative to transfer possession of such Pledged Collateral to the Designated First Lien Representative or take such actions in its power as shall reasonably be requested to transfer direct control of such Pledged Collateral or any such account to the Designated First Lien Representative, all at the cost and expense of the Parent Borrower.

SUB-AGENCY FOR PERFECTION OF CERTAIN SECURITY INTERESTS. Each The First Lien Representative Collateral Agent acknowledges and agrees that if it shall at any time hold a First Lien on any Second Lien Obligations Collateral that can be perfected by the possession or control of such Collateral or, to the extent applicable under any Security Documents, or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of such the First Lien Representative (such Collateral Agent, the First Lien Collateral Agent will serve as sub-agent for the Second Lien Collateral being the “Pledged Collateral”), such First Lien Representative will serve as gratuitous sub-agent and bailee for each applicable Second Lien Representative Agent for the sole purpose of perfecting the Lien, if any, of such Second Lien Representative of the Second Lien Collateral Agent in such Pledged Collateral and shall have possession or control of such Pledged Collateral as agent on behalf of each applicable Second Lien Representative (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2), 8-106(d)(3) and 9-313(c) of the Uniform Commercial Code, to the extent applicable). In addition, in the event any First Lien Representative has Lien filings against any intellectual property that is part of the Collateral and which filings are necessary for the perfection of Liens in such Collateral, each such First Lien Representative agrees to hold such Liens as non-fiduciary agent and gratuitous bailee for each Second Lien Representative and any assignee solely for the purpose of perfecting the security interest granted in such Liens pursuant to the Second Lien Debt Documents, subject to the terms and conditions of this Article 3Collateral Agent. It is agreed that the obligations of each the First Lien Representative Collateral Agent and the rights of each the Second Lien Representative Collateral Agent and the other Second Lien Secured Parties in connection with any such sub-agency arrangement will be in all respects subject to the provisions of this Agreement. Subject to the terms of this Agreement, until the Discharge of First Lien Secured Obligations has occurred, the First Lien Representatives shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First Lien Loan Documents as if the Liens of the Second Lien Secured Parties under the Second Lien Security Documents did not existArticle II. The First Lien Representatives Collateral Agent will be deemed to make no representation as to the adequacy of the steps taken by it or any of them to perfect the Second Lien on any such Pledged Collateral or the genuineness of any Pledged Collateral and shall have no responsibility to the Second Lien Representatives Collateral Agent or any other Second Lien Secured Party for such perfection or genuineness; perfection, it being understood that the sole purpose of this Article is to enable the Second Lien Secured Parties to obtain a perfected second priority Second Lien on in such Pledged Collateral to the extent that such perfection results from the possession or control of such Pledged Collateral or, to the extent applicable under any Security Documents, or any such account by the First Lien Representatives. No First Lien Representative shall owe any fiduciary duty to any Second Lien Secured Party and the Second Lien Secured Parties hereby waive and release the First Lien Representatives and First Lien Secured Parties from all claims and liabilities relating to the any First Lien Representative’s role under this Article 3Collateral Agent. At such time as the Discharge of First Lien Secured Obligations shall have occurred, the applicable First Lien Representatives shall, to the extent that it is legally permitted to do so, Collateral Agent shall take all such actions in their its power as shall reasonably be requested by the Designated Second Lien Representative or the Parent Borrower Collateral Agent to transfer possession of such Pledged Collateral to the Designated Second Lien Representative Collateral Agent or to transfer direct control of such Pledged Collateral with any necessary endorsements of the First Lien Representatives (such endorsements shall be without recourse and without any representation or warranty) or, to the extent applicable under any Security Documents, any such account to the Designated Second Lien Representative (if there are then any Second Lien Secured Obligations outstanding)Collateral Agent; provided provided, that if any such Pledged Collateral or any such account shall be subject to any other Lien senior to the Liens of the Designated Second Lien Representative on the CollateralLiens, then the First Lien Representatives Collateral Agent may instead transfer possession of such Pledged Collateral to the Person or Persons holding such senior Lien or their representative or take such actions in its power as shall reasonably be requested to transfer direct control of such Pledged Collateral or any such account to the Person or Persons holding such senior Lien or their representative. The Designated Second Lien Representative Collateral Agent agrees that if it shall obtain possession or direct control of any Pledged Collateral or any account pursuant to the foregoing provisions and such Pledged Collateral or account shall thereafter become subject to a Lien securing the First Lien Secured ObligationsLien, it will take all such actions in its power as shall reasonably be requested by the Designated First Lien Representative Collateral Agent to transfer possession of such Pledged Collateral to the Designated First Lien Representative Collateral Agent or take such actions in its power as shall reasonably be requested to transfer direct control of such Pledged Collateral or any such account to the Designated First Lien Representative, all at the cost and expense of the Parent BorrowerCollateral Agent.

SUB-AGENCY FOR PERFECTION OF CERTAIN SECURITY INTERESTS. Each First Lien Representative acknowledges and agrees that if it shall at any time hold a Lien on any Second Lien Collateral that can be perfected by the possession or control of such Collateral or, to the extent applicable under any Security Documents, of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of such First Lien Representative (such Second Lien Collateral being the “Pledged Collateral”), such First Lien Representative will serve as gratuitous sub-agent and bailee for each applicable Second Lien Representative for the sole purpose of perfecting the Lien, if any, of such Second Lien Representative in such Pledged Collateral and shall have possession or control of such Pledged Collateral as agent on behalf of each applicable Second Lien Representative (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2), 8-106(d)(3) and 9-313(c) of the Uniform Commercial Code, to the extent applicable). In addition, in the event any First Lien Representative has Lien filings against any intellectual property that is part of the Collateral and which filings are necessary for the perfection of Liens in such Collateral, each such First Lien Representative agrees to hold such Liens as non-fiduciary agent and gratuitous bailee for each Second Lien Representative and any assignee solely for the purpose of perfecting the security interest granted in such Liens pursuant to the Second Lien Debt Documents, subject to the terms and conditions of this Article 3. It is agreed that the obligations of each First Lien Representative and the rights of each Second Lien Representative and the other Second Lien Secured Parties in connection with any such sub-agency arrangement will be in all respects subject to the provisions of this Agreement. Subject to the terms of this Agreement, until the Discharge of First Lien Secured Obligations has occurred, the First Lien Representatives shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First Lien Loan Documents as if the Liens of the Second Lien Secured Parties under the Second Lien Security Documents did not exist. The First Lien Representatives will be deemed to make no representation as to the adequacy of the steps taken by it or any of them to perfect the Lien on any such Pledged Collateral or the genuineness of any Pledged Collateral and shall have no responsibility to the Second Lien Representatives or any other Second Lien Secured Party for such perfection or genuineness; it being understood that the sole purpose of this Article 5 is to enable the Second Lien Secured Parties to obtain a perfected second priority Lien on such Pledged Collateral to the extent that such perfection results from the possession or control of such Pledged Collateral or, to the extent applicable under any Security Documents, any such account by the First Lien Representatives. No First Lien Representative shall owe any fiduciary duty to any Second Lien Secured Party and the Second Lien Secured Parties hereby waive and release the First Lien Representatives and First Lien Secured Parties from all claims and liabilities relating to the any First Lien Representative’s Agents’ role under this Article 35. At such time as the Discharge of First Lien Secured Obligations shall have occurred, the applicable First Lien Representatives shall, to the extent that it is legally permitted to do so, shall take all such actions in their power as shall reasonably be requested by the Designated Second Lien Representative or the Parent Borrower to transfer possession of such Pledged Collateral to the Designated Second Lien Representative or to transfer direct control of such Pledged Collateral with any necessary endorsements of the First Lien Representatives (such endorsements shall be without recourse and without any representation or warranty) or, to the extent applicable under any Security Documents, any such account to the Designated Second Lien Representative (if there are then any Second Lien Secured Obligations outstanding); provided that if any such Pledged Collateral or any such account shall be subject to any other Lien senior to the Liens of the Designated Second Lien Representative on the Collateral, then the First Lien Representatives may instead transfer possession of such Pledged Collateral to the Person or Persons holding such senior Lien or their representative or take such actions in its power as shall reasonably be requested to transfer direct control of such Pledged Collateral or any such account to the Person or Persons holding such senior Lien or their representative. The Designated Second Lien Representative agrees that if it shall obtain possession or direct control of any Pledged Collateral or any account pursuant to the foregoing provisions and such Pledged Collateral or account shall thereafter become subject to a Lien securing the First Lien Secured Obligations, it will take all such actions as shall reasonably be requested by the Designated First Lien Representative to transfer possession of such Pledged Collateral to the Designated First Lien Representative or take such actions in its power as shall reasonably be requested to transfer direct control of such Pledged Collateral or any such account to the Designated First Lien Representative, all at the cost and expense of the Parent Borrower.

SUB-AGENCY FOR PERFECTION OF CERTAIN SECURITY INTERESTS. Each First Lien Representative acknowledges and agrees that if it shall at any time hold a Lien on any Second Lien Collateral that can be perfected by the possession or control of such Collateral or, to the extent applicable under any Security Documents, of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of such First Lien Representative (such Second Lien Collateral being the “Pledged Collateral”), such First Lien Representative will serve as gratuitous sub-agent and bailee for each applicable Second Lien Representative for the sole purpose of perfecting the Lien, if any, of such Second Lien Representative in such Pledged Collateral and shall have possession or control of such Pledged Collateral as agent on behalf of each applicable Second Lien Representative (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2), 8-106(d)(3) and 9-313(c) of the Uniform Commercial Code, to the extent applicable). In addition, in the event any First Lien Representative has Lien filings against any intellectual property that is part of the Collateral and which filings are necessary for the perfection of Liens in such Collateral, each such First Lien Representative agrees to hold such Liens as non-fiduciary agent and gratuitous bailee for each Second Lien Representative and any assignee solely for the purpose of perfecting the security interest granted in such Liens pursuant to the Second Lien Debt Documents, subject to the terms and conditions of this Article 3. It is agreed that the obligations of each First Lien Representative and the rights of each Second Lien Representative and the other Second Lien Secured Parties in connection with any such sub-agency arrangement will be in all respects subject to the provisions of this Agreement. Subject to the terms of this Agreement, until the Discharge of First Lien Secured Obligations has occurred, the First Lien Representatives shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First Lien Loan Documents as if the Liens of the Second Lien Secured Parties under the Second Lien Security Documents did not exist. The First Lien Representatives will be deemed to make no representation as to the adequacy of the steps taken by it or any of them to perfect the Lien on any such Pledged Collateral or the genuineness of any Pledged Collateral and shall have no responsibility to the Second Lien Representatives or any other Second Lien Secured Party for such perfection or genuineness; it being understood that the sole purpose of this Article 3 is to enable the Second Lien Secured Parties to obtain a perfected second priority Lien on such Pledged Collateral to the extent that such perfection results from the possession or control of such Pledged Collateral or, to the extent applicable under any Security Documents, any such account by the First Lien Representatives. No First Lien Representative shall owe any fiduciary duty to any Second Lien Secured Party and the Second Lien Secured Parties hereby waive and release the First Lien Representatives and First Lien Secured Parties from all claims and liabilities relating to the any First Lien Representative’s Agents’ role under this Article 3. At such time as the Discharge of First Lien Secured Obligations shall have occurred, the applicable First Lien Representatives shall, to the extent that it is legally permitted to do so, shall take all such actions in their power as shall reasonably be requested by the Designated Second Lien Representative or the Parent Borrower to transfer possession of such Pledged Collateral to the Designated Second Lien Representative or to transfer direct control of such Pledged Collateral with any necessary endorsements of the First Lien Representatives (such endorsements shall be without recourse and without any representation or warranty) or, to the extent applicable under any Security Documents, any such account to the Designated Second Lien Representative (if there are then any Second Lien Secured Obligations outstanding); provided that if any such Pledged Collateral or any such account shall be subject to any other Lien senior to the Liens of the Designated Second Lien Representative on the Collateral, then the First Lien Representatives may instead transfer possession of such Pledged Collateral to the Person or Persons holding such senior Lien or their representative or take such actions in its power as shall reasonably be requested to transfer direct control of such Pledged Collateral or any such account to the Person or Persons holding such senior Lien or their representative. The Designated Second Lien Representative agrees that if it shall obtain possession or direct control of any Pledged Collateral or any account pursuant to the foregoing provisions and such Pledged Collateral or account shall thereafter become subject to a Lien securing the First Lien Secured Obligations, it will take all such actions as shall reasonably be requested by the Designated First Lien Representative to transfer possession of such Pledged Collateral to the Designated First Lien Representative or take such actions in its power as shall reasonably be requested to transfer direct control of such Pledged Collateral or any such account to the Designated First Lien Representative, all at the cost and expense of the Parent Borrower.

SUB-AGENCY FOR PERFECTION OF CERTAIN SECURITY INTERESTS. Each First Lien Representative acknowledges and Senior Collateral Agent agrees that if it shall at any time hold a Senior Lien on any Second Lien Junior Obligations Collateral that can be perfected by the possession or control of such Collateral or, to the extent applicable under any Security Documents, or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of such First Lien Representative (such Second Lien Senior Collateral being the “Pledged Collateral”)Agent, such First Lien Representative Senior Collateral Agent will serve as gratuitous sub-agent and bailee for each applicable Second Lien Representative Junior Collateral Agent for the sole purpose of perfecting the Lien, if any, Junior Lien of such Second Lien Representative in such Pledged Junior Collateral and shall have possession or control of such Pledged Collateral as agent on behalf of each applicable Second Lien Representative (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2), 8-106(d)(3) and 9-313(c) of the Uniform Commercial Code, to the extent applicable). In addition, in the event any First Lien Representative has Lien filings against any intellectual property that is part of the Collateral and which filings are necessary for the perfection of Liens Agent in such Collateral, each such First Lien Representative agrees to hold such Liens as non-fiduciary agent and gratuitous bailee for each Second Lien Representative and any assignee solely for the purpose of perfecting the security interest granted in such Liens pursuant to the Second Lien Debt Documents, subject to the terms and conditions of this Article 3. It is agreed that the obligations of each First Lien Representative the applicable Senior Collateral Agent and the rights of each Second Lien Representative the Junior Collateral Agents and the other Second Lien Junior Secured Parties in connection with any such sub-agency arrangement will be in all respects subject to the provisions of this Agreement. Subject to the terms of this Agreement, until the Discharge of First Lien Secured Obligations has occurred, the First Lien Representatives shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First Lien Loan Documents as if the Liens of the Second Lien Secured Parties under the Second Lien Security Documents did not existArticle II. The First Lien Representatives Senior Collateral Agent will be deemed to make no representation as to the adequacy of the steps taken by it or any of them to perfect the Junior Lien on any such Pledged Collateral or the genuineness of any Pledged Collateral and shall have no responsibility to the Second Lien Representatives any Junior Collateral Agent or any other Second Lien Junior Secured Party for such perfection or genuineness; perfection, it being understood that the sole purpose of this Article is to enable the Second Lien Junior Secured Parties to obtain a perfected second priority Junior Lien on in such Pledged Collateral to the extent extent, if any, that such perfection results from the possession or control of such Pledged Collateral or, to the extent applicable under any Security Documents, or any such account by the First Lien RepresentativesSenior Collateral Agent. No First Lien Representative shall owe any fiduciary duty to any Second Lien Secured Party and the Second Lien Secured Parties hereby waive and release the First Lien Representatives and First Lien Secured Parties from all claims and liabilities relating to the any First Lien Representative’s role under this Article 3. At such time as Upon the Discharge of First Senior Obligations with respect to Senior Obligations secured by the Senior Lien Secured Obligations of any Senior Collateral Agent, such Senior Collateral Agent shall have occurred, the applicable First Lien Representatives shall, to the extent that it is legally permitted to do so, take all such actions in their its power as shall reasonably be requested by the Designated Second Lien Representative or the Parent Borrower applicable Junior Collateral Agents to transfer possession of such Pledged Collateral to the Designated Second Lien Representative or to transfer direct control of such Pledged Collateral with any necessary endorsements of the First Lien Representatives (such endorsements shall be without recourse and without any representation or warranty) or, to the extent applicable under any Security Documents, any such account to the Designated Second Lien Representative (if there are then any Second Lien Secured Obligations outstanding)Junior Collateral Agents; provided provided, that if any such Pledged Collateral or any such account shall be subject to any other Lien senior to the Liens of the Designated Second Lien Representative on the CollateralSenior Lien, then the First Lien Representatives may such Senior Collateral Agent shall instead transfer such possession of such Pledged Collateral to the Person or Persons holding such senior Lien or their representative or take such actions in its power as shall reasonably be requested to transfer direct control of such Pledged Collateral or any such account to the Person or Persons Senior Collateral Agent holding such senior Lien or their representativeSenior Lien. The Designated Second Lien Representative Each Junior Collateral Agent agrees that if it shall obtain possession or direct control of any Pledged Collateral or any account pursuant to the foregoing provisions and such Pledged Collateral or account shall thereafter become subject to a Lien securing the First Lien Secured Obligationsany Senior Lien, it will take all such actions as shall reasonably be requested by the Designated First Lien Representative to transfer possession of such Pledged Collateral to the Designated First Lien Representative or take such actions in its power as shall reasonably be requested by the Senior Collateral Agent holding such Senior Lien to transfer direct possession or control of such Pledged Collateral or any such account to the Designated First Lien Representative, all at the cost and expense of the Parent Borrowersuch Senior Collateral Agent.

SUB-AGENCY FOR PERFECTION OF CERTAIN SECURITY INTERESTS. Each The First Lien Representative Collateral Agent acknowledges and agrees that if it shall at any time hold a First Lien on any Second Lien Obligations Collateral that can be perfected by the possession or control of such Collateral or, to the extent applicable under any Security Documents, or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of such the First Lien Representative (such Collateral Agent, the First Lien Collateral Agent will serve as sub-agent for the Second Lien Collateral being the “Pledged Collateral”), such First Lien Representative will serve as gratuitous sub-agent and bailee for each applicable Second Lien Representative Agent for the sole purpose of perfecting the Lien, if any, of such Second Lien Representative of the Second Lien Collateral Agent in such Pledged Collateral and shall have possession or control of such Pledged Collateral as agent on behalf of each applicable Second Lien Representative (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2), 8-106(d)(3) and 9-313(c) of the Uniform Commercial Code, to the extent applicable). In addition, in the event any First Lien Representative has Lien filings against any intellectual property that is part of the Collateral and which filings are necessary for the perfection of Liens in such Collateral, each such First Lien Representative agrees to hold such Liens as non-fiduciary agent and gratuitous bailee for each Second Lien Representative and any assignee solely for the purpose of perfecting the security interest granted in such Liens pursuant to the Second Lien Debt Documents, subject to the terms and conditions of this Article 3Collateral Agent. It is agreed that the obligations of each the First Lien Representative Collateral Agent and the rights of each the Second Lien Representative Collateral Agent and the other Second Lien Secured Parties in connection with any such sub-agency arrangement will be in all respects subject to the provisions of this Agreement. Subject to the terms of this Agreement, until the Discharge of First Lien Secured Obligations has occurred, the First Lien Representatives shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First Lien Loan Documents as if the Liens of the Second Lien Secured Parties under the Second Lien Security Documents did not existArticle II. The First Lien Representatives Collateral Agent will be deemed to make no representation as to the adequacy of the steps taken by it or any of them to perfect the Second Lien on any such Pledged Collateral or the genuineness of any Pledged Collateral and shall have no responsibility to the Second Lien Representatives Collateral Agent or any other Second Lien Secured Party for such perfection or genuineness; perfection, it being understood that the sole purpose of this Article is to enable the Second Lien Secured Parties to obtain a perfected second priority Second Lien on in such Pledged Collateral to the extent that such perfection results from the possession or control of such Pledged Collateral or, to the extent applicable under any Security Documents, or any such account by the First Lien Representatives. No First Lien Representative shall owe any fiduciary duty to any Second Lien Secured Party and the Second Lien Secured Parties hereby waive and release the First Lien Representatives and First Lien Secured Parties from all claims and liabilities relating to the any First Lien Representative’s role under this Article 3Collateral Agent. At such time as the Discharge of First Lien Secured Obligations shall have occurredbeen paid and satisfied in full and any commitment to extend credit that would constitute First Lien Obligations shall have been terminated, the applicable First Lien Representatives shall, to the extent that it is legally permitted to do so, Collateral Agent shall take all such actions in their its power as shall reasonably be requested by the Designated Second Lien Representative or the Parent Borrower Collateral Agent to transfer possession of such Pledged Collateral to the Designated Second Lien Representative Collateral Agent or to transfer direct control of such Pledged Collateral with any necessary endorsements of the First Lien Representatives (such endorsements shall be without recourse and without any representation or warranty) or, to the extent applicable under any Security Documents, any such account to the Designated Second Lien Representative (if there are then any Second Lien Secured Obligations outstanding)Collateral Agent; provided provided, that if any such Pledged Collateral or any such account shall be subject to any other Lien senior to the Liens of the Designated Second Lien Representative on the CollateralLiens, then the First Lien Representatives Collateral Agent may instead transfer possession of such Pledged Collateral to the Person or Persons holding such senior Lien or their representative or take such actions in its power as shall reasonably be requested to transfer direct control of such Pledged Collateral or any such account to the Person or Persons holding such senior Lien or their representative. The Designated Second Lien Representative Collateral Agent agrees that if it shall obtain possession or direct control of any Pledged Collateral or any account pursuant to the foregoing provisions and such Pledged Collateral or account shall thereafter become subject to a Lien securing the First Lien Secured ObligationsLien, it will take all such actions in its power as shall reasonably be requested by the Designated First Lien Representative Collateral Agent to transfer possession of such Pledged Collateral to the Designated First Lien Representative Collateral Agent or take such actions in its power as shall reasonably be requested to transfer direct control of such Pledged Collateral or any such account to the Designated First Lien Representative, all at the cost and expense of the Parent BorrowerCollateral Agent.

SUB-AGENCY FOR PERFECTION OF CERTAIN SECURITY INTERESTS. Each First Lien Representative and First Lien Collateral Agent acknowledges and agrees that if it shall at any time hold a Lien on any Second Lien Collateral that can be perfected by the possession or control of such Collateral or, to the extent applicable under any Security Documents, of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of such First Lien Representative or First Lien Collateral Agent (such Second Lien Collateral being the “Pledged Collateral”), such First Lien Representative or First Lien Collateral Agent will serve as gratuitous sub-sub- agent and or bailee for each applicable Second Lien Representative or Second Lien Collateral Agent for the sole purpose of perfecting the Lien, if any, of such Second Lien Representative or Second Lien Collateral Agent in such Pledged Collateral and shall have possession or control of such Pledged Collateral as agent on behalf of each applicable Second Lien Representative (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2), 8-106(d)(3) and 9-313(c) of the Uniform Commercial Code, to the extent applicable). In addition, in the event any First Lien Representative has Lien filings against any intellectual property that is part of the Collateral and which filings are necessary for the perfection of Liens in such Collateral, each such First Lien Representative agrees to hold such Liens as non-fiduciary agent and gratuitous bailee for each or Second Lien Representative and any assignee solely for the purpose of perfecting the security interest granted in such Liens pursuant to the Second Lien Debt Documents, subject to the terms and conditions of this Article 3Collateral Agent. It is agreed that the obligations of each First Lien Representative and First Lien Collateral Agent and the rights of each Second Lien Representative Representative, Second Lien Collateral Agent and the other Second Lien Secured Parties in connection with any such sub-agency arrangement will be in all respects subject to the provisions of this Agreement. Subject to the terms of this Agreement, until the Discharge of First Lien Secured Obligations has occurred, the First Lien Representatives and First Lien Collateral Agents shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First Lien Loan Debt Documents as if the Liens of the Second Lien Secured Parties under the Second Lien Security Documents did not exist. The First Lien Representatives and First Lien Collateral Agents will be deemed to make no representation as to the adequacy of the steps taken by it or any of them to perfect the Lien on any such Pledged Collateral or the genuineness of any Pledged Collateral and shall have no responsibility to the Second Lien Representatives or any other Second Lien Secured Party for such perfection or genuinenessperfection; it being understood that the sole purpose of this Article Section 3 is to enable the Second Lien Secured Parties to obtain a perfected second priority Lien on such Pledged Collateral to the extent that such perfection results from the possession or control of such Pledged Collateral or, to the extent applicable under any Security Documents, any such account by the First Lien Representatives. No Representatives or First Lien Representative shall owe any fiduciary duty to any Second Lien Secured Party and the Second Lien Secured Parties hereby waive and release the First Lien Representatives and First Lien Secured Parties from all claims and liabilities relating to the any First Lien Representative’s role under this Article 3Collateral Agents. At such time as the Discharge of First Lien Secured Obligations shall have occurred, the applicable First Lien Representatives shall, to the extent that it is legally permitted to do so, and First Lien Collateral Agents shall take all such actions in their power as shall reasonably be requested by the Designated Second Lien Representative or the Parent Borrower to transfer possession of such Pledged Collateral to the Designated Second Lien Representative or Second Lien Collateral Agent or to transfer direct control of such Pledged Collateral with any necessary endorsements of the First Lien Representatives (such endorsements shall be without recourse and without any representation or warranty) or, to the extent applicable under any Security Documents, any such account to the Designated Second Lien Representative or Second Lien Collateral Agent (if there are then any Second Lien Secured Obligations outstanding); provided that if any such Pledged Collateral or any such account shall be subject to any other Lien senior to the Liens of the Designated Second Lien Representative or any other Second Lien Secured Party on the Collateral, then the First Lien Representatives or First Lien Collateral Agents may instead transfer possession of such Pledged Collateral to the Person or Persons holding such senior Lien or their representative or take such actions in its power as shall reasonably be requested to transfer direct control of such Pledged Collateral or any such account to the Person or Persons holding such senior Lien or their representative. The Designated Second Lien Representative agrees Representatives and Second Lien Collateral Agents agree that if it they shall obtain possession or direct control of any Pledged Collateral or any account pursuant to the foregoing provisions and such Pledged Collateral or account shall thereafter become subject to a Lien securing the First Lien Secured Obligations, it will take all such actions as shall reasonably be requested by the Designated First Lien Representative to transfer possession of such Pledged Collateral to the Designated First Lien Representative or the First Lien Collateral Agent or take such actions in its power as shall reasonably be requested to transfer direct control of such Pledged Collateral or any such account to the Designated First Lien RepresentativeRepresentative or First First Lien Collateral Agent, all at the cost and expense of the Parent BorrowerIssuer. Each First Lien Representative and First Lien Collateral Agent shall not have by reason of the Second Lien Debt Documents or this Agreement, or any other document, a fiduciary relationship in respect of any Second Lien Representative or any Second Lien Secured Party, and each, Second Lien Representative, for itself and on behalf of each Second Lien Secured Party for which it is representative, hereby waives and releases the Designated First Lien Representatives from all claims and liabilities arising pursuant to the Designated First Lien Representatives’ roles under this Section 3 as sub-agents and gratuitous bailees with respect to the Collateral. This Section 3 shall apply, mutatis mutandis, to each First Lien Collateral Agent holding a Lien on any Pledged Collateral for each applicable Second Lien Collateral Agent.

SUB-AGENCY FOR PERFECTION OF CERTAIN SECURITY INTERESTS. Each The First Lien Representative Collateral Agent acknowledges and agrees that if it shall at any time hold a First Lien on any Second Lien Obligations Collateral or any Third Lien Obligations Collateral that can be perfected by the possession possession, control or control notation of such Collateral or, to the extent applicable under any Security Documents, of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of such of, or notation, in the name of, the First Lien Representative Collateral Agent (such Second or its agents or bailees), the First Lien Collateral being the “Pledged Collateral”), Agent will also hold such First Lien Representative will Collateral and serve as sub agent or gratuitous sub-agent and bailee for each applicable Second Lien Representative for the sole purpose of perfecting the Lien, if any, of such Second Lien Representative in such Pledged Collateral and shall have possession or control of such Pledged Collateral as agent on behalf of each applicable Second Lien Representative (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2), 8-106(d)(3) and 9-313(c) of the Uniform Commercial CodeUCC, to the extent applicable). In addition, in the event any First Lien Representative has Lien filings against any intellectual property that is part of the Collateral and which filings are necessary ) for the perfection of Liens in such Collateral, each such First Lien Representative agrees to hold such Liens as non-fiduciary agent and gratuitous bailee for each Second Lien Representative and any assignee solely Collateral Agent and/or Third Lien Collateral Agent for the sole purpose of perfecting the security interest granted in such Liens pursuant to Second Lien of the Second Lien Debt Documents, subject to Collateral Agent and/or the terms Third Lien of the Third Lien Collateral Agent in such Collateral and conditions shall have possession or control of this Article 3such Collateral on behalf of the Second Lien Collateral Agent and/or the Third Lien Collateral Agent and for its benefit. It is agreed that the obligations of each the First Lien Representative Collateral Agent and the rights of each the Second Lien Representative Collateral Agent, the other Second Lien Secured Parties, the Third Lien Collateral Agent and the other Second Third Lien Secured Parties in connection with any such sub-sub agency arrangement will be in all respects subject to the provisions of this Agreement. Subject to the terms of this Agreement, until the Discharge of First Lien Secured Obligations has occurred, the First Lien Representatives shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First Lien Loan Documents as if the Liens of the Second Lien Secured Parties under the Second Lien Security Documents did not existArticle 2 and Article 7. The First Lien Representatives Collateral Agent will be deemed to make no representation as to the adequacy of the steps taken by it or any of them to perfect the Second Lien and Third Lien on any such Pledged Collateral or the genuineness of any Pledged Collateral and shall have no responsibility to the Second Lien Representatives or Collateral Agent, any other Second Lien Secured Party, the Third Lien Collateral Agent or any other Third Lien Secured Party for such perfection or genuinenessperfection; it being understood that the sole purpose of this Article is to enable the Second Lien Secured Parties and Third Lien Secured Parties to obtain a perfected second priority Second Lien on or Third Lien, as applicable, in such Pledged Collateral to the extent that such perfection results from the possession or control of such Pledged Collateral or, to the extent applicable under any Security Documents, any such account by the First Lien RepresentativesCollateral Agent. No Except as otherwise specifically provided herein, until the First Lien Representative Obligations Payment Date has occurred, the First Lien Collateral Agent and the First Lien Secured Parties shall owe be entitled to deal with the Collateral in accordance with the terms of the First Lien Credit Documents as if the Liens under the Second Lien Credit Documents and the Third Lien Credit Documents did not exist. The First Lien Collateral Agent and the other First Lien Secured Parties shall have no obligation whatsoever to the Second Lien Collateral Agent, any fiduciary duty to any other Second Lien Secured Party, the Third Lien Collateral Agent or any other Third Lien Secured Party to assure that any of the 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 Collateral, except as expressly set forth in this Article 3. The duties or responsibilities of the First Lien Collateral Agent under this Article 3 shall be limited solely to holding, controlling, or being notated on, the Collateral and the related Liens referred to in the foregoing paragraphs of this Article 3 as sub-agent and gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the UCC, to the extent applicable) for the relevant Second Lien Collateral Agent and Third Lien Collateral Agent for purposes of perfecting the Lien held by the Second Lien Collateral Agent and Third Lien Collateral Agent, as applicable. The First Lien Collateral Agent shall not have by reason of the Second Lien Credit Documents, the Third Lien Credit Documents or this Agreement, or any other document, a fiduciary relationship in respect of the Second Lien Collateral Agent, any other Second Lien Secured Party, the Third Lien Collateral Agent or any other Third Lien Secured Party, and the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien LEGAL_US_E # 147945921.11 Secured Parties Party, and the Third Lien Collateral Agent, for itself and on behalf of each other Third Lien Secured Party, hereby waive waives and release releases the First Lien Representatives and First Lien Secured Parties Collateral Agent from all claims and liabilities relating arising pursuant to the any First Lien Representative’s role its roles under this Article 33 as sub-agent and gratuitous bailee with respect to the Collateral. At such time as Upon the Discharge occurrence of the First Lien Secured Obligations shall have occurredPayment Date, the applicable First Lien Representatives shall, to the extent that it is legally permitted to do so, Collateral Agent shall take all such actions in their its power as shall reasonably be requested by the Designated Second Lien Representative or the Parent Borrower Collateral Agent to transfer possession of such Pledged Collateral to the Designated Second Lien Representative Collateral Agent or to transfer direct control of such Pledged Collateral with any necessary endorsements of the First Lien Representatives (such endorsements shall be without recourse and without any representation or warranty) or, to the extent applicable under any Security Documents, any such account to the Designated Second Lien Representative Collateral Agent (if there are then any Second Lien Secured Obligations outstanding); provided that if any such Pledged Collateral or any such account shall be validly subject to any other Lien senior to the Liens of the Designated Second Lien Representative on the CollateralLiens, then the First Lien Representatives Collateral Agent may instead transfer possession of such Pledged Collateral to the Person or Persons holding such senior Lien or their representative or take such actions in its power as shall reasonably be requested to transfer direct control of such Pledged Collateral or any such account to the Person or Persons holding such senior Lien or their representative. The Designated Second Lien Representative Collateral Agent agrees that if it shall obtain possession or direct control of any Pledged Collateral or any account pursuant to the foregoing provisions and such Pledged Collateral or account shall thereafter become subject to a Lien securing the First Lien Secured ObligationsLien, it will take all such actions in its power as shall reasonably be requested by the Designated First Lien Representative Collateral Agent to transfer possession of such Pledged Collateral to the Designated First Lien Representative Collateral Agent or take such actions in its power as shall reasonably be requested to transfer direct control of such Pledged Collateral or any such account to the Designated First Lien RepresentativeCollateral Agent, all at the cost and expense of the Parent Borrower. Upon the occurrence of the First Lien Obligations Payment Date, the Second Lien Collateral Agent acknowledges and agrees that if it shall at any time hold a Second Lien on any Third Lien Obligations Collateral that can be perfected by the possession, control or notation of such Collateral or, to the extent applicable under any Security Documents, of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of, or notation, in the name of, the Second Lien Collateral Agent (or its agents or bailees), the Second Lien Collateral Agent will also hold such Collateral and serve as sub agent or gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the UCC, to the extent applicable) for the Third Lien Collateral Agent for the sole purpose of perfecting the Third Lien of the Third Lien Collateral Agent in such Collateral and shall have possession or control of such Collateral on behalf of the Third Lien Collateral Agent and for its benefit. It is agreed that the obligations of the Second Lien Collateral Agent and the rights of the Third Lien Collateral Agent and the other Third Lien Secured Parties in connection with any such sub agency arrangement will be in all respects subject to the provisions of Article 2 and Article 7. The Second Lien Collateral Agent will be deemed to make no representation as to the adequacy of the steps taken by it to perfect the Third Lien on any such Collateral and shall have no responsibility to the Third Lien Collateral Agent or any other Third Lien Secured Party for such perfection; it being understood that the sole purpose of this Article is to enable the Third Lien Secured Parties to obtain a perfected Third Lien in such Collateral to the extent that such perfection results from the possession or control of such Collateral or, to the extent applicable under any Security Documents, any such account by the Second Lien Collateral Agent. Except as otherwise specifically provided herein, after the First Lien Obligations Payment Date and until the Second Lien Obligations Payment Date has occurred, the Second Lien Collateral Agent and the Second Lien Secured Parties shall be entitled to deal with the Collateral in accordance with the terms of the Second Lien Credit Documents as if the Liens under the Third Lien Credit Documents did not exist. LEGAL_US_E # 147945921.11 The Second Lien Collateral Agent and the other Second Lien Secured Parties shall have no obligation whatsoever to the Third Lien Collateral Agent or any other Third Lien Secured Party to assure that any of the 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 Collateral, except as expressly set forth in this Article 3. The duties or responsibilities of the Second Lien Collateral Agent under this Article 3 shall be limited solely to holding, controlling, or being notated on, the Collateral and the related Liens referred to in the foregoing paragraphs of this Article 3 as sub-agent and gratuitous bailee (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the UCC, to the extent applicable) for the relevant Third Lien Collateral Agent for purposes of perfecting the Lien held by the Third Lien Collateral Agent, as applicable. The Second Lien Collateral Agent shall not have by reason of the Third Lien Credit Documents or this Agreement, or any other document, a fiduciary relationship in respect of the Third Lien Collateral Agent or any other Third Lien Secured Party, and the Third Lien Collateral Agent, for itself and on behalf of each other Third Lien Secured Party, hereby waives and releases the Second Lien Collateral Agent from all claims and liabilities arising pursuant to its roles under this Article 3 as sub-agent and gratuitous bailee with respect to the Collateral. After First Lien Obligations Payment Date and upon the occurrence of the Second Lien Obligations Payment Date, the Second Lien Collateral Agent shall take all such actions in its power as shall reasonably be requested by the Third Lien Collateral Agent to transfer possession of such Collateral to the Third Lien Collateral Agent or to transfer direct control of such Collateral or, to the extent applicable under any Security Documents, any such account to the Third Lien Collateral Agent (if there are then any Third Lien Obligations outstanding); provided that if any such Collateral or any such account shall be validly subject to any other Lien senior to the Third Liens, then the Second Lien Collateral Agent may instead transfer possession of such Collateral to the Person or Persons holding such senior Lien or their representative or take such actions in its power as shall reasonably be requested to transfer direct control of such Collateral or any such account to the Person or Persons holding such senior Lien or their representative. The Third Lien Collateral Agent agrees that if it shall obtain possession or direct control of any Collateral or any account pursuant to the foregoing provisions and such Collateral or account shall thereafter become subject to a Second Lien, it will take all such actions in its power as shall reasonably be requested by the Second Lien Collateral Agent to transfer possession of such Collateral to the Second Lien Collateral Agent or take such actions in its power as shall reasonably be requested to transfer direct control of such Collateral or any such account to the Second Lien Collateral Agent, all at the cost and expense of the Borrower.