Common use of Transfer of Pledged Collateral Clause in Contracts

Transfer of Pledged Collateral. (a) Upon the Discharge of ABL Debt, to the extent permitted under applicable law, upon the request of Term Loan Agent: (i) ABL Agent shall, without recourse or warranty, transfer the possession and control of the Pledged Collateral, if any, then in its possession or control to Term Loan Agent, except in the event and to the extent (A) ABL Agent or any other ABL Secured Party has retained or otherwise acquired such Collateral in full or partial satisfaction of any of the ABL Debt, (B) such Collateral is sold or otherwise disposed of by ABL Agent or any other ABL Secured Party or by a Grantor as provided herein or (C) it is otherwise required by any order of any court or other governmental authority or applicable law or would result in the risk of liability of ABL Secured Party to any third party. (ii) In connection with any transfer described herein to Term Loan Agent, ABL Agent agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be for the account of Term Loan Agent and to be paid by Grantors) as shall be reasonably requested by Term Loan Agent to permit Term Loan Agent to obtain, for the benefit of the Term Loan Secured Parties, a first priority security interest in the Pledged Collateral, including in connection with the terms of any Collateral Access Agreement (as defined in the ABL Agreement), whether with a landlord, processor, warehouse or other third party or any Deposit Account Control Agreement (as defined in the ABL Agreement), with respect to any such agreement delivered on or after the date hereof, ABL Agent shall notify the other parties thereto that it is no longer the “Secured Party Representative”, “Agent Representative”, “Lender Representative” or otherwise entitled to act under such agreement and shall confirm to such parties that Term Loan Agent is thereafter the “Secured Party Representative”, “Agent Representative”, “Lender Representative” as any of such terms are used in any such agreement and is otherwise entitled to the rights of the secured party under such agreement. (iii) The foregoing provision shall not impose on ABL Agent or any other ABL Secured Party any obligations which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law. (b) Upon the Discharge of Term Loan Debt, to the extent permitted under applicable law, upon the request of ABL Agent, Term Loan Agent shall, without recourse or warranty, transfer the possession and control of the Pledged Collateral, if any, then in its possession or control to ABL Agent, except in the event and to the extent (i) Term Loan Agent or any other Term Loan Secured Party has retained or otherwise acquired such Collateral in full or partial satisfaction of any of the Term Loan Debt, (ii) such Collateral is sold or otherwise disposed of by Term Loan Agent or any other Term Loan Secured Party or by a Grantor as provided herein or (iii) it is otherwise required by any order of any court or other governmental authority or applicable law or would result in the risk of liability of Term Loan Secured Party to any third party. In connection with any transfer described herein to ABL Agent, Term Loan Agent agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be for the account of ABL Agent and to be paid by Grantors) as shall be reasonably requested by ABL Agent to permit ABL Agent to obtain, for the benefit of the ABL Secured Parties, a first priority security interest in the Pledged Collateral. The foregoing provision shall not impose on Term Loan Agent or any other Term Loan Secured Party any obligations which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law. (c) After both the Discharge of ABL Debt and the Discharge of Term Loan Debt, but prior to the payment in full in cash of the Excess ABL Debt, Term Loan Agent shall take the same actions set out in Section 5.2(a) above to be taken by the ABL Agent upon the Discharge of ABL Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to ABL Agent. After the payment in full in cash of the Excess ABL Debt, ABL Agent shall take the same actions set out in Section 5.2(a) above to be taken by the ABL Agent upon the Discharge of ABL Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to Term Loan Agent. (d) After both the Discharge of Term Loan Debt and the Discharge of ABL Debt, but prior to the payment in full in cash of the Excess Term Loan Debt, ABL Agent shall take the same actions set out in Section 5.2(b) above to be taken by the Term Loan Agent upon the Discharge of Term Loan Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to Term Loan Agent. After the payment in full in cash of the Excess Term Loan Debt, Term Loan Agent shall take the same actions set out in Section 5.2(b) above to be taken by the Term Loan Agent upon the Discharge of Term Loan Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to ABL Agent. (e) Each Grantor acknowledges and agrees to the delivery or transfer of control by ABL Agent to Term Loan Agent, and by Term Loan Agent to ABL Agent, of any such Collateral and waives and releases ABL Agent and the other ABL Secured Parties, and Term Loan Agent and the other Term Loan Secured Parties, from any liability as a result of such action. Each Grantor shall take such further actions as are reasonably required to effectuate the transfer contemplated in this Section 5.2 and shall indemnify the Agent having the first priority Lien prior to such transfer for loss or damage suffered by such Agent as a result of such transfer, except to the extent resulting from such Agent’s own gross negligence or willful misconduct as determined pursuant to a final, non-appealable order of a court of competent jurisdiction.

Transfer of Pledged Collateral. (a) Upon the Discharge of ABL DebtRevolving Loan Obligations, to the extent permitted under applicable law, upon the written request of the First Lien Term Loan Agent, and after the Discharge of First Lien Term Loan Obligations, the Incremental Term Loan Agent: (i) ABL Revolving Loan Agent shall, without recourse or warranty, transfer the possession and control of the Pledged Collateral, if any, then in its possession or control to the applicable Term Loan Agent, except in the event and to the extent that (A) ABL the Revolving Loan Agent or any other ABL Revolving Loan Secured Party has retained or otherwise acquired such Collateral in full or partial satisfaction of any of the ABL DebtRevolving Loan Obligations, (B) such Collateral is sold or otherwise disposed of by ABL the Revolving Loan Agent or any other ABL Revolving Loan Secured Party or by a Grantor as provided herein or (C) it is otherwise required by any order of any court or other governmental authority or applicable law or would result in the risk of liability of ABL Revolving Loan Secured Party to any third party. (ii) In connection with any transfer described herein to the applicable Term Loan Agent, ABL the Revolving Loan Agent agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be for the account of the applicable Term Loan Agent and to be paid by Grantorsthe Borrowers) as shall be reasonably requested in writing by the applicable Term Loan Agent to permit the applicable Term Loan Agent to obtain, for the benefit of the applicable Term Loan Secured Parties, a first priority security interest in the Pledged Collateral, including in connection with the terms of any Collateral Access Agreement (as defined in the ABL Revolving Loan Agreement), whether with a landlord, processor, warehouse or other third party or any Deposit Account Control Agreement (as defined in the ABL Revolving Loan Agreement), with respect to any such agreement delivered on or after the date hereof, ABL the Revolving Loan Agent shall notify the other parties thereto that it is no longer the “Secured Party Representative”, “Agent Representative”, “Lender Representative” or otherwise entitled to act under such agreement and shall confirm to such parties that Term Loan Second Lien Agent is thereafter the “Secured Party Representative”, “Agent Representative”, “Lender Representative” as any of such terms are used in any such agreement and is otherwise entitled to the rights of the secured party under such agreement. (iii) The foregoing provision shall not impose on ABL the Revolving Loan Agent or any other ABL Revolving Loan Secured Party any obligations which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law. (b) Upon the Discharge of First Lien Term Loan DebtObligations, to the extent permitted under applicable law, upon the written request of ABL Incremental Term Loan Agent, or after the Discharge of Incremental Term Loan Obligations, the Revolving Loan Agent, the First Lien Term Loan Agent shall, , (i) without recourse or warranty, transfer the possession and control of the Pledged Collateral, if any, then in its possession or control to ABL the Incremental Term Loan Agent or the Revolving Loan Agent, as applicable, except in the event and to the extent that: (iA) the First Lien Term Loan Agent or any other First Lien Term Loan Secured Party has retained or otherwise acquired such Collateral in full or partial satisfaction of any of the First Lien Term Loan Debt, Obligations, (iiB) such Collateral is sold or otherwise disposed of by the First Lien Term Loan Agent or any other First Lien Term Loan Secured Party or by a Grantor as provided herein or or (iiiC) it is otherwise required by any order of any court or other governmental authority or applicable law or would result in the risk of liability of any First Lien Term Loan Secured Party to any third party. . (ii) In connection with any transfer described herein to ABL the Incremental Term Loan Agent or the Revolving Loan Agent, the First Lien Term Loan Agent agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be for the account of ABL the Incremental Term Loan Agent or the Revolving Loan Agent, as applicable, and to be paid by Grantorsthe Borrowers) as shall be reasonably requested in writing by ABL the Incremental Term Loan Agent or the Revolving Loan Agent, as applicable, to permit ABL such Agent to obtain, for the benefit of the ABL Incremental Term Loan Secured Parties or the Revolving Loan Parties, as applicable, a first priority security interest in the Pledged Collateral. . (iii) The foregoing provision shall not impose on the First Lien Term Loan Agent or any other First Lien Term Loan Secured Party any obligations which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law. (c) After both Upon the Discharge of ABL Debt and the Discharge of Incremental Term Loan DebtObligations, but prior to the payment in full in cash extent permitted under applicable law, upon the written request of the Excess ABL DebtRevolving Loan Agent, the Incremental Term Loan Agent shall take the same actions set out in Section 5.2(ashall, (i) above to be taken by the ABL Agent upon the Discharge of ABL Debt so as to without recourse or warranty, transfer the possession and control and related rights of the Pledged Collateral, if any, then in its possession or control to the Pledged Revolving Loan Agent, except in the event and to the extent that (A) the Incremental Term Loan Agent or any other Incremental Term Loan Secured Party has retained or otherwise acquired such Collateral back to ABL Agent. After the payment in full in cash or partial satisfaction of any of the Excess ABL DebtIncremental Term Loan Obligations, (B) such Collateral is sold or otherwise disposed of by the Incremental Term Loan Agent or any other Incremental Term Loan Secured Party or by a Grantor as provided herein or (C) it is otherwise required by any order of any court or other governmental authority or applicable law or would result in the risk of liability of any Incremental Term Loan Secured Party to any third party. (ii) In connection with any transfer described herein to the Revolving Loan Agent, ABL the Incremental Term Loan Agent shall agrees to take the same reasonable actions set out in Section 5.2(a) above its power (with all costs and expenses in connection therewith to be taken for the account of the Revolving Loan Agent and to be paid by the ABL Borrowers) as shall be requested in writing by the Revolving Loan Agent upon to permit the Discharge Revolving Loan Agent to obtain, for the benefit of ABL Debt so as to transfer the possession and control and related rights to Revolving Loan Secured Parties, a first priority security interest in the Pledged Collateral back to Collateral. (iii) The foregoing provision shall not impose on Incremental Term Loan AgentAgent or any other Incremental Term Loan Secured Party any obligations which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law. (d) After both the Discharge of Term Loan Debt and the Discharge of ABL Debt, but prior to the payment in full in cash of the Excess Term Loan Debt, ABL Agent shall take the same actions set out in Section 5.2(b) above to be taken by the Term Loan Agent upon the Discharge of Term Loan Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to Term Loan Agent. After the payment in full in cash of the Excess Term Loan Debt, Term Loan Agent shall take the same actions set out in Section 5.2(b) above to be taken by the Term Loan Agent upon the Discharge of Term Loan Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to ABL Agent. (e) Each Grantor acknowledges and agrees to the delivery or transfer of control by ABL the Revolving Loan Agent to the applicable Term Loan Agent, and by the First Lien Term Loan Agent to ABL the Incremental Term Loan Agent or the Revolving Loan Agent, as the case may be, and by the Incremental Term Loan Agent to the Revolving Loan Agent, as the case may be, of any such Pledged Collateral and waives and releases ABL the Revolving Loan Agent and the other ABL Revolving Loan Secured Parties, and the First Lien Term Loan Agent and the other First Lien Term Loan Secured Parties, and the Incremental Term Loan Agent and the other Incremental Term Loan Secured Parties from any liability as a result of such action. Each Grantor shall take such further actions as are reasonably required to effectuate the transfer contemplated in this Section 5.2 and shall indemnify the Agent having the first priority Lien prior to such transfer for loss or damage suffered by such Agent as a result of such transfer, except to the extent resulting from such Agent’s own gross negligence or willful misconduct as determined pursuant to a final, non-appealable order of a court of competent jurisdiction.

Transfer of Pledged Collateral. (a) Upon the Discharge of ABL Debt, to the extent permitted under applicable law, upon the request of Term Loan Agent: (i) ABL Agent shall, without recourse or warranty, transfer the possession and control of the Pledged Collateral, if any, then in its possession or control to Term Loan Agent, except in the event and to the extent (A) ABL Agent or any other ABL Secured Party has retained or otherwise acquired such Collateral in full or partial satisfaction of any of the ABL Debt, (B) such Collateral is sold or otherwise disposed of by ABL Agent or any other ABL Secured Party or by a Grantor as provided herein or in the ABL Documents or (C) it is otherwise required by any order of any court or other governmental authority or applicable law or would result in the risk of liability of ABL Secured Party to any third partyauthority. (ii) In connection with any transfer described herein to Term Loan Agent, ABL Agent agrees to take reasonable actions in its power (with all reasonable and documented costs and expenses in connection therewith to be for the account of Term Loan Agent and to be paid by Grantorsthe Grantors in accordance with the terms of the Term Loan Documents) as shall be reasonably requested by Term Loan Agent to permit Term Loan Agent to obtain, for the benefit of the Term Loan Secured Parties, a first priority security interest in the such Pledged Collateral, including in connection with the terms of any Collateral Access Agreement (as such term is defined in the ABL Agreement)) relating to such Pledged Collateral, whether with a landlord, processor, warehouse or other third party or any Deposit Account Control Agreement (as such term is defined in the ABL Agreement), with respect to any such agreement delivered on or after the date hereof, ABL Agent shall notify the other parties thereto that it is no longer the “Secured Party Representative”, “Agent Representative”, “Lender Representative” or otherwise entitled to act under such agreement and shall confirm to such parties that Term Loan Agent is thereafter the “Secured Party Representative”, “Agent Representative”, “Lender Representative” as any of such terms are used in any such agreement and is otherwise entitled to the rights of the secured party under such agreement. (iii) The foregoing provision shall not impose on ABL Agent or any other ABL Secured Party any obligations which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law. (b) Upon the Discharge of Term Loan Debt, to the extent permitted under applicable law, upon the request of ABL Agent, : (i) Term Loan Agent shall, without recourse or warranty, transfer the possession and control of the Pledged Collateral, if any, then in its possession or control to ABL Agent, except in the event and to the extent (iA) Term Loan Agent or any other Term Loan Secured Party has retained or otherwise acquired such Collateral in full or partial satisfaction of any of the Term Loan Debt, (iiB) such Collateral is sold or otherwise disposed of by Term Loan Agent or any other Term Loan Secured Party or by a Grantor as provided herein or in the Term Loan Documents or (iiiC) it is otherwise required by any order of any court or other governmental authority or applicable law or would result authority; (ii) in the risk of liability of Term Loan Secured Party to any third party. In connection with any transfer described herein to ABL Agent, Term Loan Agent agrees to take reasonable actions in its power (with all reasonable and documented costs and expenses in connection therewith to be for the account of ABL Agent and to be paid by GrantorsGrantors in accordance with the terms of the ABL Documents) as shall be reasonably requested by ABL Agent to permit ABL Agent to obtain, for the benefit of the ABL Secured Parties, a first priority security interest in the Pledged Collateral. The ; and (iii) the foregoing provision shall not impose on Term Loan Agent or any other Term Loan Secured Party any obligations which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law. (c) After both the Discharge of ABL Debt and the Discharge of Term Loan Debt, but prior to the payment in full in cash of the Excess ABL Debt, Term Loan Agent shall take the same actions set out in Section 5.2(a) above to be taken by the ABL Agent upon the Discharge of ABL Debt so as to transfer the possession and control and related rights to the Pledged Collateral constituting ABL Priority Collateral back to ABL Agent. After the payment in full in cash of the Excess ABL Debt, but prior to the payment in full in cash of the Excess Term Loan Debt, ABL Agent shall take the same actions set out in Section 5.2(a) above to be taken by the ABL Agent upon the Discharge of ABL Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to Term Loan Agent. (d) After both the Discharge of Term Loan Debt and the Discharge of ABL Debt, but prior to the payment in full in cash of the Excess Term Loan Debt, ABL Agent shall take the same actions set out in Section 5.2(b) above to be taken by the Term Loan Agent upon the Discharge of Term Loan Debt so as to transfer the possession and control and related rights to the Pledged Collateral constituting Term Loan Priority Collateral back to Term Loan Agent. After the payment in full in cash of the Excess Term Loan Debt, but prior to the payment in full in cash of the Excess ABL Debt, Term Loan Agent shall take the same actions set out in Section 5.2(b) above to be taken by the Term Loan Agent upon the Discharge of Term Loan Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to ABL Agent. (e) Each Grantor acknowledges and agrees to the delivery or transfer of control by ABL Agent to Term Loan Agent, and by Term Loan Agent to ABL Agent, of any such Collateral and waives and releases ABL Agent and the other ABL Secured Parties, and Term Loan Agent and the other Term Loan Secured Parties, from any liability as a result of such action, except to the extent resulting from such Agent’s own gross negligence or willful misconduct as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. Each Grantor shall take such further actions as are reasonably required to effectuate the transfer contemplated in this Section 5.2 and shall indemnify the Agent having the first senior priority Lien prior to such transfer for loss or damage suffered by such Agent as a result of such transfer, except to the extent resulting from such Agent’s own gross negligence or willful misconduct as determined pursuant to a final, non-appealable order of a court of competent jurisdiction.

Transfer of Pledged Collateral. (a) Upon the Discharge of ABL Debt, to the extent permitted under applicable law, upon the request of Term Loan Agent: (i) ABL Agent shall, without recourse or warranty, transfer the possession and control of the Pledged Collateral, if any, then in its possession or control to Term Loan Agent, except in the event and to the extent (A) ABL Agent or any other ABL Secured Party has retained or otherwise acquired such Collateral in full or partial satisfaction of any of the ABL Debt, (B) such Collateral is sold or otherwise disposed of by ABL Agent or any other ABL Secured Party or by a Grantor as provided herein or (C) it is otherwise required by any order of any court or other governmental authority or applicable law or would result in the risk of liability of ABL Secured Party to any third party. (ii) In connection with any transfer described herein to Term Loan Agent, ABL Agent agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be for the account of Term Loan Agent and to be paid by Grantors) as shall be reasonably requested by Term Loan Agent to permit Term Loan Agent to obtain, for the benefit of the Term Loan Secured Parties, a first priority security interest in the Pledged Collateral, including in connection with the terms of any Collateral Access Agreement (as defined in the ABL Agreement), whether with a landlord, processor, warehouse or other third party or any Deposit Account Control Agreement (as defined in the ABL Agreement), with respect to any such agreement delivered on or after the date hereof, ABL Agent shall notify the other parties thereto that it is no longer the “Secured Party Representative”, “Agent Representative”, “Lender Representative” or otherwise entitled to act under such agreement and shall confirm to such parties that Term Loan Agent is thereafter the “Secured Party Representative”, “Agent Representative”, “Lender Representative” as any of such terms are used in any such agreement and is otherwise entitled to the rights of the secured party under such agreement. (iii) The foregoing provision shall not impose on ABL Agent or any other ABL Secured Party any obligations which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law. (b) Upon the Discharge of Term Revolving Loan Debt, to the extent permitted under applicable law, upon the request of ABL Notes Agent, Term Revolving Loan Agent shall, without recourse or warranty, transfer the possession and control of the Pledged Collateral, if any, then in its possession or control to ABL Notes Agent, except in the event and to the extent (i) Term Revolving Loan Agent or any other Term Revolving Loan Secured Party has retained or otherwise acquired such Collateral in full or partial satisfaction of any of the Term Revolving Loan Debt, (ii) such Collateral is sold or otherwise disposed of by Term Revolving Loan Agent or any other Term Revolving Loan Secured Party or by a Grantor as provided herein or (iii) it is otherwise required by any order of any court or other governmental authority or applicable law or would result in the risk of liability of Term Revolving Loan Secured Party to any third party. In connection with any transfer described herein to ABL Agent, Term Loan Agent agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be for the account of ABL Agent and to be paid by Grantors) as shall be reasonably requested by ABL Agent to permit ABL Agent to obtain, for the benefit of the ABL Secured Parties, a first priority security interest in the Pledged Collateral. The foregoing provision shall not impose on Term Revolving Loan Agent or any other Term Revolving Loan Secured Party any obligations which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law. In connection with any transfer described herein to Notes Agent, Revolving Loan Agent agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be for the account of Notes Agent and to be paid by B&L Supply) as shall be reasonably requested by Notes Agent to permit Notes Agent to obtain, for the benefit of the Notes Secured Parties, a first priority security interest in the Pledged Collateral. (cb) After both Upon the Discharge of ABL Debt and the Discharge of Term Loan Notes Debt, but prior to the payment in full in cash of the Excess ABL Debtextent permitted under applicable law, Term Loan Agent shall take the same actions set out in Section 5.2(a) above to be taken by the ABL Agent upon the Discharge request of ABL Debt so as to Revolving Loan Agent, Notes Agent shall, without recourse or warranty, transfer the possession and control and related rights to of the Pledged Collateral back Collateral, if any, then in its possession or control to ABL Agent. After the payment in full in cash of the Excess ABL Debt, ABL Agent shall take the same actions set out in Section 5.2(a) above to be taken by the ABL Agent upon the Discharge of ABL Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to Term Loan Agent. (d) After both the Discharge of Term Loan Debt and the Discharge of ABL Debt, but prior to the payment in full in cash of the Excess Term Loan Debt, ABL Agent shall take the same actions set out in Section 5.2(b) above to be taken by the Term Loan Agent upon the Discharge of Term Loan Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to Term Loan Agent. After the payment in full in cash of the Excess Term Loan Debt, Term Loan Agent shall take the same actions set out in Section 5.2(b) above to be taken by the Term Loan Agent upon the Discharge of Term Loan Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to ABL Agent. (e) Each Grantor acknowledges and agrees to the delivery or transfer of control by ABL Agent to Term Revolving Loan Agent, except in the event and to the extent (i) Notes Agent or any other Notes Secured Party has retained or otherwise acquired such Collateral in full or partial satisfaction of any of the Notes Debt, (ii) such Collateral is sold or otherwise disposed of by Term Notes Agent or any other Notes Secured Party or by a Grantor as provided herein or (iii) it is otherwise required by any order of any court or other governmental authority or applicable law or would result in the risk of liability of Notes Secured Party to any third party. The foregoing provision shall not impose on Notes Agent or any other Notes Secured Party any obligations which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law. In connection with any transfer described herein to Revolving Loan Agent, Notes Agent agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be for the account of Revolving Loan Agent and to be paid by B&L Supply) as shall be reasonably requested by Revolving Loan Agent to ABL Agent, of any such Collateral and waives and releases ABL Agent and the other ABL Secured Parties, and Term permit Revolving Loan Agent and to obtain, for the other Term benefit of the Revolving Loan Secured Parties, from any liability as a result of such action. Each Grantor shall take such further actions as are reasonably required to effectuate the transfer contemplated in this Section 5.2 and shall indemnify the Agent having the first priority Lien prior to such transfer for loss or damage suffered by such Agent as a result of such transfer, except to security interest in the extent resulting from such Agent’s own gross negligence or willful misconduct as determined pursuant to a final, non-appealable order of a court of competent jurisdictionPledged Collateral.

Transfer of Pledged Collateral. (a) Upon the Discharge of ABL Revolving Loan Debt, to the extent permitted under applicable law, upon the request of the Term Loan Agent: (i) ABL , the Revolving Loan Agent shall, without recourse or warranty, transfer the possession and control of the Pledged Collateral, if any, then in its possession or control to Term Loan Agent, except in the event and to the extent (Ai) ABL Revolving Loan Agent or any other ABL Revolving Loan Secured Party has retained or otherwise acquired such Collateral in full or partial satisfaction of any of the ABL Revolving Loan Debt, (Bii) such Collateral is sold or otherwise disposed of by ABL Revolving Loan Agent or any other ABL Revolving Loan Secured Party or by a Grantor as provided herein or (Ciii) it is otherwise required by any order of any court or other governmental authority or applicable law or would result in the risk of liability of ABL Revolving Loan Secured Party to any third party. (ii) In connection with any transfer described herein to Term Loan Agent, ABL Agent agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be for the account of Term Loan Agent and to be paid by Grantors) as shall be reasonably requested by Term Loan Agent to permit Term Loan Agent to obtain, for the benefit of the Term Loan Secured Parties, a first priority security interest in the Pledged Collateral, including in connection with the terms of any Collateral Access Agreement (as defined in the ABL Agreement), whether with a landlord, processor, warehouse or other third party or any Deposit Account Control Agreement (as defined in the ABL Agreement), with respect to any such agreement delivered on or after the date hereof, ABL Agent shall notify the other parties thereto that it is no longer the “Secured Party Representative”, “Agent Representative”, “Lender Representative” or otherwise entitled to act under such agreement and shall confirm to such parties that Term Loan Agent is thereafter the “Secured Party Representative”, “Agent Representative”, “Lender Representative” as any of such terms are used in any such agreement and is otherwise entitled to the rights of the secured party under such agreement. (iii) . The foregoing provision shall not impose on ABL Revolving Loan Agent or any other ABL Revolving Loan Secured Party any obligations which that would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law. In connection with any transfer described herein to Term Loan Agent, the Revolving Loan Agent agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be for the account of the Term Loan Agent and to be paid by Borrowers) as shall be reasonably requested by the Term Loan Agent to permit the Term Loan Agent to obtain, for the benefit of the Term Loan Secured Parties, a first priority security interest in the Pledged Collateral. (b) Upon the Discharge of Term Loan Debt, to the extent permitted under applicable law, upon the request of ABL the Revolving Loan Agent, the Term Loan Agent shall, without recourse or warranty, transfer the possession and control of the Pledged Collateral, if any, then in its possession or control to ABL Revolving Loan Agent, except in the event and to the extent (i) Term Loan Agent or any other Term Loan Secured Party has retained or otherwise acquired such Collateral in full or partial satisfaction of any of the Term Loan Debt, (ii) such Collateral is sold or otherwise disposed of by Term Loan Agent or any other Term Loan Secured Party or by a Grantor as provided herein or (iii) it is otherwise required by any order of any court or other governmental authority or applicable law or would result in the risk of liability of Term Loan Secured Party to any third party. In connection with any transfer described herein to ABL Agent, Term Loan Agent agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be for the account of ABL Agent and to be paid by Grantors) as shall be reasonably requested by ABL Agent to permit ABL Agent to obtain, for the benefit of the ABL Secured Parties, a first priority security interest in the Pledged Collateral. The foregoing provision shall not impose on Term Loan Agent or any other Term Loan Secured Party any obligations which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law. (c) After both the Discharge of ABL Debt and the Discharge of Term Loan Debt, but prior . In connection with any transfer described herein to the payment in full in cash of the Excess ABL Debt, Term Loan Agent shall take the same actions set out in Section 5.2(a) above to be taken by the ABL Agent upon the Discharge of ABL Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to ABL Agent. After the payment in full in cash of the Excess ABL Debt, ABL Agent shall take the same actions set out in Section 5.2(a) above to be taken by the ABL Agent upon the Discharge of ABL Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to Term Revolving Loan Agent. (d) After both the Discharge of Term Loan Debt and the Discharge of ABL Debt, but prior to the payment in full in cash of the Excess Term Loan Debt, ABL Agent shall take the same actions set out in Section 5.2(b) above to be taken by the Term Loan Agent upon agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be for the Discharge of Term Loan Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to Term Loan Agent. After the payment in full in cash account of the Excess Term Loan Debt, Term Revolving Loan Agent shall take the same actions set out in Section 5.2(b) above and to be taken paid by Borrowers) as shall be reasonably requested by the Term Loan Agent upon the Discharge of Term Loan Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to ABL Agent. (e) Each Grantor acknowledges and agrees to the delivery or transfer of control by ABL Agent to Term Loan Agent, and by Term Revolving Loan Agent to ABL Agent, of any such Collateral and waives and releases ABL Agent and permit the other ABL Secured Parties, and Term Revolving Loan Agent and to obtain, for the other Term benefit of the Revolving Loan Secured Parties, from any liability as a result of such action. Each Grantor shall take such further actions as are reasonably required to effectuate the transfer contemplated in this Section 5.2 and shall indemnify the Agent having the first priority Lien prior to such transfer for loss or damage suffered by such Agent as a result of such transfer, except to security interest in the extent resulting from such Agent’s own gross negligence or willful misconduct as determined pursuant to a final, non-appealable order of a court of competent jurisdictionPledged Collateral.

Transfer of Pledged Collateral. (a) Upon The ABL Agent hereby agrees that upon the Discharge Payment in Full of ABL Priority Debt, to the extent permitted under by applicable law, upon law (with all costs and expenses in connection therewith to be paid solely by the request of Term Loan Agent: Grantors): (i) the ABL Agent shall, without recourse or warranty, take commercially reasonable steps to transfer the possession and control of the Pledged Collateral, if any, then in its possession or control control, to the Term Loan Agent, except in the event and to the extent (A) ABL Agent or any other ABL Secured Party has retained such Collateral is sold, liquidated or otherwise acquired such Collateral disposed of by any of the ABL Claimholders or by a Grantor as provided herein in full or partial satisfaction of any of the ABL Debt, Debt or (B) such Collateral is sold or otherwise disposed of by ABL Agent or any other ABL Secured Party or by a Grantor as provided herein or (C) it is otherwise required by any order of any court or other governmental authority Governmental Authority or applicable law or would result in the risk of liability of ABL Secured Party to any third party. requires otherwise; and (ii) In connection with any transfer described herein to Term Loan Agent, ABL Agent agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be for the account of Term Loan Agent and to be paid by Grantors) as shall be reasonably requested by Term Loan Agent to permit Term Loan Agent to obtain, for the benefit of the Term Loan Secured Parties, a first priority security interest in the Pledged Collateral, including in connection with the terms of any Collateral Access Agreement (as defined in the ABL Agreement)collateral access or like agreement, whether with a landlord, processor, warehouse warehouseman or other third party or any Deposit Account Control Agreement (as defined in control agreement, the ABL Agreement), with respect to any such agreement delivered on or after the date hereof, ABL Agent shall notify the other parties thereto that it its rights thereunder have been assigned to the Term Agent (to the extent such assignment is no longer not prohibited by the “Secured Party Representative”, “Agent Representative”, “Lender Representative” or otherwise entitled to act under terms of such agreement agreement) and shall confirm to such parties that the Term Loan Agent is thereafter the “Secured Party Representative”, “Agent Representative”, “Lender RepresentativeAgent” (or other comparable term) as any of such terms are term is used in any such agreement and is otherwise entitled to the rights of the secured party under such agreement. (iiib) The foregoing provision shall not impose on ABL Term Agent or any other ABL Secured Party any obligations which would conflict with prior perfected claims therein hereby agrees that upon the Payment in favor of any other person or any order or decree of any court or other governmental authority or any applicable law. (b) Upon the Discharge Full of Term Loan Priority Debt, to the extent permitted under by applicable law, upon law (with all costs and expenses in connection therewith to be paid solely by the request of ABL Agent, Grantors): (i) The Term Loan Agent shall, without recourse or warranty, take commercially reasonable steps to transfer the possession and control of the Pledged Collateral, if any, then in its possession or control control, to the ABL Agent, except in the event and to the extent (iA) Term Loan Agent or any other Term Loan Secured Party has retained such Collateral is sold, liquidated or otherwise acquired such Collateral disposed of by any of the Term Claimholders or by a Grantor as provided herein in full or partial satisfaction of any of the Term Loan Debt, (ii) such Collateral is sold or otherwise disposed of by Term Loan Agent or any other Term Loan Secured Party or by a Grantor as provided herein Debt or (iiiB) it is otherwise required by any order of any court or other governmental authority Governmental Authority or applicable law or would result requires otherwise; and (ii) in the risk of liability of Term Loan Secured Party to any third party. In connection with the terms of any transfer described herein collateral access or like agreement, whether with a landlord, processor, warehouseman or other third party or any control agreement, the Term Agent shall notify the other parties thereto that its rights thereunder have been assigned to ABL Agent, Term Loan Agent agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be for the account of ABL Agent and (to be paid the extent such assignment is not prohibited by Grantorsthe terms of such (c) as shall be reasonably requested by ABL Agent to permit ABL Agent to obtain, for the benefit of the ABL Secured Parties, a first priority security interest in the Pledged Collateral. The foregoing provision provisions shall not impose on Term Loan Agent any of the ABL Claimholders or any other of the Term Loan Secured Party Claimholders any obligations which that would conflict with prior perfected claims therein in favor of any other person Person or any order or decree of any court or other governmental authority Governmental Authority or any applicable lawlaw or give rise to risk of legal liability. (c) After both the Discharge of ABL Debt and the Discharge of Term Loan Debt, but prior to the payment in full in cash of the Excess ABL Debt, Term Loan Agent shall take the same actions set out in Section 5.2(a) above to be taken by the ABL Agent upon the Discharge of ABL Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to ABL Agent. After the payment in full in cash of the Excess ABL Debt, ABL Agent shall take the same actions set out in Section 5.2(a) above to be taken by the ABL Agent upon the Discharge of ABL Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to Term Loan Agent. (d) After both the Discharge of Term Loan Debt and the Discharge of ABL Debt, but prior to the payment in full in cash of the Excess Term Loan Debt, ABL Agent shall take the same actions set out in Section 5.2(b) above to be taken by the Term Loan Agent upon the Discharge of Term Loan Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to Term Loan Agent. After the payment in full in cash of the Excess Term Loan Debt, Term Loan Agent shall take the same actions set out in Section 5.2(b) above to be taken by the Term Loan Agent upon the Discharge of Term Loan Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to ABL Agent. (e) Each Grantor acknowledges and agrees to the delivery or transfer of control by ABL Agent to Term Loan Agent, and by Term Loan Agent to ABL Agent, of any such Collateral and waives and releases ABL Agent and the other ABL Secured Parties, and Term Loan Agent and the other Term Loan Secured Parties, from any liability as a result of such action. Each Grantor shall take such further actions as are reasonably required to effectuate the transfer contemplated in this Section 5.2 and shall indemnify the Agent having the first priority Lien prior to such transfer for loss or damage suffered by such Agent as a result of such transfer, except to the extent resulting from such Agent’s own gross negligence or willful misconduct as determined pursuant to a final, non-appealable order of a court of competent jurisdiction.

Transfer of Pledged Collateral. (a) Upon The ABL Agent hereby agrees that upon the Discharge Payment in Full of ABL Priority Debt, to the extent permitted under by applicable law, upon law (with all costs and expenses in connection therewith to be paid solely by the request of Term Loan Agent:Grantors): (i) the ABL Agent shall, without recourse or warranty, take commercially reasonable steps to transfer the possession and control of the Pledged Collateral, if any, then in its possession or control control, to the Term Loan Agent, except in the event and to the extent (A) ABL Agent or any other ABL Secured Party has retained such Collateral is sold, liquidated or otherwise acquired such Collateral disposed of by any of the ABL Claimholders or by a Grantor as provided herein in full or partial satisfaction of any of the ABL Debt, Debt or (B) such Collateral is sold or otherwise disposed of by ABL Agent or any other ABL Secured Party or by a Grantor as provided herein or (C) it is otherwise required by any order of any court or other governmental authority Governmental Authority or applicable law or would result in the risk of liability of ABL Secured Party to any third party.requires otherwise; and (ii) In in connection with the terms of any transfer described herein to Term Loan Agentcollateral access or like agreement, whether with a landlord, processor, warehouseman or other third party or any control agreement, the ABL Agent shall notify the other parties thereto that its rights thereunder have been assigned to the Term Agent (to the extent such assignment is not prohibited by the terms of such agreement) and shall confirm to such parties that the Term Agent is thereafter the “Agent” (or other comparable term) as such term is used in any such agreement and is otherwise entitled to the rights of the secured party under such agreement. WEIL:\96331350\2\35899.0561 (b) The Term Agent hereby agrees that upon the Payment in Full of Term Priority Debt, to take reasonable actions in its power the extent permitted by applicable law (with all costs and expenses in connection therewith to be for paid solely by the account Grantors): (i) The Term Agent shall, without recourse or warranty, take commercially reasonable steps to transfer the possession and control of Term Loan Agent and to be paid by Grantors) as shall be reasonably requested by Term Loan Agent to permit Term Loan Agent to obtain, for the benefit of the Term Loan Secured Parties, a first priority security interest in the Pledged Collateral, including if any, then in its possession or control, to the ABL Agent, except in the event and to the extent (A) such Collateral is sold, liquidated or otherwise disposed of by any of the Term Claimholders or by a Grantor as provided herein in full or partial satisfaction of any of the Term Debt or (B) any order of any court or other Governmental Authority or applicable law requires otherwise; and (ii) in connection with the terms of any Collateral Access Agreement (as defined in the ABL Agreement)collateral access or like agreement, whether with a landlord, processor, warehouse warehouseman or other third party or any Deposit Account Control Agreement (as defined in control agreement, the ABL Agreement), with respect to any such agreement delivered on or after the date hereof, ABL Term Agent shall notify the other parties thereto that it its rights thereunder have been assigned to the ABL Agent (to the extent such assignment is no longer not prohibited by the “Secured Party Representative”, “Agent Representative”, “Lender Representative” or otherwise entitled to act under terms of such agreement agreement) and shall confirm to such parties that Term Loan the ABL Agent is thereafter the “Secured Party Representative”, “Agent Representative”, “Lender RepresentativeAgent” (or other comparable term) as any of such terms are term is used in any such agreement and is otherwise entitled to the rights of the secured party under such agreement. (iiic) The foregoing provision provisions shall not impose on any of the ABL Agent Claimholders or any other ABL Secured Party of the Term Claimholders any obligations which that would conflict with prior perfected claims therein in favor of any other person Person or any order or decree of any court or other governmental authority Governmental Authority or any applicable law. (b) Upon the Discharge of Term Loan Debt, to the extent permitted under applicable law, upon the request of ABL Agent, Term Loan Agent shall, without recourse or warranty, transfer the possession and control of the Pledged Collateral, if any, then in its possession or control to ABL Agent, except in the event and to the extent (i) Term Loan Agent or any other Term Loan Secured Party has retained or otherwise acquired such Collateral in full or partial satisfaction of any of the Term Loan Debt, (ii) such Collateral is sold or otherwise disposed of by Term Loan Agent or any other Term Loan Secured Party or by a Grantor as provided herein or (iii) it is otherwise required by any order of any court or other governmental authority or applicable law or would result in the give rise to risk of liability of Term Loan Secured Party to any third party. In connection with any transfer described herein to ABL Agent, Term Loan Agent agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be for the account of ABL Agent and to be paid by Grantors) as shall be reasonably requested by ABL Agent to permit ABL Agent to obtain, for the benefit of the ABL Secured Parties, a first priority security interest in the Pledged Collateral. The foregoing provision shall not impose on Term Loan Agent or any other Term Loan Secured Party any obligations which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable lawlegal liability. (c) After both the Discharge of ABL Debt and the Discharge of Term Loan Debt, but prior to the payment in full in cash of the Excess ABL Debt, Term Loan Agent shall take the same actions set out in Section 5.2(a) above to be taken by the ABL Agent upon the Discharge of ABL Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to ABL Agent. After the payment in full in cash of the Excess ABL Debt, ABL Agent shall take the same actions set out in Section 5.2(a) above to be taken by the ABL Agent upon the Discharge of ABL Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to Term Loan Agent. (d) After both the Discharge of Term Loan Debt and the Discharge of ABL Debt, but prior to the payment in full in cash of the Excess Term Loan Debt, ABL Agent shall take the same actions set out in Section 5.2(b) above to be taken by the Term Loan Agent upon the Discharge of Term Loan Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to Term Loan Agent. After the payment in full in cash of the Excess Term Loan Debt, Term Loan Agent shall take the same actions set out in Section 5.2(b) above to be taken by the Term Loan Agent upon the Discharge of Term Loan Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to ABL Agent. (e) Each Grantor acknowledges and agrees to the delivery or transfer of control by ABL Agent to Term Loan Agent, and by Term Loan Agent to ABL Agent, of any such Collateral and waives and releases ABL Agent and the other ABL Secured Parties, and Term Loan Agent and the other Term Loan Secured Parties, from any liability as a result of such action. Each Grantor shall take such further actions as are reasonably required to effectuate the transfer contemplated in this Section 5.2 and shall indemnify the Agent having the first priority Lien prior to such transfer for loss or damage suffered by such Agent as a result of such transfer, except to the extent resulting from such Agent’s own gross negligence or willful misconduct as determined pursuant to a final, non-appealable order of a court of competent jurisdiction.

Transfer of Pledged Collateral. (a) Upon the Discharge of ABL DebtFirst Lien Debt (excluding any First Lien Debt Excess), to the extent permitted under applicable law, upon the request of Term Loan Agent: (i) ABL First Lien Agent shall, without recourse or warranty, transfer the possession and control of the Pledged Collateral, if any, then in its possession or control to Term Loan Second Lien Agent, except in the event and to the extent (Aa) ABL First Lien Agent or any other ABL First Lien Secured Party has retained or otherwise acquired such Collateral Collateral (i) in full or partial satisfaction of any of the ABL First Lien Debt (other than any First Lien Debt Excess), or (ii) as cash collateral as contemplated under clause (c) of the definition of “Discharge of First Lien Debt” except to the extent the reimbursement obligations collateralized thereby may constitute First Lien Debt Excess, (Bb) such Collateral is sold or otherwise disposed of by ABL First Lien Agent or any other ABL First Lien Secured Party or by a Grantor as provided herein or (Cc) it is otherwise required by any order of any court or other governmental authority or applicable law or would result in the risk of liability of ABL First Lien Agent or any First Lien Secured Party to any third party. (ii) In connection with any transfer described herein to Term Loan Agent, ABL Agent agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be for the account of Term Loan Agent and to be paid by Grantors) as shall be reasonably requested by Term Loan Agent to permit Term Loan Agent to obtain, for the benefit of the Term Loan Secured Parties, a first priority security interest in the Pledged Collateral, including in connection with the terms of any Collateral Access Agreement (as defined in the ABL Agreement), whether with a landlord, processor, warehouse or other third party or any Deposit Account Control Agreement (as defined in the ABL Agreement), with respect to any such agreement delivered on or after the date hereof, ABL Agent shall notify the other parties thereto that it is no longer the “Secured Party Representative”, “Agent Representative”, “Lender Representative” or otherwise entitled to act under such agreement and shall confirm to such parties that Term Loan Agent is thereafter the “Secured Party Representative”, “Agent Representative”, “Lender Representative” as any of such terms are used in any such agreement and is otherwise entitled to the rights of the secured party under such agreement. (iii) . The foregoing provision shall not impose on ABL First Lien Agent or any other ABL First Lien Secured Party any obligations which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law. (b) Upon the Discharge of Term Loan Debt, to the extent permitted under applicable law, upon the request of ABL Agent, Term Loan Agent shall, without recourse or warranty, transfer the possession and control of the Pledged Collateral, if any, then in its possession or control to ABL Agent, except in the event and to the extent (i) Term Loan Agent or any other Term Loan Secured Party has retained or otherwise acquired such Collateral in full or partial satisfaction of any of the Term Loan Debt, (ii) such Collateral is sold or otherwise disposed of by Term Loan Agent or any other Term Loan Secured Party or by a Grantor as provided herein or (iii) it is otherwise required by any order of any court or other governmental authority or applicable law or would result in the risk of liability of Term Loan Secured Party to any third party. In connection with any transfer described herein to ABL Second Lien Agent, Term Loan First Lien Agent agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be for the account of ABL Agent and to be paid by Grantors) as shall be reasonably requested by ABL Second Lien Agent to permit ABL Second Lien Agent to obtain, for the benefit of the ABL Second Lien Secured Parties, a first priority Lien in the Pledged Collateral. From and after the date that Second Lien Agent receives a Discharge of First Lien Debt Notice and upon the Discharge of Second Lien Debt, the Second Lien Agent shall transfer the possession and control of the Pledged Collateral, together with any necessary endorsements but without recourse or warranty, (i) if any First Lien Debt Excess is outstanding at such time, to First Lien Agent, and (ii) if no First Lien Debt Excess is outstanding at such time, to the applicable Grantor, in each case so as to allow such Person to obtain possession and control of such Pledged Collateral. In connection with any transfer under clause (i) of the immediately preceding sentence, the Second Lien Agent agrees, at the sole cost and expense of the Grantors, to take all actions in its power as shall be reasonably requested by the First Lien Agent to permit First Lien Agent to obtain a first priority security interest in the Pledged Collateral. The foregoing provision shall not impose on Term Loan Agent or any other Term Loan Secured Party any obligations which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law. (c) After both the Discharge of ABL Debt and the Discharge of Term Loan Debt, but prior to the payment in full in cash of the Excess ABL Debt, Term Loan Agent shall take the same actions set out in Section 5.2(a) above to be taken by the ABL Agent upon the Discharge of ABL Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to ABL Agent. After the payment in full in cash of the Excess ABL Debt, ABL Agent shall take the same actions set out in Section 5.2(a) above to be taken by the ABL Agent upon the Discharge of ABL Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to Term Loan Agent. (d) After both the Discharge of Term Loan Debt and the Discharge of ABL Debt, but prior to the payment in full in cash of the Excess Term Loan Debt, ABL Agent shall take the same actions set out in Section 5.2(b) above to be taken by the Term Loan Agent upon the Discharge of Term Loan Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to Term Loan Agent. After the payment in full in cash of the Excess Term Loan Debt, Term Loan Agent shall take the same actions set out in Section 5.2(b) above to be taken by the Term Loan Agent upon the Discharge of Term Loan Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to ABL Agent. (e) Each Grantor acknowledges and agrees to the delivery or transfer of control by ABL Agent to Term Loan Agent, and by Term Loan Agent to ABL Agent, of any such Collateral and waives and releases ABL Agent and the other ABL Secured Parties, and Term Loan Agent and the other Term Loan Secured Parties, from any liability as a result of such action. Each Grantor shall take such further actions as are reasonably required to effectuate the transfer contemplated in this Section 5.2 and shall indemnify the Agent having the first priority Lien prior to such transfer for loss or damage suffered by such Agent as a result of such transfer, except to the extent resulting from such Agent’s own gross negligence or willful misconduct as determined pursuant to a final, non-appealable order of a court of competent jurisdiction.

Transfer of Pledged Collateral. (a) Upon the Discharge of ABL First Lien Debt, to the extent permitted under applicable law, upon the request of Term Loan Agent: (i) ABL First Lien Agent shall, without recourse or warranty, transfer the possession and control of the Pledged Collateral, if any, then in its possession or control to Term Loan Agentthe Relevant Junior Lien Collateral Agent (for the benefit of the Junior Lien Secured Parties), except in the event and to the extent (Aa) ABL First Lien Agent or any other ABL First Lien Secured Party has retained or otherwise acquired such Collateral (i) in full or partial satisfaction of any of the ABL First Lien Debt, or (Bii) as cash collateral as contemplated under clause (c) of the definition of “Discharge of First Lien Debt”, (b) such Collateral is sold or otherwise disposed of by ABL First Lien Agent or any other ABL First Lien Secured Party or by a Grantor as provided herein or (Cc) it is otherwise required by any order of any court or other governmental authority or applicable law or would result in the risk of liability of ABL First Lien Agent or any First Lien Secured Party to any third party. (ii) In connection with any transfer described herein to Term Loan Agent, ABL Agent agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be for the account of Term Loan Agent and to be paid by Grantors) as shall be reasonably requested by Term Loan Agent to permit Term Loan Agent to obtain, for the benefit of the Term Loan Secured Parties, a first priority security interest in the Pledged Collateral, including in connection with the terms of any Collateral Access Agreement (as defined in the ABL Agreement), whether with a landlord, processor, warehouse or other third party or any Deposit Account Control Agreement (as defined in the ABL Agreement), with respect to any such agreement delivered on or after the date hereof, ABL Agent shall notify the other parties thereto that it is no longer the “Secured Party Representative”, “Agent Representative”, “Lender Representative” or otherwise entitled to act under such agreement and shall confirm to such parties that Term Loan Agent is thereafter the “Secured Party Representative”, “Agent Representative”, “Lender Representative” as any of such terms are used in any such agreement and is otherwise entitled to the rights of the secured party under such agreement. (iii) . The foregoing provision shall not impose on ABL First Lien Agent or any other ABL First Lien Secured Party any obligations which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law. (b) Upon the Discharge of Term Loan Debt, to the extent permitted under applicable law, upon the request of ABL Agent, Term Loan Agent shall, without recourse or warranty, transfer the possession and control of the Pledged Collateral, if any, then in its possession or control to ABL Agent, except in the event and to the extent (i) Term Loan Agent or any other Term Loan Secured Party has retained or otherwise acquired such Collateral in full or partial satisfaction of any of the Term Loan Debt, (ii) such Collateral is sold or otherwise disposed of by Term Loan Agent or any other Term Loan Secured Party or by a Grantor as provided herein or (iii) it is otherwise required by any order of any court or other governmental authority or applicable law or would result in the risk of liability of Term Loan Secured Party to any third party. In connection with any transfer described herein to ABL the Relevant Junior Lien Collateral Agent, Term Loan First Lien Agent agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be for the account of ABL Agent and to be paid by Grantors) as shall be reasonably requested by ABL the Relevant Junior Lien Collateral Agent to permit ABL the Relevant Junior Lien Collateral Agent to obtain, for the benefit of the ABL Junior Lien Secured PartiesParties for whom it is acting as agent, a first priority security interest Lien in the Pledged Collateral. The foregoing provision shall not impose on Term Loan Agent or any other Term Loan Secured Party any obligations which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law. (c) After both the Discharge of ABL Debt and the Discharge of Term Loan Debt, but prior to the payment in full in cash of the Excess ABL Debt, Term Loan Agent shall take the same actions set out in Section 5.2(a) above to be taken by the ABL Agent upon the Discharge of ABL Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to ABL Agent. After the payment in full in cash of the Excess ABL Debt, ABL Agent shall take the same actions set out in Section 5.2(a) above to be taken by the ABL Agent upon the Discharge of ABL Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to Term Loan Agent. (d) After both the Discharge of Term Loan Debt and the Discharge of ABL Debt, but prior to the payment in full in cash of the Excess Term Loan Debt, ABL Agent shall take the same actions set out in Section 5.2(b) above to be taken by the Term Loan Agent upon the Discharge of Term Loan Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to Term Loan Agent. After the payment in full in cash of the Excess Term Loan Debt, Term Loan Agent shall take the same actions set out in Section 5.2(b) above to be taken by the Term Loan Agent upon the Discharge of Term Loan Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to ABL Agent. (e) Each Grantor acknowledges and agrees to the delivery or transfer of control by ABL Agent to Term Loan Agent, and by Term Loan Agent to ABL Agent, of any such Collateral and waives and releases ABL Agent and the other ABL Secured Parties, and Term Loan Agent and the other Term Loan Secured Parties, from any liability as a result of such action. Each Grantor shall take such further actions as are reasonably required to effectuate the transfer contemplated in this Section 5.2 and shall indemnify the Agent having the first priority Lien prior to such transfer for loss or damage suffered by such Agent as a result of such transfer, except to the extent resulting from such Agent’s own gross negligence or willful misconduct as determined pursuant to a final, non-appealable order of a court of competent jurisdiction.

Transfer of Pledged Collateral. (a) Upon the Discharge of ABL Revolving Loan Debt, to the extent permitted under applicable law, upon the request of the Term Loan Agent: (i) ABL , the Revolving Loan Agent shall, without recourse or warranty, transfer the possession and control of the Pledged Collateral, if any, then in its possession or control to Term Loan Agent, except in the event and to the extent (Ai) ABL Revolving Loan Agent or any other ABL Revolving Loan Secured Party has retained or otherwise acquired such Collateral in full or partial satisfaction of any of the ABL Revolving Loan Debt, (Bii) such Collateral is sold or otherwise disposed of by ABL Revolving Loan Agent or any other ABL Revolving Loan Secured Party or by a Grantor as provided herein or (Ciii) it is otherwise required by any order of any court or other governmental authority or applicable law or would result in the risk of liability of ABL Revolving Loan Secured Party to any third party. (ii) In connection with any transfer described herein to Term Loan Agent, ABL Agent agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be for the account of Term Loan Agent and to be paid by Grantors) as shall be reasonably requested by Term Loan Agent to permit Term Loan Agent to obtain, for the benefit of the Term Loan Secured Parties, a first priority security interest in the Pledged Collateral, including in connection with the terms of any Collateral Access Agreement (as defined in the ABL Agreement), whether with a landlord, processor, warehouse or other third party or any Deposit Account Control Agreement (as defined in the ABL Agreement), with respect to any such agreement delivered on or after the date hereof, ABL Agent shall notify the other parties thereto that it is no longer the “Secured Party Representative”, “Agent Representative”, “Lender Representative” or otherwise entitled to act under such agreement and shall confirm to such parties that Term Loan Agent is thereafter the “Secured Party Representative”, “Agent Representative”, “Lender Representative” as any of such terms are used in any such agreement and is otherwise entitled to the rights of the secured party under such agreement. (iii) . The foregoing provision shall not impose on ABL Revolving Loan Agent or any other ABL Revolving Loan Secured Party any obligations which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law. In connection with any transfer described herein to Term Loan Agent, the Revolving Loan Agent agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be for the account of the Term Loan Agent and to be paid by Borrowers) as shall be reasonably requested by the Term Loan Agent to permit the Term Loan Agent to obtain, for the benefit of the Term Loan Secured Parties, a first priority security interest in the Pledged Collateral. (b) Upon the Discharge of Term Loan Debt, to the extent permitted under applicable law, upon the request of ABL the Revolving Loan Agent, the Term Loan Agent shall, without recourse or warranty, transfer the possession and control of the Pledged Collateral, if any, then in its possession or control to ABL Revolving Loan Agent, except in the event and to the extent (i) Term Loan Agent or any other Term Loan Secured Party has retained or otherwise acquired such Collateral in full or partial satisfaction of any of the Term Loan Debt, (ii) such Collateral is sold or otherwise disposed of by Term Loan Agent or any other Term Loan Secured Party or by a Grantor as provided herein or (iii) it is otherwise required by any order of any court or other governmental authority or applicable law or would result in the risk of liability of Term Loan Secured Party to any third party. In connection with any transfer described herein to ABL Agent, Term Loan Agent agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be for the account of ABL Agent and to be paid by Grantors) as shall be reasonably requested by ABL Agent to permit ABL Agent to obtain, for the benefit of the ABL Secured Parties, a first priority security interest in the Pledged Collateral. The foregoing provision shall not impose on Term Loan Agent or any other Term Loan Secured Party any obligations which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law. (c) After both the Discharge of ABL Debt and the Discharge of Term Loan Debt, but prior . In connection with any transfer described herein to the payment in full in cash of the Excess ABL Debt, Term Loan Agent shall take the same actions set out in Section 5.2(a) above to be taken by the ABL Agent upon the Discharge of ABL Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to ABL Agent. After the payment in full in cash of the Excess ABL Debt, ABL Agent shall take the same actions set out in Section 5.2(a) above to be taken by the ABL Agent upon the Discharge of ABL Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to Term Revolving Loan Agent. (d) After both the Discharge of Term Loan Debt and the Discharge of ABL Debt, but prior to the payment in full in cash of the Excess Term Loan Debt, ABL Agent shall take the same actions set out in Section 5.2(b) above to be taken by the Term Loan Agent upon agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be for the Discharge of Term Loan Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to Term Loan Agent. After the payment in full in cash account of the Excess Term Loan Debt, Term Revolving Loan Agent shall take the same actions set out in Section 5.2(b) above and to be taken paid by Borrowers) as shall be reasonably requested by the Term Loan Agent upon the Discharge of Term Loan Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to ABL Agent. (e) Each Grantor acknowledges and agrees to the delivery or transfer of control by ABL Agent to Term Loan Agent, and by Term Revolving Loan Agent to ABL Agent, of any such Collateral and waives and releases ABL Agent and permit the other ABL Secured Parties, and Term Revolving Loan Agent and to obtain, for the other Term benefit of the Revolving Loan Secured Parties, from any liability as a result of such action. Each Grantor shall take such further actions as are reasonably required to effectuate the transfer contemplated in this Section 5.2 and shall indemnify the Agent having the first priority Lien prior to such transfer for loss or damage suffered by such Agent as a result of such transfer, except to security interest in the extent resulting from such Agent’s own gross negligence or willful misconduct as determined pursuant to a final, non-appealable order of a court of competent jurisdictionPledged Collateral.

Transfer of Pledged Collateral. (a) Upon occurrence of the Discharge of ABL DebtRCF Obligations Payment Date, to the extent permitted under applicable law, upon the request of Term Loan Agent: (i) ABL Agent shallif the Term Loan Obligations Payment Date has not occurred, the RCF Representative shall promptly, without recourse or warranty, deliver or transfer the possession and control of the any remaining Pledged Collateral, if any, then Collateral (together with any necessary endorsements) in its possession or control to the Term Loan AgentRepresentative or, except in the event and to the extent (A) ABL Agent or any other ABL Secured Party has retained or otherwise acquired such Collateral in full or partial satisfaction of any of the ABL Debt, (B) such Collateral is sold or otherwise disposed of by ABL Agent or any other ABL Secured Party or by a Grantor as provided herein or (C) it is otherwise required by any order of any court or other governmental authority or applicable law or would result in the risk of liability of ABL Secured Party to any third party. (ii) if the Term Loan Obligations Payment Date has occurred, to such other Person as may be lawfully entitled thereto or as a court of competent jurisdiction may otherwise direct. In connection with any transfer described herein to the Term Loan AgentRepresentative, ABL Agent at the sole cost and expense of the Loan Parties, the RCF Representative agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be for the account of Term Loan Agent and to be paid by Grantors) as shall be reasonably requested by the Term Loan Agent Representative to permit the Term Loan Agent Representative to obtain, for the benefit of the Term Loan Secured Parties, a first priority security interest in the Pledged Collateral, including in connection with the terms of any Collateral Access Agreement (as defined in the ABL Agreement), whether with a landlord, processor, warehouse or other third party or any Deposit Account Control Agreement (as defined in the ABL Agreement), with respect to any such agreement delivered on or after the date hereof, ABL Agent shall notify the other parties thereto that it is no longer the “Secured Party Representative”, “Agent Representative”, “Lender Representative” or otherwise entitled to act under such agreement and shall confirm to such parties that Term Loan Agent is thereafter the “Secured Party Representative”, “Agent Representative”, “Lender Representative” as any of such terms are used in any such agreement and is otherwise entitled to the rights of the secured party under such agreement. (iii) The foregoing provision shall not impose on ABL Agent or any other ABL Secured Party any obligations which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law. (b) Upon occurrence of the Discharge of Term Loan DebtObligations Payment Date, to (i) if the extent permitted under applicable lawRCF Obligations Payment Date has not occurred, upon the request of ABL Agent, Term Loan Agent shallRepresentative shall promptly, without recourse or warranty, deliver or transfer the possession and control of the any remaining Pledged Collateral, if any, then Collateral (together with any necessary endorsements) in its possession or control to ABL Agent, except in the event and to the extent (i) Term Loan Agent or any other Term Loan Secured Party has retained or otherwise acquired such Collateral in full or partial satisfaction of any of the Term Loan DebtRCF Representative or, (ii) if the RCF Obligations Payment Date has occurred, to such Collateral is sold other Person as may be lawfully entitled thereto or as a court of competent jurisdiction may otherwise disposed of by Term Loan Agent or any other Term Loan Secured Party or by a Grantor as provided herein or (iii) it is otherwise required by any order of any court or other governmental authority or applicable law or would result in the risk of liability of Term Loan Secured Party to any third partydirect. In connection with any transfer described herein to ABL Agentthe RCF Representative, at the sole cost and expense of the Loan Parties, the Term Loan Agent Representative agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be for the account of ABL Agent and to be paid by Grantors) as shall be reasonably requested by ABL Agent the RCF Representative to permit ABL Agent the RCF Representative to obtain, for the benefit of the ABL RCF Secured Parties, a first priority security interest in the Pledged Collateral. The foregoing provision shall not impose on Term Loan Agent or any other Term Loan Secured Party any obligations which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law. (c) After both the Discharge of ABL Debt and the Discharge of Term Loan Debt, but prior to the payment in full in cash of the Excess ABL Debt, Term Loan Agent shall take the same actions set out in Section 5.2(a) above to be taken by the ABL Agent upon the Discharge of ABL Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to ABL Agent. After the payment in full in cash of the Excess ABL Debt, ABL Agent shall take the same actions set out in Section 5.2(a) above to be taken by the ABL Agent upon the Discharge of ABL Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to Term Loan Agent. (d) After both the Discharge of Term Loan Debt and the Discharge of ABL Debt, but prior to the payment in full in cash of the Excess Term Loan Debt, ABL Agent shall take the same actions set out in Section 5.2(b) above to be taken by the Term Loan Agent upon the Discharge of Term Loan Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to Term Loan Agent. After the payment in full in cash of the Excess Term Loan Debt, Term Loan Agent shall take the same actions set out in Section 5.2(b) above to be taken by the Term Loan Agent upon the Discharge of Term Loan Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to ABL Agent. (e) Each Grantor acknowledges and agrees to the delivery or transfer of control by ABL Agent to Term Loan Agent, and by Term Loan Agent to ABL Agent, of any such Collateral and waives and releases ABL Agent and the other ABL Secured Parties, and Term Loan Agent and the other Term Loan Secured Parties, from any liability as a result of such action. Each Grantor shall take such further actions as are reasonably required to effectuate the transfer contemplated in this Section 5.2 and shall indemnify the Agent having the first priority Lien prior to such transfer for loss or damage suffered by such Agent as a result of such transfer, except to the extent resulting from such Agent’s own gross negligence or willful misconduct as determined pursuant to a final, non-appealable order of a court of competent jurisdiction.

Transfer of Pledged Collateral. (a) Upon the Discharge of ABL Debt, to the extent permitted under applicable law, upon the request of Term Loan Agent: (i) ABL Agent shall, without recourse or warranty, transfer the possession and control of the Pledged Collateral, if any, then in its possession or control to Term Loan Agent, except in the event and to the extent (A) ABL Agent or any other ABL Secured Party has retained or otherwise acquired such Collateral in full or partial satisfaction of any of the ABL Debt, (B) such Collateral is sold or otherwise disposed of by ABL Agent or any other ABL Secured Party or by a Grantor as provided herein or in the ABL Documents or (C) it is otherwise required by any order of any court or other governmental authority or applicable law or would result in the risk of liability of ABL Secured Party to any third partyauthority. (ii) In connection with any transfer described herein to Term Loan Agent, ABL Agent agrees to take reasonable actions in its power (with all reasonable and documented costs and expenses in connection therewith to be for the account of Term Loan Agent and to be paid by Grantorsthe Grantors in accordance with the terms of the Term Loan Documents) as shall be reasonably requested by Term Loan Agent to permit Term Loan Agent to obtain, for the benefit of the Term Loan Secured Parties, a first priority security interest in the such Pledged Collateral, including in connection with the terms of any Collateral Access Agreement (as such term is defined in the ABL Agreement)) relating to such Pledged Collateral, whether with a landlord, processor, warehouse or other third party or any Deposit Account Control Agreement (as such term is defined in the ABL Agreement), with respect to any such agreement delivered on or after the date hereof, ABL Agent shall notify the other parties thereto that it is no longer the “Secured Party Representative”, “Agent Representative”, “Lender Representative” or otherwise entitled to act under such agreement and shall confirm to such parties that Term Loan Agent is thereafter the “Secured Party Representative”, “Agent Representative”, “Lender Representative” as any of such terms are used in any such agreement and is otherwise entitled to the rights of the secured party under such agreement. (iii) The foregoing provision shall not impose on ABL Agent or any other ABL Secured Party any obligations which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law. (b) Upon the Discharge of Term Loan Debt, to the extent permitted under applicable law, upon the request of ABL Agent, : (i) Term Loan Agent shall, without recourse or warranty, transfer the possession and control of the Pledged Collateral, if any, then in its possession or control to ABL Agent, except in the event and to the extent (iA) Term Loan Agent or any other Term Loan Secured Party has retained or otherwise acquired such Collateral in full or partial satisfaction of any of the Term Loan Debt, (iiB) such Collateral is sold or otherwise disposed of by Term Loan Agent or any other Term Loan Secured Party or by a Grantor as provided herein or in the Term Loan Documents or (iiiC) it is otherwise required by any order of any court or other governmental authority or applicable law or would result in the risk of liability of Term Loan Secured Party to any third party. authority. (ii) In connection with any transfer described herein to ABL Agent, Term Loan Agent agrees to take reasonable actions in its power (with all reasonable and documented costs and expenses in connection therewith to be for the account of ABL Agent and to be paid by GrantorsGrantors in accordance with the terms of the ABL Documents) as shall be reasonably requested by ABL Agent to permit ABL Agent to obtain, for the benefit of the ABL Secured Parties, a first priority security interest in the Pledged Collateral. . (iii) The foregoing provision shall not impose on Term Loan Agent or any other Term Loan Secured Party any obligations which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law. (c) After both the Discharge of ABL Debt and the Discharge of Term Loan Debt, but prior to the payment in full in cash of the Excess ABL Debt, Term Loan Agent shall take the same actions set out in Section 5.2(a) above to be taken by the ABL Agent upon the Discharge of ABL Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to ABL Agent. After the payment in full in cash of the Excess ABL Debt, ABL Agent shall take the same actions set out in Section 5.2(a) above to be taken by the ABL Agent upon the Discharge of ABL Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to Term Loan Agent. (d) After both the Discharge of Term Loan Debt and the Discharge of ABL Debt, but prior to the payment in full in cash of the Excess Term Loan Debt, ABL Agent shall take the same actions set out in Section 5.2(b) above to be taken by the Term Loan Agent upon the Discharge of Term Loan Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to Term Loan Agent. After the payment in full in cash of the Excess Term Loan Debt, Term Loan Agent shall take the same actions set out in Section 5.2(b) above to be taken by the Term Loan Agent upon the Discharge of Term Loan Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to ABL Agent. (e) Each Grantor acknowledges and agrees to the delivery or transfer of control by ABL Agent to Term Loan Agent, and by Term Loan Agent to ABL Agent, of any such Collateral and waives and releases ABL Agent and the other ABL Secured Parties, and Term Loan Agent and the other Term Loan Secured Parties, from any liability as a result of such action, except to the extent resulting from such Agent’s own gross negligence or willful misconduct as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. Each Grantor shall take such further actions as are reasonably required to effectuate the transfer contemplated in this Section 5.2 and shall indemnify the Agent having the first senior priority Lien prior to such transfer for loss or damage suffered by such Agent as a result of such transfer, except to the extent resulting from such Agent’s own gross negligence or willful misconduct as determined pursuant to a final, non-appealable order of a court of competent jurisdiction.

Transfer of Pledged Collateral. (a) Upon the Discharge of ABL Debt, to the extent permitted under applicable law, upon the request of Term Loan Agent: (i) ABL Agent shall, without recourse or warranty, transfer the possession and control of the Pledged Collateral, if any, then in its possession or control to Term Loan Agent, except in the event and to the extent (A) ABL Agent or any other ABL Secured Party has retained or otherwise acquired such Collateral in full or partial satisfaction of any of the ABL Debt, (B) such Collateral is sold or otherwise disposed of by ABL Agent or any other ABL Secured Party or by a Grantor as provided herein or (C) it is otherwise required by any order of any court or other governmental authority or applicable law or would result in the risk of liability of ABL Secured Party to any third party. (ii) In connection with any transfer described herein to Term Loan Agent, ABL Agent agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be for the account of Term Loan Agent and to be paid by Grantors) as shall be reasonably requested by Term Loan Agent to permit Term Loan Agent to obtain, for the benefit of the Term Loan Secured Parties, a first priority security interest in the Pledged Collateral, including in connection with the terms of any Collateral Access Agreement (as defined in the ABL Agreement), whether with a landlord, processor, warehouse or other third party or any Deposit Account Control Agreement (as defined in the ABL Agreement), with respect to any such agreement delivered on or after the date hereof, ABL Agent shall notify the other parties thereto that it is no longer the “Secured Party Representative”, “Agent Representative”, “Lender Representative” or otherwise entitled to act under such agreement and shall confirm to such parties that Term Loan Agent is thereafter the “Secured Party Representative”, “Agent Representative”, “Lender Representative” as any of such terms are used in any such agreement and is otherwise entitled to the rights of the secured party under such agreement. (iii) The foregoing provision shall not impose on ABL Agent or any other ABL Secured Party any obligations which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law. (b) Upon the Discharge of Term Revolving Loan Debt, to the extent permitted under applicable law, upon the request of ABL Notes Agent, Term Revolving Loan Agent shall, without recourse or warranty, transfer the possession and control of the Pledged Collateral, if any, then in its possession or control to ABL Notes Agent, except in the event and to the extent (i9) Term Revolving Loan Agent or any other Term Revolving Loan Secured Party has retained or otherwise acquired such Collateral in full or partial satisfaction of any of the Term Revolving Loan Debt, (ii10) such Collateral is sold or otherwise disposed of by Term Revolving Loan Agent or any other Term Revolving Loan Secured Party or by a Grantor as provided herein or (iii11) it is otherwise required by any order of any court or other governmental authority or applicable law or would result in the risk of liability of Term Revolving Loan Secured Party to any third party. In connection with any transfer described herein to ABL Agent, Term Loan Agent agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be for the account of ABL Agent and to be paid by Grantors) as shall be reasonably requested by ABL Agent to permit ABL Agent to obtain, for the benefit of the ABL Secured Parties, a first priority security interest in the Pledged Collateral. The foregoing provision shall not impose on Term Revolving Loan Agent or any other Term Revolving Loan Secured Party any obligations which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law. In connection with any transfer described herein to Notes Agent, Revolving Loan Agent agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be for the account of Notes Agent and to be paid by B&L Supply) as shall be reasonably requested by Notes Agent to permit Notes Agent to obtain, for the benefit of the Notes Secured Parties, a first priority security interest in the Pledged Collateral. (cb) After both Upon the Discharge of ABL Debt and the Discharge of Term Loan Notes Debt, but prior to the payment in full in cash of the Excess ABL Debtextent permitted under applicable law, Term Loan Agent shall take the same actions set out in Section 5.2(a) above to be taken by the ABL Agent upon the Discharge request of ABL Debt so as to Revolving Loan Agent, Notes Agent shall, without recourse or warranty, transfer the possession and control and related rights to of the Pledged Collateral back Collateral, if any, then in its possession or control to ABL Agent. After the payment in full in cash of the Excess ABL Debt, ABL Agent shall take the same actions set out in Section 5.2(a) above to be taken by the ABL Agent upon the Discharge of ABL Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to Term Loan Agent. (d) After both the Discharge of Term Loan Debt and the Discharge of ABL Debt, but prior to the payment in full in cash of the Excess Term Loan Debt, ABL Agent shall take the same actions set out in Section 5.2(b) above to be taken by the Term Loan Agent upon the Discharge of Term Loan Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to Term Loan Agent. After the payment in full in cash of the Excess Term Loan Debt, Term Loan Agent shall take the same actions set out in Section 5.2(b) above to be taken by the Term Loan Agent upon the Discharge of Term Loan Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to ABL Agent. (e) Each Grantor acknowledges and agrees to the delivery or transfer of control by ABL Agent to Term Revolving Loan Agent, except in the event and to the extent (12) Notes Agent or any other Notes Secured Party has retained or otherwise acquired such Collateral in full or partial satisfaction of any of the Notes Debt, (13) such Collateral is sold or otherwise disposed of by Term Notes Agent or any other Notes Secured Party or by a Grantor as provided herein or (14) it is otherwise required by any order of any court or other governmental authority or applicable law or would result in the risk of liability of Notes Secured Party to any third party. The foregoing provision shall not impose on Notes Agent or any other Notes Secured Party any obligations which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law. In connection with any transfer described herein to Revolving Loan Agent, Notes Agent agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be for the account of Revolving Loan Agent and to be paid by B&L Supply) as shall be reasonably requested by Revolving Loan Agent to ABL Agent, of any such Collateral and waives and releases ABL Agent and the other ABL Secured Parties, and Term permit Revolving Loan Agent and to obtain, for the other Term benefit of the Revolving Loan Secured Parties, from any liability as a result of such action. Each Grantor shall take such further actions as are reasonably required to effectuate the transfer contemplated in this Section 5.2 and shall indemnify the Agent having the first priority Lien prior to such transfer for loss or damage suffered by such Agent as a result of such transfer, except to security interest in the extent resulting from such Agent’s own gross negligence or willful misconduct as determined pursuant to a final, non-appealable order of a court of competent jurisdictionPledged Collateral.

Transfer of Pledged Collateral. (a) Upon ABL Agent hereby agrees that upon the Discharge Payment in Full of the ABL Debt, to the extent permitted under by applicable law, upon the written request of Term Loan Agent: (i) ABL Agent shall, without recourse or warranty, transfer the possession and control of the Pledged Collateral, if any, then in its possession or control to Term Loan Agent, except in the event and to the extent (A) ABL Agent or any other ABL Secured Party has retained or otherwise acquired such Collateral in full or partial satisfaction of any of the ABL Debt, (B) such Collateral is sold or otherwise disposed of by ABL Agent or any other ABL Secured Party or by a Grantor as provided herein or (C) it is otherwise required by any order of any court or other governmental authority or applicable law or would result in the risk of liability of ABL Secured Party to any third party. (ii) In connection with any transfer described herein to Term Loan Agent, ABL Agent agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be for the account of Term Loan Agent and to be paid by Grantors): (i) as shall be reasonably requested by Term Loan ABL Agent shall, without recourse or warranty, take commercially reasonable steps to permit Term Loan Agent to obtain, for transfer the benefit possession and control of the Term Loan Secured Parties, a first priority security interest in the Pledged Collateral, including if any, then in its possession or control, to Term Loan Agent, except in the event and to the extent (A) such Collateral is sold, liquidated, or otherwise disposed of by any of the ABL Claimholders or by a Grantor as provided herein in full or partial satisfaction of any of the ABL Debt or (B) it is otherwise required by any order of any court or other governmental authority or applicable law; and (ii) in connection with the terms of any Collateral Access Agreement (as defined in the ABL Agreement)collateral access agreement, whether with a landlord, processor, warehouse warehouseman, or other third party or any Deposit Account Control Agreement (as defined in the ABL Agreement), with respect to any such agreement delivered on or after the date hereofcontrol agreement, ABL Agent shall notify the other parties thereto that it its rights thereunder have been assigned to Term Loan Agent (to the extent such assignment is no longer not prohibited by the “Secured Party Representative”, “Agent Representative”, “Lender Representative” or otherwise entitled to act under terms of such agreement agreement) and shall confirm to such parties that Term Loan Agent is thereafter the “Secured Party Representative”, “Agent Representative”, “Lender RepresentativeAgent” (or other comparable term) as any of such terms are term is used in any such agreement and is otherwise entitled to the rights of the secured party under such agreement. (iii) The foregoing provision shall not impose on ABL Agent or any other ABL Secured Party any obligations which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law. (b) Upon Term Loan Agent hereby agrees that upon the Discharge Payment in Full of the Term Loan Debt, to the extent permitted under by applicable law, upon the written request of ABL Agent, Term Loan Agent shall, without recourse or warranty, transfer the possession and control of the Pledged Collateral, if any, then in its possession or control to ABL Agent, except in the event and to the extent (i) Term Loan Agent or any other Term Loan Secured Party has retained or otherwise acquired such Collateral in full or partial satisfaction of any of the Term Loan Debt, (ii) such Collateral is sold or otherwise disposed of by Term Loan Agent or any other Term Loan Secured Party or by a Grantor as provided herein or (iii) it is otherwise required by any order of any court or other governmental authority or applicable law or would result in the risk of liability of Term Loan Secured Party to any third party. In connection with any transfer described herein to ABL Agent, Term Loan Agent agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be for the account of ABL Agent and to be paid by Grantors): (i) as shall be reasonably requested by ABL Term Loan Agent shall, without recourse or warranty, take commercially reasonable steps to permit ABL Agent to obtain, for transfer the benefit possession and control of the ABL Secured Parties, a first priority security interest in the Pledged Collateral. , if any, then in its possession or control, to ABL Agent, except in the event and to the extent (A) such Collateral is sold, liquidated, or otherwise disposed of by any of the Term Loan Claimholders or by a Grantor as provided herein in full or partial satisfaction of any of the Term Loan Debt or (B) it is otherwise required by any order of any court or other governmental authority or applicable law; and (ii) in connection with the terms of any collateral access agreement, whether with a landlord, processor, warehouseman, or other third party or any control agreement, Term Loan Agent shall notify the other parties thereto that its rights thereunder have been assigned to ABL Agent (to the extent such assignment is not prohibited by the terms of such agreement) and shall confirm to such parties that ABL Agent is thereafter the “Agent” (or other comparable term) as such term is used in any such agreement and is otherwise entitled to the rights of the secured party under such agreement. (c) The foregoing provision provisions shall not impose on any of the ABL Claimholders or any of the Term Loan Agent or any other Term Loan Secured Party Claimholders any obligations which that would conflict with prior perfected claims therein in favor of any other person Person or any order or decree of any court or other governmental authority or any applicable lawlaw or give rise to risk of legal liability. (c) After both the Discharge of ABL Debt and the Discharge of Term Loan Debt, but prior to the payment in full in cash of the Excess ABL Debt, Term Loan Agent shall take the same actions set out in Section 5.2(a) above to be taken by the ABL Agent upon the Discharge of ABL Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to ABL Agent. After the payment in full in cash of the Excess ABL Debt, ABL Agent shall take the same actions set out in Section 5.2(a) above to be taken by the ABL Agent upon the Discharge of ABL Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to Term Loan Agent. (d) After both the Discharge of Term Loan Debt and the Discharge of ABL Debt, but prior to the payment in full in cash of the Excess Term Loan Debt, ABL Agent shall take the same actions set out in Section 5.2(b) above to be taken by the Term Loan Agent upon the Discharge of Term Loan Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to Term Loan Agent. After the payment in full in cash of the Excess Term Loan Debt, Term Loan Agent shall take the same actions set out in Section 5.2(b) above to be taken by the Term Loan Agent upon the Discharge of Term Loan Debt so as to transfer the possession and control and related rights to the Pledged Collateral back to ABL Agent. (e) Each Grantor acknowledges and agrees to the delivery or transfer of control by ABL Agent to Term Loan Agent, and by Term Loan Agent to ABL Agent, of any such Collateral and waives and releases ABL Agent and the other ABL Secured Parties, and Term Loan Agent and the other Term Loan Secured Parties, from any liability as a result of such action. Each Grantor shall take such further actions as are reasonably required to effectuate the transfer contemplated in this Section 5.2 and shall indemnify the Agent having the first priority Lien prior to such transfer for loss or damage suffered by such Agent as a result of such transfer, except to the extent resulting from such Agent’s own gross negligence or willful misconduct as determined pursuant to a final, non-appealable order of a court of competent jurisdiction.