Common use of Similar Collateral and Agreements Clause in Contracts

Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Revolver Collateral and the Term Loan Collateral be identical. In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by the Revolver Agent or the Term Loan Agent, the specific assets included in the Revolver Collateral and the Term Loan Collateral, the steps taken to perfect the Revolver Liens and the Term Loan Liens thereon and the identity of the respective parties obligated under the Revolver Documents and the Term Loan Documents in respect of the Revolver Obligations and the Term Loan Obligations, respectively, (b) that the Term Loan Security Documents creating Liens on the Shared Collateral shall be in all material respects the same forms of documents as the respective Revolver Security Documents creating Liens on the Shared Collateral other than (i) such modifications to such Term Loan Security Documents which are less restrictive than the corresponding Revolver Security Documents and (ii) provisions in the Term Loan Security Documents which are solely applicable to the rights and duties of the Collateral Trustee and (c) that at no time shall there be any Grantor that is an obligor in respect of the Term Loan Obligations that is not also an obligor in respect of the Revolver Obligations or an obligor in respect of the Revolver Obligations that is not also an obligor in respect of the Term Loan Obligations. The intention of the parties hereto that their interests in the Shared Collateral be identical may not be construed as a condition to the grant, attachment or perfection of any Lien held by any of the Priority Secured Parties, nor shall it be construed to confer on any third party any right, interest or priority superior to that which such party would hold in the absence of such intention. To the extent that, notwithstanding the intentions and obligations stated above, the interests of the parties hereto in the Shared Collateral are not identical, then the provisions of the last sentence of Section 4.03 above shall govern.

Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Revolver Priority Lien Collateral and the Term Loan Second Lien Collateral be identical, provided, however, notwithstanding anything herein to the contrary, in no event shall the Priority Lien Agent, any Priority Lien Secured Party (other than the Revolving Credit Agreement Agent and the Revolving Credit Agreement Secured Parties), the Second Lien Collateral Agent or any Second Lien Secured Party have a Lien on any Pari Passu Excluded Collateral. In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by the Revolver Priority Lien Agent or the Term Loan Second Lien Collateral Agent, the specific assets included in the Revolver Priority Lien Collateral and the Term Loan Second Lien Collateral, the steps taken to perfect the Revolver Priority Liens and the Term Loan Second Liens thereon and the identity of the respective parties obligated under the Revolver Priority Lien Documents and the Term Loan Second Lien Documents in respect of the Revolver Priority Lien Obligations and the Term Loan Second Lien Obligations, respectively, (b) that the Term Loan Second Lien Security Documents creating providing for the Second Liens on the Shared Collateral shall be in all material respects the same forms of documents providing for the Priority Liens as the respective Revolver Priority Lien Security Documents creating Liens on the Shared Collateral other than as to (i) the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Term Loan Second Lien Security Documents which are less restrictive than the corresponding Revolver Priority Lien Security Documents and Documents, (iiiii) provisions in the Term Loan Second Lien Security Documents which are relate solely applicable to the rights and duties of the Second Lien Collateral Trustee Agent and the other Second Lien Secured Parties, and (iv) such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities, and (v) excluding any Lien upon the Pari Passu Excluded Collateral, (c) that at no time shall there be any Grantor that is an obligor in respect of the Term Loan Second Lien Obligations that is not also an obligor in respect of the Revolver Obligations or an obligor in respect of the Revolver Obligations that is not also an obligor in respect of the Term Loan Priority Lien Obligations. The intention of the parties hereto that their interests in the Shared Collateral be identical may not be construed as a condition to the grant, attachment or perfection of any Lien held by any of the Priority Secured Parties, nor shall it be construed to confer on any third party any right, interest or priority superior to that which such party would hold in the absence of such intention. To the extent that, notwithstanding the intentions and obligations stated above, the interests of the parties hereto in the Shared Collateral are not identical, then the provisions of the last sentence of Section 4.03 above shall govern.

Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Revolver Priority Lien Collateral, the Second Lien Collateral and the Term Loan Third Lien Collateral be identicalidentical (except that (x) the Priority Lien Obligations may be secured by less than all the assets in the Second Lien Collateral and the Third Lien Collateral, to the extent permitted or required by the Priority Lien Documents, (y) the Second Lien Obligations may be secured by less than all the assets in the Priority Lien Collateral and the Third Lien Collateral, to the extent permitted or required by the Second Lien Documents, and (z) the Third Lien Obligations may be secured by less than all the assets in the Priority Lien Collateral and the Second Lien Collateral, to the extent permitted or required by the Third Lien Documents). In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by the Revolver Agent Priority Lien Agent, the Second Lien Collateral Trustee or the Term Loan AgentThird Lien Collateral Trustee, the specific assets included in the Revolver Priority Lien Collateral, the Second Lien Collateral and the Term Loan Third Lien Collateral, the steps taken to perfect the Revolver Priority Liens, the Second Liens and the Term Loan Third Liens thereon and the identity of the respective parties obligated under the Revolver Priority Lien Documents, the Second Lien Documents and the Term Loan Third Lien Documents in respect of the Revolver Priority Lien Obligations, the Second Lien Obligations and the Term Loan Third Lien Obligations, respectively, (b) that the Term Loan Second Lien Security Documents creating Liens on the Shared Collateral shall be in all material respects the same forms of documents as the respective Revolver Priority Lien Security Documents creating Liens on the Shared Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such modifications to such Term Loan Second Lien Security Documents which are less restrictive than the corresponding Revolver Priority Lien Security Documents and Documents, (iiiii) provisions in the Term Loan Second Lien Security Documents which are solely applicable to the rights and duties of the Collateral Trustee Second Lien Secured Parties, and (iv) such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities, (c) that the Third Lien Security Documents creating Liens on the Collateral shall be in all material respects the same forms of documents as the respective Priority Lien Security Documents and Second Lien Security Documents creating Liens on the Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such modifications to such Third Lien Security Documents which are less restrictive than the corresponding Priority Lien Security Documents and Second Lien Security Documents, (iii) provisions in the Third Lien Security Documents which are solely applicable to the rights and duties of the Third Lien Secured Parties, and (iv) such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities, (d) that at no time shall there be any Grantor that is an obligor in respect of the Term Loan Second Lien Obligations that is not also an obligor in respect of the Revolver Priority Lien Obligations or (except to the extent otherwise permitted by the Priority Lien Documents), (e) that at no time shall there be any Grantor that is an obligor in respect of the Revolver Third Lien Obligations that is not also an obligor in respect of the Term Loan Obligations. The intention of Priority Lien Obligations (except as otherwise permitted by the parties hereto that their interests in Priority Lien Documents) and the Shared Collateral be identical may not be construed as a condition Second Lien Obligations (except to the grantextent otherwise permitted by the Second Lien Documents), attachment or perfection of any Lien held by any and (f) that at no time shall there be a Grantor that is an obligor in respect of the Priority Secured Parties, nor shall it be construed to confer on any third party any right, interest or priority superior to Lien Obligations that which such party would hold is not also an obligor in the absence of such intention. To the extent that, notwithstanding the intentions and obligations stated above, the interests respect of the parties hereto in Second Lien Obligations and the Shared Collateral are not identical, then the provisions of the last sentence of Section 4.03 above shall governThird Lien Obligations.

Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Revolver Priority Lien Collateral and the Term Loan Second Lien Collateral be identical. In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by the Revolver Priority Lien Agent or the Term Loan Second Lien Collateral Agent, the specific assets included in the Revolver Priority Lien Collateral and the Term Loan Second Lien Collateral, the steps taken to perfect the Revolver Priority Liens Active.18117613.5 and the Term Loan Second Liens thereon and the identity of the respective parties obligated under the Revolver Priority Lien Documents and the Term Loan Second Lien Documents in respect of the Revolver Priority Lien Obligations and the Term Loan Second Lien Obligations, respectively, (b) that the Term Loan Second Lien Security Documents creating Liens on the Shared Collateral shall be in all material respects the same forms of documents as the respective Revolver Priority Lien Security Documents creating Liens on the Shared Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Term Loan Second Lien Security Documents which are less restrictive than the corresponding Revolver Priority Lien Security Documents and Documents, (iiiii) provisions in the Term Loan Second Lien Security Documents which are solely applicable to the rights and duties of the Second Lien Collateral Trustee Agent, and (iv) if applicable, deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities, and (c) that at no time shall there be any Grantor that is an obligor in respect of the Term Loan Second Lien Obligations that is not also an obligor in respect of the Revolver Obligations or an obligor in respect of the Revolver Obligations that is not also an obligor in respect of the Term Loan Priority Lien Obligations. The intention of the parties hereto that their interests in the Shared Collateral be identical may not be construed as a condition to the grant, attachment or perfection of any Lien held by any of the Priority Secured Parties, nor shall it be construed to confer on any third party any right, interest or priority superior to that which such party would hold in the absence of such intention. To the extent that, notwithstanding the intentions and obligations stated above, the interests of the parties hereto in the Shared Collateral are not identical, then the provisions of the last sentence of Section 4.03 above shall govern.

Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Revolver First-Out Collateral and the Term Loan Second-Out Collateral be identical. In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by the Revolver First-Out Agent or the Term Loan Second-Out Agent, the specific assets included in the Revolver First-Out Collateral and the Term Loan Second-Out Collateral, the steps taken to perfect the Revolver First-Out Liens and the Term Loan Second-Out Liens thereon and the identity of the respective parties obligated under the Revolver First-Out Documents and the Term Loan Second-Out Documents in respect of the Revolver First-Out Obligations and the Term Loan Second-Out Obligations, respectively, (b) that the Term Loan Second-Out Security Documents creating Liens on the Shared Collateral shall be in all material respects the same forms of documents as the respective Revolver First-Out Security Documents creating Liens on the Shared Collateral other than (i) such modifications to such Term Loan Second–Out Security Documents which are less restrictive than the corresponding Revolver First-Out Security Documents and (ii) provisions in the Term Loan Second-Out Security Documents which are solely applicable to the rights and duties of the Collateral Trustee Second-Out Agent and (c) that at no time shall there be any Grantor that is an obligor in respect of the Term Loan Second-Out Obligations that is not also an obligor in respect of the Revolver Obligations or an obligor in respect of the Revolver Obligations that is not also an obligor in respect of the Term Loan First-Out Obligations. The intention of the parties hereto that their interests in the Shared Collateral be identical may not be construed as a condition to the grant, attachment or perfection of any Lien held by any of the Priority Secured Parties, nor shall it be construed to confer on any third party any right, interest or priority superior to that which such party would hold in the absence of such intention. To the extent that, notwithstanding the intentions and obligations stated above, the interests of the parties hereto in the Shared Collateral are not identical, then the provisions of the last sentence of Section 4.03 2.03 above shall govern.

Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Revolver Priority Lien Collateral, the Second Lien Collateral and the Term Loan Third Lien Collateral be identicalidentical (other than with respect to Excluded Assets of the type described in clause (i) of the definition thereof, which shall not constitute Second Lien Collateral or Third Lien Collateral). In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by the Revolver Agent Priority Lien Agent, the Second Lien Collateral Trustee or the Term Loan AgentThird Lien Collateral Trustee, the specific assets included in the Revolver Priority Lien Collateral, the Second Lien Collateral and the Term Loan Third Lien Collateral, the steps taken to perfect the Revolver Priority Liens, the Second Liens and the Term Loan Third Liens thereon and the identity of the respective parties obligated under the Revolver Priority Lien Documents, the Second Lien Documents and the Term Loan Third Lien Documents in respect of the Revolver Priority Lien Obligations, the Second Lien Obligations and the Term Loan Third Lien Obligations, respectively, (b) that the Term Loan Second Lien Security Documents creating Liens on the Shared Collateral shall be in all material respects the same forms of documents as the respective Revolver Priority Lien Security Documents creating Liens on the Shared Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Term Loan Second Lien Security Documents which are less restrictive than the corresponding Revolver Priority Lien Security Documents and Documents, (iiiii) provisions in the Term Loan Second Lien Security Documents which are solely applicable to the rights and duties of the Second Lien Collateral Trustee and/or the Second Lien Collateral Trustee, and (iv) with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities, (c) that the Third Lien Security Documents creating Liens on the Collateral shall be in all material respects the same forms of documents as the respective Priority Lien Security Documents and Second Lien Security Documents creating Liens on the Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Third Lien Security Documents which are less restrictive than the corresponding Priority Lien Security Documents and Second Lien Security Documents, (iii) provisions in the Third Lien Security Documents which are solely applicable to the rights and duties of the Third Lien Collateral Trustee, and (iv) with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities, (d) that at no time shall there be any Grantor that is an obligor in respect of the Term Loan Second Lien Obligations that is not also an obligor in respect of the Revolver Priority Lien Obligations or and (e) that at no time shall there be any Grantor that is an obligor in respect of the Revolver Third Lien Obligations that is not also an obligor in respect of the Term Loan Priority Lien Obligations and the Second Lien Obligations. The intention of the parties hereto that their interests in the Shared Collateral be identical may not be construed as a condition to the grant, attachment or perfection of any Lien held by any of the Priority Secured Parties, nor shall it be construed to confer on any third party any right, interest or priority superior to that which such party would hold in the absence of such intention. To the extent that, notwithstanding the intentions and obligations stated above, the interests of the parties hereto in the Shared Collateral are not identical, then the provisions of the last sentence of Section 4.03 above shall govern.

Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Revolver Priority Lien Collateral and the Term Loan Second Lien Collateral be identical. In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by the Revolver Priority Lien Agent or the Term Loan Second Lien Collateral Agent, the specific assets included in the Revolver Priority Lien Collateral and the Term Loan Second Lien Collateral, the steps taken to perfect the Revolver Priority Liens and the Term Loan Second Liens thereon and the identity of the respective parties obligated under the Revolver Priority Lien Documents and the Term Loan Second Lien Documents in respect of the Revolver Priority Lien Obligations and the Term Loan Second Lien Obligations, respectively, (b) that the Term Loan Second Lien Security Documents creating Liens on the Shared Collateral shall be in all material respects the same forms of documents as the respective Revolver Priority Lien Security Documents creating Liens on the Shared Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Term Loan Second Lien Security Documents which are less restrictive than the corresponding Revolver Priority Lien Security Documents and Documents, (iiiii) provisions in the Term Loan Second Lien Security Documents which are solely applicable to the rights and duties of the Second Lien Collateral Trustee Agent and/or the Second Lien Trustee, and (iv) with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities, and (c) that at no time shall there be any Grantor that is an obligor in respect of the Term Loan Second Lien Obligations that is not also an obligor in respect of the Revolver Obligations or an obligor in respect of the Revolver Obligations that is not also an obligor in respect of the Term Loan Priority Lien Obligations. The intention of the parties hereto that their interests in the Shared Collateral be identical may not be construed as a condition to the grant, attachment or perfection of any Lien held by any of the Priority Secured Parties, nor shall it be construed to confer on any third party any right, interest or priority superior to that which such party would hold in the absence of such intention. To the extent that, notwithstanding the intentions and obligations stated above, the interests of the parties hereto in the Shared Collateral are not identical, then the provisions of the last sentence of Section 4.03 above shall govern.

Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Revolver Priority Lien Collateral, the Second Lien Collateral and the Term Loan Third Lien Collateral be identical. In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by the Revolver Agent Priority Lien Agent, the Second Lien Collateral Trustee or the Term Loan AgentThird Lien Collateral Trustee, the specific assets included in the Revolver Priority Lien Collateral, the Second Lien Collateral and the Term Loan Third Lien Collateral, the steps taken to perfect the Revolver Priority Liens, the Second Liens and the Term Loan Third Liens thereon and the identity of the respective parties obligated under the Revolver Priority Lien Documents, the Second Lien Documents and the Term Loan Third Lien Documents in respect of the Revolver Priority Lien Obligations, the Second Lien Obligations and the Term Loan Third Lien Obligations, respectively, (b) that the Term Loan Second Lien Security Documents creating Liens on the Shared Collateral shall be in all material respects the same forms of documents as the respective Revolver Priority Lien Security Documents creating Liens on the Shared Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Term Loan Second Lien Security Documents which are less restrictive than the corresponding Revolver Priority Lien Security Documents and Documents, (iiiii) provisions in the Term Loan Second Lien Security Documents which are solely applicable to the rights and duties of the Second Lien Collateral Trustee and/or the Second Lien Trustee, and (iv) with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities, (c) that the Third Lien Security Documents creating Liens on the Collateral shall be in all material respects the same forms of documents as the respective Priority Lien Security Documents and Second Lien Security Documents creating Liens on the Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Third Lien Security Documents which are less restrictive than the corresponding Priority Lien Security Documents and Second Lien Security Documents, (iii) provisions in the Third Lien Security Documents which are solely applicable to the rights and duties of the Third Lien Collateral Trustee, and (iv) with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities, (d) that at no time shall there be any Grantor that is an obligor in respect of the Term Loan Second Lien Obligations that is not also an obligor in respect of the Revolver Priority Lien Obligations or and (e) that at no time shall there be any Grantor that is an obligor in respect of the Revolver Third Lien Obligations that is not also an obligor in respect of the Term Loan Priority Lien Obligations and the Second Lien Obligations. The intention of the parties hereto that their interests in the Shared Collateral be identical may not be construed as a condition to the grant, attachment or perfection of any Lien held by any of the Priority Secured Parties, nor shall it be construed to confer on any third party any right, interest or priority superior to that which such party would hold in the absence of such intention. To the extent that, notwithstanding the intentions and obligations stated above, the interests of the parties hereto in the Shared Collateral are not identical, then the provisions of the last sentence of Section 4.03 above shall govern.

Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Revolver Priority Lien Collateral and the Term Loan Second Lien Collateral be identical. In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by the Revolver Priority Lien Agent or the Term Loan Second Lien Agent, the specific assets included in the Revolver Priority Lien Collateral and the Term Loan Second Lien Collateral, the steps taken to perfect the Revolver Priority Liens and the Term Loan Liens thereon Second Liens, and the identity of the respective parties obligated under the Revolver Priority Lien Documents and the Term Loan Second Lien Documents in respect of the Revolver Priority Lien Obligations and the Term Loan Second Lien Obligations, respectively, (b) that the Term Loan Second Lien Security Documents creating Liens on the Shared Collateral shall be in all material respects the same forms of documents as the respective Revolver Priority Lien Security Documents creating Liens on the Shared Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Term Loan Second Lien Security Documents which are less restrictive than the corresponding Revolver Priority Lien Security Documents and Documents, (iiiii) provisions in the Term Loan Second Lien Security Documents which are solely applicable to the rights and duties of the Collateral Trustee Second Lien Agent or the other Second Lien Secured Parties, and (iv) with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing debt securities sold in similar private transactions that are not subject to the registration requirements of the Securities Act and (c) that at no time shall there be any Grantor that is an obligor in respect of the Term Loan Second Lien Obligations that is not also an obligor in respect of the Revolver Obligations or an obligor in respect of the Revolver Obligations that is not also an obligor in respect of the Term Loan Priority Lien Obligations. The intention of the parties hereto that their interests in the Shared Collateral be identical may not be construed as a condition to the grant, attachment or perfection of any Lien held by any of the Priority Secured Parties, nor shall it be construed to confer on any third party any right, interest or priority superior to that which such party would hold in the absence of such intention. To the extent that, notwithstanding the intentions and obligations stated above, the interests of the parties hereto in the Shared Collateral are not identical, then the provisions of the last sentence of Section 4.03 above shall govern.

Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Revolver Priority Lien Collateral and the Term Loan Second Lien Collateral be identical. In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by the Revolver Priority Lien Agent or the Term Loan AgentSecond Lien Collateral Trustee, the specific assets included in the Revolver Priority Lien Collateral and the Term Loan Second Lien Collateral, the steps taken to perfect the Revolver Priority Liens and the Term Loan Second Liens thereon and the identity of the respective parties obligated under the Revolver Priority Lien Documents and the Term Loan Second Lien Documents in respect of the Revolver Priority Lien Obligations and the Term Loan Second Lien Obligations, respectively, (b) that the Term Loan Second Lien Security Documents creating Liens on the Shared Collateral shall be in all material respects the same forms of documents as the respective Revolver Priority Lien Security Documents creating Liens on the Shared Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Term Loan Second Lien Security Documents which are less restrictive than the corresponding Revolver Priority Lien Security Documents and (iiiii) provisions in the Term Loan Second Lien Security Documents which are solely applicable to the rights and duties of the Second Lien Collateral Trustee and/or the Second Lien Trustee and (c) that at no time shall there be any Grantor that is an obligor in respect of the Term Loan Second Lien Obligations that is not also an obligor in respect of the Revolver Obligations or an obligor in respect of the Revolver Obligations that is not also an obligor in respect of the Term Loan Priority Lien Obligations. The intention of the parties hereto that their interests in the Shared Collateral be identical may not be construed as a condition to the grant, attachment or perfection of any Lien held by any of the Priority Secured Parties, nor shall it be construed to confer on any third party any right, interest or priority superior to that which such party would hold in the absence of such intention. To the extent that, notwithstanding the intentions and obligations stated above, the interests of the parties hereto in the Shared Collateral are not identical, then the provisions of the last sentence of Section 4.03 above shall govern.15 [VANGUARD AMENDED AND RESTATED INTERCREDITOR AGREEMENT]

Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Revolver First-Out Collateral and the Term Loan Second-Out Collateral be identical. In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, Signature Page CALIFORNIA RESOURCES CORPORATION - Fifth Amendment upon any reasonable request by the Revolver First-Out Agent or the Term Loan Second-Out Agent, the specific assets included in the Revolver First-Out Collateral and the Term Loan Second-Out Collateral, the steps taken to perfect the Revolver First-Out Liens and the Term Loan Second-Out Liens thereon and the identity of the respective parties obligated under the Revolver First-Out Documents and the Term Loan Second-Out Documents in respect of the Revolver First-Out Obligations and the Term Loan Second-Out Obligations, respectively, (b) that the Term Loan Second-Out Security Documents creating Liens on the Shared Collateral shall be in all material respects the same forms of documents as the respective Revolver First-Out Security Documents creating Liens on the Shared Collateral other than (i) such modifications to such Term Loan Second-Out Security Documents which are less restrictive than the corresponding Revolver First-Out Security Documents and (ii) provisions in the Term Loan Second-Out Security Documents which are solely applicable to the rights and duties of the Collateral Trustee Second-Out Agent and (c) that at no time shall there be any Grantor that is an obligor in respect of the Term Loan Second-Out Obligations that is not also an obligor in respect of the Revolver Obligations or an obligor in respect of the Revolver Obligations that is not also an obligor in respect of the Term Loan First-Out Obligations. The intention of the parties hereto that their interests in the Shared Collateral be identical may not be construed as a condition to the grant, attachment or perfection of any Lien held by any of the Priority Secured Parties, nor shall it be construed to confer on any third party any right, interest or priority superior to that which such party would hold in the absence of such intention. To the extent that, notwithstanding the intentions and obligations stated above, the interests of the parties hereto in the Shared Collateral are not identical, then the provisions of the last sentence of Section 4.03 2.03 above shall govern.

Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Revolver Priority Lien Collateral, the Second Lien Collateral and the Term Loan Third Lien Collateral be identical. In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by the Revolver Agent Priority Lien Agent, the Second Lien Collateral Trustee or the Term Loan AgentThird Lien Collateral Trustee, the specific assets included in the Revolver Priority Lien Collateral, the Second Lien Collateral and the Term Loan Third Lien Collateral, the steps taken to perfect the Revolver Priority Liens, the Second Liens and the Term Loan Third Liens thereon and the identity of the respective parties obligated under the Revolver Priority Lien Documents, the Second Lien Documents and the Term Loan Third Lien Documents in respect of the Revolver Priority Lien Obligations, the Second Lien Obligations and the Term Loan Third Lien Obligations, respectively, (b) that the Term Loan Second Lien Security Documents creating Liens on the Shared Collateral shall be in all material respects the same forms of documents as the respective Revolver Priority Lien Security Documents creating Liens on the Shared Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such modifications to such Term Loan Second Lien Security Documents which are less restrictive than the corresponding Revolver Priority Lien Security Documents and Documents, (iiiii) provisions in the Term Loan Second Lien Security Documents which are solely applicable to the rights and duties of the Collateral Trustee Second Lien Secured Parties, and (iv) such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities, (c) that the Third Lien Security Documents creating Liens on the Collateral shall be in all material respects the same forms of documents as the respective Priority Lien Security Documents and Second Lien Security Documents creating Liens on the Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such modifications to such Third Lien Security Documents which are less restrictive than the corresponding Priority Lien Security Documents and Second Lien Security Documents, (iii) provisions in the Third Lien Security Documents which are solely applicable to the rights and duties of the Third Lien Secured Parties, and (iv) such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities, (d) that at no time shall there be any Grantor that is an obligor in respect of the Term Loan Second Lien Obligations that is not also an obligor in respect of the Revolver Priority Lien Obligations or and (e) that at no time shall there be any Grantor that is an obligor in respect of the Revolver Third Lien Obligations that is not also an obligor in respect of the Term Loan Priority Lien Obligations and the Second Lien Obligations. The intention of the parties hereto that their interests in the Shared Collateral be identical may not be construed as a condition to the grant, attachment or perfection of any Lien held by any of the Priority Secured Parties, nor shall it be construed to confer on any third party any right, interest or priority superior to that which such party would hold in the absence of such intention. To the extent that, notwithstanding the intentions and obligations stated above, the interests of the parties hereto in the Shared Collateral are not identical, then the provisions of the last sentence of Section 4.03 above shall govern.

Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Revolver First-Out Collateral and the Term Loan Second-Out Collateral be identical. In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by the Revolver First-Out Agent or the Term Loan Second-Out Agent, the specific assets included in the Revolver First-Out Collateral and the Term Loan Second-Out Collateral, the steps taken to perfect the Revolver First-Out Liens and the Term Loan Second-Out Liens thereon and the identity of the respective parties obligated under the Revolver First-Out Documents and the Term Loan Second-Out Documents in respect of the Revolver First-Out Obligations and the Term Loan Second-Out Obligations, respectively, (b) that the Term Loan Second-Out Security Documents creating Liens on the Shared Collateral shall be in all material respects the same forms of documents as the respective Revolver First-Out Security Documents creating Liens on the Shared Collateral other than (i) such modifications to such Term Loan Second–Out Security Documents which are less restrictive than the corresponding Revolver First-Out Security Documents and (ii) provisions in the Term Loan Second-Out Security Documents which are solely applicable to the rights and duties of the Collateral Trustee Second-Out Agent and (c) that at no time shall there be any Grantor that is an obligor in respect of the Term Loan Second-Out Obligations that is not also an obligor in respect of the Revolver Obligations or an obligor in respect of the Revolver Obligations that is not also an obligor in respect of the Term Loan First-Out Obligations. The intention of the parties hereto that their interests in the Shared Collateral be identical may not be construed as a condition to the grant, attachment or perfection of any Lien held by any of the Priority Secured Parties, nor shall it be construed to confer on any third party any right, interest or priority superior to that which such party would hold in the absence of such intention. To the extent that, 19560366.30 notwithstanding the intentions and obligations stated above, the interests of the parties hereto in the Shared Collateral are not identical, then the provisions of the last sentence of Section 4.03 2.03 above shall govern.

Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Revolver Priority Lien Collateral, the Second Lien Collateral and the Term Loan Third Lien Collateral be identicalidentical (it being understood the Second Lien Collateral and Third Lien Collateral shall not include a grant of a Lien on the assets of EPL and its Subsidiaries prior to the occurrence of the Disqualifying Termination Condition). In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by the Revolver Agent Priority Lien Agent, the Second Lien Collateral Trustee or the Term Loan AgentThird Lien Collateral Trustee, the specific assets included in the Revolver Priority Lien Collateral, the Second Lien Collateral and the Term Loan Third Lien Collateral, the steps taken to perfect the Revolver Priority Liens, the Second Liens and the Term Loan Third Liens thereon and the identity of the respective parties obligated under the Revolver Priority Lien Documents, the Second Lien Documents and the Term Loan Third Lien Documents in respect of the Revolver Priority Lien Obligations, the Second Lien Obligations and the Term Loan Third Lien Obligations, respectively, (b) that the Term Loan Second Lien Security Documents creating Liens on the Shared Collateral shall be in all material respects the same forms of documents as the respective Revolver Priority Lien Security Documents creating Liens on the Shared Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Term Loan Second Lien Security Documents which are less restrictive than the corresponding Revolver Priority Lien Security Documents and Documents, (iiiii) provisions in the Term Loan Second Lien Security Documents which are solely applicable to the rights and duties of the Second Lien Collateral Trustee and/or the Second Lien Trustee, and (iv) with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities, (c) that the Third Lien Security Documents creating Liens on the Collateral shall be in all material respects the same forms of documents as the respective Priority Lien Security Documents and Second Lien Security Documents creating Liens on the Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Third Lien Security Documents which are less restrictive than the corresponding Priority Lien Security Documents and Second Lien Security Documents, (iii) provisions in the Third Lien Security Documents which are solely applicable to the rights and duties of the Third Lien Collateral Trustee, and (iv) with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities, (d) that at no time shall there be any Grantor that is an obligor in respect of the Term Loan Second Lien Obligations that is not also an obligor in respect of the Revolver Priority Lien Obligations or and (e) that at no time shall there be any Grantor that is an obligor in respect of the Revolver Third Lien Obligations that is not also an obligor in respect of the Term Loan Priority Lien Obligations and the Second Lien Obligations. The intention of the parties hereto that their interests in the Shared Collateral be identical may not be construed as a condition to the grant, attachment or perfection of any Lien held by any of the Priority Secured Parties, nor shall it be construed to confer on any third party any right, interest or priority superior to that which such party would hold in the absence of such intention. To the extent that, notwithstanding the intentions and obligations stated above, the interests of the parties hereto in the Shared Collateral are not identical, then the provisions of the last sentence of Section 4.03 above shall govern.

Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Revolver Priority Lien Collateral and the Term Loan Second Lien Collateral be identical. In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by the Revolver Priority Lien Agent or the Term Loan Second Lien Agent, the specific assets included in the Revolver Priority Lien Collateral and the Term Loan Second Lien Collateral, the steps taken to perfect the Revolver Priority Liens and the Term Loan Second Liens thereon and the identity of the respective parties obligated under the Revolver Priority Lien Documents and the Term Loan Second Lien Documents in respect of the Revolver Priority Lien Obligations and the Term Loan Second Lien Obligations, respectively, (b) that the Term Loan Second Lien Security Documents creating Liens on the Shared Collateral shall be in all material respects the same forms of documents as the respective Revolver Priority Lien Security Documents creating Liens on the Shared Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such modifications to such Term Loan Second Lien Security Documents which are less restrictive than the corresponding Revolver Priority Lien Security Documents Documents, and (iiiii) provisions in the Term Loan Second Lien Security Documents which are solely applicable to the rights and duties of the Collateral Trustee Second Lien Secured Parties and (c) that at no time shall there be any Grantor that is an obligor in respect of the Term Loan Second Lien Obligations that is not also an obligor in respect of the Revolver Obligations or an obligor in respect of the Revolver Obligations that is not also an obligor in respect of the Term Loan Priority Lien Obligations. The intention of the parties hereto that their interests in the Shared Collateral be identical may not be construed as a condition to the grant, attachment or perfection of any Lien held by any of the Priority Secured Parties, nor shall it be construed to confer on any third party any right, interest or priority superior to that which such party would hold in the absence of such intention. To the extent that, notwithstanding the intentions and obligations stated above, the interests of the parties hereto in the Shared Collateral are not identical, then the provisions of the last sentence of Section 4.03 above shall govern.

Similar Collateral and Agreements. The (a) Except as otherwise set forth herein, the parties hereto acknowledge and agree that it is their intention that the Revolver Collateral and the Term Loan FLLO Collateral be identical. In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by the Revolver Agent or the Term Loan any FLLO Agent, the specific assets included in the Revolver Collateral and the Term Loan FLLO Collateral, the steps taken to perfect the Revolver Liens and the Term Loan FLLO Liens thereon and the identity of the respective parties obligated under the Revolver Documents and the Term Loan FLLO Documents in respect of the Revolver Obligations and the Term Loan FLLO Obligations, respectively, (b) that the Term Loan FLLO Security Documents creating Liens on the Shared Collateral shall be in all material respects the same forms of documents as the respective Revolver Security Documents creating Liens on the Shared Collateral other than (i) such modifications to such Term Loan FLLO Security Documents which are less restrictive than the corresponding Revolver Security Documents and (ii) provisions in the Term Loan FLLO Security Documents which are solely applicable to the rights and duties of the Collateral Trustee and (c) that at no time shall there be any Grantor that is an obligor in respect of the Term Loan FLLO Obligations that is not also an obligor in respect of the Revolver Obligations or an obligor in respect of the Revolver Obligations that is not also an obligor in respect of the Term Loan FLLO Obligations. The intention of the parties hereto that their interests in the Shared Collateral be identical may not be construed as a condition to the grant, attachment or perfection of any Lien held by any of the Priority Secured Parties, nor shall it be construed to confer on any third party any right, interest or priority superior to that which such party would hold in the absence of such intention. To the extent that, notwithstanding the intentions and obligations stated above, the interests of the parties hereto in the Shared Collateral are not identical, then the provisions of the last sentence of Section 4.03 above shall govern.

Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Revolver Priority Lien Collateral, the Second Lien Collateral and the Term Loan Third Lien Collateral be identical. In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by the Revolver Priority Lien Agent, the Second Lien Collateral Agent or the Term Loan Third Lien Collateral Agent, the specific assets included in the Revolver Priority Lien Collateral, the Second Lien Collateral and the Term Loan Third Lien Collateral, the steps taken to perfect the Revolver Priority Liens, the Second Liens and the Term Loan Third Liens thereon and the identity of the respective parties obligated under the Revolver Priority Lien Documents, the Second Lien Documents and the Term Loan Third Lien Documents in respect of the Revolver Priority Lien Obligations, the Second Lien Obligations and the Term Loan Third Lien Obligations, respectively, (b) that the Term Loan Second Lien Security Documents creating providing for the Second Liens on the Shared Collateral shall be in all material respects the same forms of documents providing for the Priority Liens as the respective Revolver Priority Lien Security Documents creating Liens on the Shared Collateral other than as to (i) the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Term Loan Second Lien Security Documents which are less restrictive than the corresponding Revolver Priority Lien Security Documents and Documents, (iiiii) provisions in the Term Loan Second Lien Security Documents which are relate solely applicable to the rights and duties of the Second Lien Collateral Trustee Agent and the other Second Lien Secured Parties, and (iv) such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities, (c) that the Third Lien Security Documents providing for the Third Liens shall be in all material respects the same forms of documents providing for Priority Liens and Second Liens other than as to (i) the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Third Lien Security Documents which are less restrictive than the corresponding Priority Lien Security Documents and Second Lien Security Documents, (iii) provisions in the Third Lien Security Documents which related solely to the rights and duties of the Third Lien Collateral Agent and the other Third Lien Secured Parties, and (iv) such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities (to the extent applicable), (d) that at no time shall there be any Grantor that is an obligor in respect of the Term Loan Second Lien Obligations that is not also an obligor in respect of the Revolver Priority Lien Obligations or and (e) that at no time shall there be any Grantor that is an obligor in respect of the Revolver Third Lien Obligations that is not also an obligor in respect of the Term Loan Priority Lien Obligations and the Second Lien Obligations. The intention of the parties hereto that their interests in the Shared Collateral be identical may not be construed as a condition to the grant, attachment or perfection of any Lien held by any of the Priority Secured Parties, nor shall it be construed to confer on any third party any right, interest or priority superior to that which such party would hold in the absence of such intention. To the extent that, notwithstanding the intentions and obligations stated above, the interests of the parties hereto in the Shared Collateral are not identical, then the provisions of the last sentence of Section 4.03 above shall govern.

Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Revolver Priority Lien Collateral, the Second Lien Collateral and the Term Loan Third Lien Collateral be identical. In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by the Revolver Agent Priority Lien Agent, the Second Lien Collateral Trustee or the Term Loan AgentThird Lien Collateral Trustee, the specific assets included in the Revolver Priority Lien Collateral, the Second Lien Collateral and the Term Loan Third Lien Collateral, the steps taken to perfect the Revolver Priority Liens, the Second Liens and the Term Loan Third Liens thereon and the identity of the respective parties obligated under the Revolver Priority Lien Documents, the Second Lien Documents and the Term Loan Third Lien Documents in respect of the Revolver Priority Lien Obligations, the Second Lien Obligations and the Term Loan Third Lien Obligations, respectively, (b) that the Term Loan Second Lien Security Documents creating Liens on the Shared Collateral shall be in all material respects the same forms of documents as the respective Revolver Priority Lien Security Documents creating Liens on the Shared Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Term Loan Second Lien Security Documents which are less restrictive than the corresponding Revolver Priority Lien Security Documents and Documents, (iiiii) provisions in the Term Loan Second Lien Security Documents which are solely applicable to the rights and duties of the Second Lien Collateral Trustee and/or the Second Lien Trustee, and (iv) with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities, (c) that the Third Lien Security Documents creating Liens on the Collateral shall be in all material respects the same forms of documents as the respective Priority Lien Security Documents and Second Lien Security Documents creating Liens on the Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Third Lien Security Documents which are less restrictive than the corresponding Priority Lien Security Documents and Second Lien Security Documents, (iii) provisions in the Third Lien Security Documents which are solely applicable to the rights and duties of the Third Lien Collateral Trustee, and (iv) with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities, (d) that at no time shall there be any Grantor that is an obligor in respect of the Term Loan Second Lien Obligations that is not also an obligor in respect of the Revolver Priority Lien Obligations or vice versa and (e) that at no time shall there be any Grantor that is an obligor in respect of the Revolver Third Lien Obligations that is not also an obligor in respect of the Term Loan Priority Lien Obligations and the Second Lien Obligations. The intention of the parties hereto that their interests in the Shared Collateral be identical may not be construed as a condition to the grant, attachment or perfection of any Lien held by any of the Priority Secured Parties, nor shall it be construed to confer on any third party any right, interest or priority superior to that which such party would hold in the absence of such intention. To the extent that, notwithstanding the intentions and obligations stated above, the interests of the parties hereto in the Shared Collateral are not identical, then the provisions of the last sentence of Section 4.03 above shall govern.

Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Revolver Priority Lien Collateral and the Term Loan Second Lien Collateral be identicalidentical except with respect to Applicable Collateral (if any). In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by the Revolver Priority Lien Agent or the Term Loan AgentEXXI, the specific assets included in the Revolver Priority Lien Collateral and the Term Loan Second Lien Collateral, the steps taken to perfect the Revolver Priority Liens and the Term Loan Second Liens thereon and the identity of the respective parties obligated under the Revolver Priority Lien Documents and the Term Loan Second Lien Documents in respect of the Revolver Priority Lien Obligations and the Term Loan Second Lien Obligations, respectively, (b) that the Term Loan Second Lien Security Documents creating Liens on the Shared Collateral (other than any Applicable Collateral) shall be in all material respects the same forms of documents as the respective Revolver Priority Lien Security Documents creating Liens on the Shared Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Term Loan Second Lien Security Documents which are less restrictive than the corresponding Revolver Priority Lien Security Documents and Documents, (iiiii) provisions in the Term Loan Second Lien Security Documents which are solely applicable to the rights and duties of the Collateral Trustee EXXI and (c) that at no time shall there be any Grantor that is an obligor in respect of the Term Loan Second Lien Obligations that is not also an obligor in respect of the Revolver Obligations or an obligor in respect of the Revolver Obligations that is not also an obligor in respect of the Term Loan Priority Lien Obligations. The intention of the parties hereto that their interests in the Shared Collateral be identical may not be construed as a condition to the grant, attachment or perfection of any Lien held by any of the Priority Secured Parties, nor shall it be construed to confer on any third party any right, interest or priority superior to that which such party would hold in the absence of such intention. To the extent that, notwithstanding the intentions and obligations stated above, the interests of the parties hereto in the Shared Collateral are not identical, then the provisions of the last sentence of Section 4.03 above shall govern.

Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Revolver Priority Lien Collateral, the Second Lien Collateral and the Term Loan Third Lien Collateral be identical. In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by the Revolver Agent Priority Lien Agent, the Second Lien Collateral Trustee or the Term Loan AgentThird Lien Collateral Trustee, the specific assets included in the Revolver Priority Lien Collateral, the Second Lien Collateral and the Term Loan Third Lien Collateral, the steps taken to perfect the Revolver Priority Liens, the Second Liens and the Term Loan Third Liens thereon and the identity of the respective parties obligated under the Revolver Priority Lien Documents, the Second Lien Documents and the Term Loan Third Lien Documents in respect of the Revolver Priority Lien Obligations, the Second Lien Obligations and the Term Loan Third Lien Obligations, respectively, (b) that the Term Loan Second Lien Security Documents creating Liens on the Shared Collateral shall be in all material respects the same forms of documents as the respective Revolver Priority Lien Security Documents creating Liens on the Shared Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Term Loan Second Lien Security Documents which are less restrictive than the corresponding Revolver Priority Lien Security Documents and Documents, (iiiii) provisions in the Term Loan Second Lien Security Documents which are solely applicable to the rights and duties of the Second Lien Collateral Trustee and/or the Second Lien Trustee, and (iv) with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing debt securities sold in similar private transactions that are not subject to the registration requirements of the Securities Act, (c) that the Third Lien Security Documents creating Liens on the Collateral shall be in all material respects the same forms of documents as the respective Priority Lien Security Documents and Second Lien Security Documents creating Liens on the Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Third Lien Security Documents which are less restrictive than the corresponding Priority Lien Security Documents and Second Lien Security Documents, (iii) provisions in the Third Lien Security Documents which are solely applicable to the rights and duties of the Third Lien Collateral Trustee, and (iv) with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing debt securities sold in similar private transactions that are not subject to the registration requirements of the Securities Act, (d) that at no time shall there be any Grantor that is an obligor in respect of the Term Loan Second Lien Obligations that is not also an obligor in respect of the Revolver Priority Lien Obligations or and (e) that at no time shall there be any Grantor that is an obligor in respect of the Revolver Third Lien Obligations that is not also an obligor in respect of the Term Loan Priority Lien Obligations and the Second Lien Obligations. The intention of the parties hereto that their interests in the Shared Collateral be identical may not be construed as a condition to the grant, attachment or perfection of any Lien held by any of the Priority Secured Parties, nor shall it be construed to confer on any third party any right, interest or priority superior to that which such party would hold in the absence of such intention. To the extent that, notwithstanding the intentions and obligations stated above, the interests of the parties hereto in the Shared Collateral are not identical, then the provisions of the last sentence of Section 4.03 above shall govern.

Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Revolver Priority Lien Collateral and the Term Loan Second Lien Collateral be identical. In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by the Revolver Priority Lien Agent or the Term Loan AgentSecond Lien Collateral Trustee, the specific assets included in the Revolver Priority Lien Collateral and the Term Loan Second Lien Collateral, the steps taken to perfect the Revolver Priority Liens and the Term Loan Second Liens thereon and the identity of the respective parties obligated under the Revolver Priority Lien Documents and the Term Loan Second Lien Documents in respect of the Revolver Priority Lien Obligations and the Term Loan Second Lien Obligations, respectively, (b) that that, except as may be agreed by the Term Loan Priority Lien Agent concurrent with the execution of this Agreement with respect to Second Lien Documents or otherwise from time to time by the Priority Lien Agent, the Second Lien Security Documents creating Liens on the Shared Collateral shall be in all material respects the same forms of documents as the respective Revolver Priority Lien Security Documents creating Liens on the Shared Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Term Loan Second Lien Security Documents which are less restrictive than the corresponding Revolver Priority Lien Security Documents and (iiiii) provisions in the Term Loan Second Lien Security Documents which are solely applicable to the rights and duties of the Second Lien Collateral Trustee and/or the Trustee, and (c) that at no time shall there be any Grantor that is an obligor in respect of the Term Loan Second Lien Obligations that is not also an obligor in respect of the Revolver Obligations or an obligor in respect of the Revolver Obligations that is not also an obligor in respect of the Term Loan Priority Lien Obligations. The intention of the parties hereto that their interests in the Shared Collateral be identical may not be construed as a condition to the grant, attachment or perfection of any Lien held by any of the Priority Secured Parties, nor shall it be construed to confer on any third party any right, interest or priority superior to that which such party would hold in the absence of such intention. To the extent that, notwithstanding the intentions and obligations stated above, the interests of the parties hereto in the Shared Collateral are not identical, then the provisions of the last sentence of Section 4.03 above shall govern.

Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Revolver Priority Lien Collateral, the Second Lien Collateral and the Term Loan Third Lien Collateral be identicalidentical other than with respect to Third Lien Excluded Property which shall not constitute Third Lien Collateral. In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by the Revolver Agent Priority Lien Agent, the Second Lien Collateral Trustee or the Term Loan AgentThird Lien Collateral Trustee, the specific assets included in the Revolver Priority Lien Collateral, the Second Lien Collateral and the Term Loan Third Lien Collateral, the steps taken to perfect the Revolver Priority Liens, the Second Liens and the Term Loan Third Liens thereon and the identity of the respective parties obligated under the Revolver Priority Lien Documents, the Second Lien Documents and the Term Loan Third Lien Documents in respect of the Revolver Priority Lien Obligations, the Second Lien Obligations and the Term Loan Third Lien Obligations, respectively, (b) that the Term Loan Second Lien Security Documents creating Liens on the Shared Collateral shall be in all material respects the same forms of documents as the respective Revolver Priority Lien Security Documents creating Liens on the Shared Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) other modifications to such Term Loan the Second Lien Security Documents which that are less restrictive than the corresponding Revolver Priority Lien Security Documents and Documents, (iiiii) provisions in the Term Loan Second Lien Security Documents which that are solely applicable to the rights and duties of the Collateral Trustee Second Lien Secured Parties, and (iv) deletions or modifications of representations, warranties and covenants that are customary with respect to security documents establishing Liens securing publicly traded debt securities, (c) that the Third Lien Security Documents creating Liens on the Collateral shall be in all material respects the same forms of documents as the respective Priority Lien Security Documents and Second Lien Security Documents creating Liens on the Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) other modifications to such Third Lien Security Documents that are less restrictive than the corresponding Priority Lien Security Documents and Second Lien Security Documents, (iii) provisions in the Third Lien Security Documents that are solely applicable to the rights and duties of the Third Lien Secured Parties, (iv) deletions or modifications of representations, warranties and covenants that are customary with respect to security documents establishing Liens securing publicly traded debt securities, and (v) deletions or modifications necessary to exclude the Third Lien Excluded Property from the Third Lien Collateral, (d) that at no time shall there be any Grantor that is an obligor in respect of the Term Loan Second Lien Obligations that is not also an obligor in respect of the Revolver Obligations or Priority Lien Obligations, (e) that at no time shall there be any Grantor that is an obligor in respect of the Revolver Third Lien Obligations that is not also an obligor in respect of the Term Loan Obligations. The intention of Priority Lien Obligations and the parties hereto that their interests in the Shared Collateral be identical may not be construed as a condition Second Lien Obligations (except to the grantextent otherwise permitted by the Second Lien Documents), attachment or perfection of any Lien held by any and (f) that at no time shall there be a Grantor that is an obligor in respect of the Priority Secured PartiesLien Obligations that is not also an obligor in respect of the Second Lien Obligations and, nor shall it be construed if required by the Third Lien Documents, the Third Lien Obligations (except to confer on any third party any right, interest or priority superior to that which such party would hold in the absence of such intention. To the extent that, notwithstanding otherwise permitted by the intentions and obligations stated above, the interests of the parties hereto in the Shared Collateral are not identical, then the provisions of the last sentence of Section 4.03 above shall governSecond Lien Documents).

Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Revolver Priority Lien Collateral, the Second Lien Collateral and the Term Loan Third Lien Collateral be identical. In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by the Revolver Priority Lien Agent, the Second Lien Agent or the Term Loan AgentThird Lien Collateral Trustee, the specific assets included in the Revolver Priority Lien Collateral, the Second Lien Collateral and the Term Loan Third Lien Collateral, the steps taken to perfect the Revolver Priority Liens, the Second Liens and the Term Loan Third Liens thereon and the identity of the respective parties obligated under the Revolver Priority Lien Documents, the Second Lien Documents and the Term Loan Third Lien Documents in respect of the Revolver Priority Lien Obligations, the Second Lien Obligations and the Term Loan Third Lien Obligations, respectively, (b) that the Term Loan Second Lien Security Documents creating Liens on the Shared Collateral shall be in all material respects the same forms of documents as the respective Revolver Priority Lien Security Documents creating Liens on the Shared Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) other modifications to such Term Loan the Second Lien Security Documents which that are less restrictive than the corresponding Revolver Priority Lien Security Documents and Documents, (iiiii) provisions in the Term Loan Second Lien Security Documents which that are solely applicable to the rights and duties of the Collateral Trustee Second Lien Secured Parties, and (iv) deletions or modifications of representations, warranties and covenants that are customary with respect to security documents establishing Liens securing publicly traded debt securities, (c) that the Third Lien Security Documents creating Liens on the Collateral shall be in all material respects the same forms of documents as the respective Priority Lien Security Documents and Second Lien Security Documents creating Liens on the Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) other modifications to such Third Lien Security Documents that are less restrictive than the corresponding Priority Lien Security Documents and Second Lien Security Documents, (iii) provisions in the Third Lien Security Documents that are solely applicable to the rights and duties of the Third Lien Secured Parties, and (iv) deletions or modifications of representations, warranties and covenants that are customary with respect to security documents establishing Liens securing publicly traded debt securities, (d) that at no time shall there be any Grantor that is an obligor in respect of the Term Loan Second Lien Obligations that is not also an obligor in respect of the Revolver Obligations or Priority Lien Obligations, (e) that at no time shall there be any Grantor that is an obligor in respect of the Revolver Third Lien Obligations that is not also an obligor in respect of the Term Loan Obligations. The intention of Priority Lien Obligations and the parties hereto that their interests in the Shared Collateral be identical may not be construed as a condition Second Lien Obligations (except to the grantextent otherwise permitted by the Second Lien Documents), attachment or perfection of any Lien held by any and (f) that at no time shall there be a Grantor that is an obligor in respect of the Priority Secured PartiesLien Obligations that is not also an obligor in respect of the Second Lien Obligations and, nor shall it be construed if required by the Third Lien Documents, the Third Lien Obligations (except to confer on any third party any right, interest or priority superior to the extent otherwise permitted by the Second Lien Documents); provided that which such party would hold in the absence cases of such intention. To the extent that, notwithstanding the intentions and obligations stated aboveforegoing clauses (e)-(f), the interests refusal or inability of the parties hereto in Priority Lien Agent, Second Lien Agent or the Shared Third Lien Collateral are Trustee to accept a guarantee or Lien from such Grantor will not identicalprevent the Priority Lien Agent, then Second Lien Agent or the provisions of Third Lien Collateral Trustee, as applicable from accepting such guarantee or taking the last sentence of Section 4.03 above shall governLien.

Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Revolver Priority Lien Collateral, the Second Lien Collateral and the Term Loan Third Lien Collateral be identical. In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by the Revolver Priority Lien Agent, the Second Lien Collateral Agent or the Term Loan Third Lien Collateral Agent, the specific assets included in the Revolver Priority Lien Collateral, the Second Lien Collateral and the Term Loan Third Lien Collateral, the steps taken to perfect the Revolver Priority Liens, the Second Liens and the Term Loan Third Liens thereon and the identity of the respective parties obligated under the Revolver Priority Lien Documents, the Second Lien Documents and the Term Loan Third Lien Documents in respect of the Revolver Priority Lien Obligations, the Second Lien Obligations and the Term Loan Third Lien Obligations, respectively, (b) that the Term Loan Second Lien Security Documents creating Liens on the Shared Collateral shall be in all material respects the same forms of documents as the respective Revolver Priority Lien Security Documents creating Liens on the Shared Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Term Loan Second Lien Security Documents which are less restrictive than the corresponding Revolver Priority Lien Security Documents and Documents, (iiiii) provisions in the Term Loan Second Lien Security Documents which are solely applicable to the rights and duties of the Second Lien Collateral Trustee Agent or the other Second Lien Secured Parties, and (iv) with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing debt securities sold in similar private transactions that are not subject to the registration requirements of the Securities Act, (c) that the Third Lien Security Documents creating Liens on the Collateral shall be in all material respects the same forms of documents as the respective Priority Lien Security Documents and Second Lien Security Documents creating Liens on the Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Third Lien Security Documents which are less restrictive than the corresponding Priority Lien Security Documents and Second Lien Security Documents, (iii) provisions in the Third Lien Security Documents which are solely applicable to the rights and duties of the Third Lien Collateral Agent and the other Third Lien Secured Parties, and (iv) with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing debt securities sold in similar private transactions that are not subject to the registration requirements of the Securities Act, (d) that at no time shall there be any Grantor that is an obligor in respect of the Term Loan Second Lien Obligations that is not also an obligor in respect of the Revolver Priority Lien Obligations or and (e) that at no time shall there be any Grantor that is an obligor in respect of the Revolver Third Lien Obligations that is not also an obligor in respect of the Term Loan Priority Lien Obligations and the Second Lien Obligations. The intention of the parties hereto that their interests in the Shared Collateral be identical may not be construed as a condition to the grant, attachment or perfection of any Lien held by any of the Priority Secured Parties, nor shall it be construed to confer on any third party any right, interest or priority superior to that which such party would hold in the absence of such intention. To the extent that, notwithstanding the intentions and obligations stated above, the interests of the parties hereto in the Shared Collateral are not identical, then the provisions of the last sentence of Section 4.03 above shall govern.

Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Revolver Priority Lien Collateral and the Term Loan Second Lien Collateral be identical. In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by the Revolver Priority Lien Agent or the Term Loan Second Lien Agent, the specific assets included in the Revolver Priority Lien Collateral and the Term Loan Second Lien Collateral, the steps taken to perfect the Revolver Priority Liens and the Term Loan Second Liens thereon and the identity of the respective parties obligated under the Revolver Priority Lien Documents and the Term Loan Second Lien Documents in respect of the Revolver Priority Lien Obligations and the Term Loan Second Lien Obligations, respectively, (b) that the Term Loan Second Lien Security Documents creating Liens on the Shared Collateral shall be in all material respects the same forms of documents as the respective Revolver Priority Lien Security Documents creating Liens on the Shared Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Term Loan Second Lien Security Documents which are less restrictive than the corresponding Revolver Priority Lien Security Documents and Documents, (iiiii) provisions in the Term Loan Second Lien Security Documents which are solely applicable to the rights and duties of the Collateral Trustee Second Lien Agent, and (iv) with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities, and (c) that at no time shall there be any Grantor that is an obligor in respect of the Term Loan Second Lien Obligations that is not also an obligor in respect of the Revolver Obligations or an obligor in respect of the Revolver Obligations that is not also an obligor in respect of the Term Loan Priority Lien Obligations. The intention of the parties hereto that their interests in the Shared Collateral be identical may not be construed as a condition to the grant, attachment or perfection of any Lien held by any of the Priority Secured Parties, nor shall it be construed to confer on any third party any right, interest or priority superior to that which such party would hold in the absence of such intention. To the extent that, notwithstanding the intentions and obligations stated above, the interests of the parties hereto in the Shared Collateral are not identical, then the provisions of the last sentence of Section 4.03 above shall govern.[AEG Intercreditor Agreement]

Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Revolver Priority Lien Collateral and the Term Loan Junior Lien Collateral be identicalidentical (other than Cash Collateral as provided in Section 2.03). In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by the Revolver Priority Lien Agent or the Term Loan AgentJunior Lien Representative, the specific assets included in the Revolver Priority Lien Collateral and the Term Loan Junior Lien Collateral, the steps taken to perfect the Revolver Priority Liens and the Term Loan Junior Liens thereon and the identity of the respective parties obligated under the Revolver Priority Lien Documents and the Term Loan Junior Lien Documents in respect of the Revolver Priority Lien Obligations and the Term Loan Junior Lien Obligations, respectively, (b) that the Term Loan Junior Lien Security Documents creating Liens on the Shared Junior Lien Collateral shall be in all material respects the same forms of documents as the respective Revolver Priority Lien Security Documents creating Liens on the Shared Priority Lien Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Term Loan Junior Lien Security Documents which are less restrictive than the corresponding Revolver Priority Lien Security Documents and Documents, (iiiii) provisions in the Term Loan Junior Lien Security Documents which are solely applicable to the rights and duties of the Collateral Trustee Junior Lien Representative, and (iv) with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities, (c) that at no time shall there be any Grantor that is an obligor in respect of the Term Loan Junior Lien Obligations that is not also an obligor in respect of the Revolver Obligations Priority Lien Obligations, and (d) that at no time shall there be any Lien (whether perfected or an obligor in respect not) on any property of any Grantor to secure the Revolver Junior Lien Obligations that is not also an obligor in respect of the Term Loan Obligations. The intention of the parties hereto that their interests in the Shared Collateral be identical may not be construed as a condition granted (and similarly perfected) to the grant, attachment or perfection of any Lien held by any of secure the Priority Secured Parties, nor shall it be construed to confer on any third party any right, interest or priority superior to that which such party would hold in the absence of such intention. To the extent that, notwithstanding the intentions and obligations stated above, the interests of the parties hereto in the Shared Collateral are not identical, then the provisions of the last sentence of Section 4.03 above shall governLien Obligations.

Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Revolver Priority Lien Collateral and the Term Loan Second Lien Collateral be identical. In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by the Revolver Priority Lien Agent or the Term Loan Second Lien Agent, the specific assets included in the Revolver Priority Lien Collateral and the Term Loan Second Lien Collateral, the steps taken to perfect the Revolver Priority Liens and the Term Loan Second Liens thereon and the identity of the respective parties obligated under the Revolver Priority Lien Documents and the Term Loan Second Lien Documents in respect of the Revolver Priority Lien Obligations and the Term Loan Second Lien Obligations, respectively, (b) that the Term Loan Second Lien Security Documents creating Liens on the Shared Collateral shall be in all material respects the same forms of documents as the respective Revolver Priority Lien Security Documents creating Liens on the Shared Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Term Loan Second Lien Security Documents which are less restrictive than the corresponding Revolver Priority Lien Security Documents and Documents, (iiiii) provisions in the Term Loan Second Lien Security Documents which are solely applicable to the rights and duties of the Collateral Trustee Second Lien Agent, and (iv) with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities, and (c) that at no time shall there be any Grantor that is an obligor in respect of the Term Loan Second Lien Obligations that is not also an obligor in respect of the Revolver Obligations or an obligor in respect of the Revolver Obligations that is not also an obligor in respect of the Term Loan Priority Lien Obligations. The intention of the parties hereto that their interests in the Shared Collateral be identical may not be construed as a condition to the grant, attachment or perfection of any Lien held by any of the Priority Secured Parties, nor shall it be construed to confer on any third party any right, interest or priority superior to that which such party would hold in the absence of such intention. To the extent that, notwithstanding the intentions and obligations stated above, the interests of the parties hereto in the Shared Collateral are not identical, then the provisions of the last sentence of Section 4.03 above shall govern.

Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Revolver Priority Lien Collateral and the Term Loan Subordinated Collateral be identical. In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by the Revolver Priority Lien Agent or the Term Loan AgentSubordinated Collateral Trustee, the specific assets included in the Revolver Priority Lien Collateral and the Term Loan Subordinated Collateral, the steps taken to perfect the Revolver Priority Liens and the Term Loan Subordinated Liens thereon and the identity of the respective parties obligated under the Revolver Priority Lien Documents and the Term Loan Subordinated Documents in respect of the Revolver Priority Lien Obligations and the Term Loan Subordinated Obligations, respectively, (b) that the Term Loan Subordinated Security Documents creating Liens on the Shared Collateral shall be in all material respects the same forms of documents as the respective Revolver Priority Lien Security Documents creating Liens on the Shared Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such modifications to such Term Loan Subordinated Security Documents which are less restrictive than the corresponding Revolver Priority Lien Security Documents and Documents, (iiiii) provisions in the Term Loan Subordinated Security Documents which are solely applicable to the rights and duties of the Collateral Trustee Subordinated Secured Parties, and (iv) such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities and (c) that at no time shall there be any Grantor that is an obligor in respect of the Term Loan Subordinated Obligations that is not also an obligor in respect of the Revolver Obligations or an obligor in respect of the Revolver Obligations that is not also an obligor in respect of the Term Loan Priority Lien Obligations. The intention of the parties hereto that their interests in the Shared Collateral be identical may not be construed as a condition to the grant, attachment or perfection of any Lien held by any of the Priority Secured Parties, nor shall it be construed to confer on any third party any right, interest or priority superior to that which such party would hold in the absence of such intention. To the extent that, notwithstanding the intentions and obligations stated above, the interests of the parties hereto in the Shared Collateral are not identical, then the provisions of the last sentence of Section 4.03 above shall govern.

Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Revolver Priority Lien Collateral, the Second Lien Collateral and the Term Loan Third Lien Collateral be identical. In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by the Revolver Priority Lien Agent, the Second Lien Collateral Agent or the Term Loan Third Lien Collateral Agent, the specific assets included in the Revolver Priority Lien Collateral, the Second Lien Collateral and the Term Loan Third Lien Collateral, the steps taken to perfect the Revolver Priority Liens, the Second Liens and the Term Loan Third Liens thereon and the identity of the respective parties obligated under the Revolver Priority Lien Documents, the Second Lien Documents and the Term Loan Third Lien Documents in respect of the Revolver Priority Lien Obligations, the Second Lien Obligations and the Term Loan Third Lien Obligations, respectively, (b) that the Term Loan Second Lien Security Documents creating Liens on the Shared Collateral shall be in all material respects the same forms of documents as the respective Revolver Priority Lien Security Documents creating Liens on the Shared Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Term Loan Second Lien Security Documents which are less restrictive than the corresponding Revolver Priority Lien Security Documents and Documents, (iiiii) provisions in the Term Loan Second Lien Security Documents which are solely applicable to the rights and duties of the Second Lien Collateral Trustee Agent and/or the Second Lien Trustee, and (iv) with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing debt securities sold in similar private transactions that are not subject to the registration requirements of the Securities Act, (c) that the Third Lien Security Documents creating Liens on the Collateral shall be in all material respects the same forms of documents as the respective Priority Lien Security Documents and Second Lien Security Documents creating Liens on the Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Third Lien Security Documents which are less restrictive than the corresponding Priority Lien Security Documents and Second Lien Security Documents, (iii) provisions in the Third Lien Security Documents which are solely applicable to the rights and duties of the Third Lien Collateral Agent, and (iv) with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing debt securities sold in similar private transactions that are not subject to the registration requirements of the Securities Act, (d) that at no time shall there be any Grantor that is an obligor in respect of the Term Loan Second Lien Obligations that is not also an obligor in respect of the Revolver Priority Lien Obligations or and (e) that at no time shall there be any Grantor that is an obligor in respect of the Revolver Third Lien Obligations that is not also an obligor in respect of the Term Loan Priority Lien Obligations and the Second Lien Obligations. The intention of the parties hereto that their interests in the Shared Collateral be identical may not be construed as a condition to the grant, attachment or perfection of any Lien held by any of the Priority Secured Parties, nor shall it be construed to confer on any third party any right, interest or priority superior to that which such party would hold in the absence of such intention. To the extent that, notwithstanding the intentions and obligations stated above, the interests of the parties hereto in the Shared Collateral are not identical, then the provisions of the last sentence of Section 4.03 above shall govern.

Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Revolver First-Out Collateral and the Term Loan Second-Out Collateral be identical. In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by the Revolver First-Out Agent or the Term Loan Second-Out Agent, the specific assets included in the Revolver First-Out Collateral and the Term Loan Second-Out Collateral, the steps taken to perfect the Revolver First-Out Liens and the Term Loan Second-Out Liens thereon and the identity of the respective parties obligated under the Revolver First-Out Documents and the Term Loan Second-Out Documents in respect of the Revolver First-Out Obligations and the Term Loan Second-Out Obligations, respectively, (b) that the Term Loan Second-Out Security Documents creating Liens on the Shared Collateral shall be in all material respects the same forms of documents as the respective Revolver First-Out Security Documents creating Liens on the Shared Collateral other than (i) such modifications to such Term Loan Second-Out Security Documents which are less restrictive than the corresponding Revolver First-Out Security Documents and (ii) provisions in the Term Loan Second-Out Security Documents which are solely applicable to the rights and duties of the Collateral Trustee Second-Out Agent and (c) that at no time shall there be any Grantor that is an obligor in respect of the Term Loan Second-Out Obligations that is not also an obligor in respect of the Revolver Obligations or an obligor in respect of the Revolver Obligations that is not also an obligor in respect of the Term Loan First-Out Obligations. The intention of the parties hereto that their interests in the Shared Collateral be identical may not be construed as a condition to the grant, attachment or perfection of any Lien held by any of the Priority Secured Parties, nor shall it be construed to confer on any third party any right, interest or priority superior to that which such party would hold in the absence of such intention. To the extent that, notwithstanding the intentions and obligations stated above, the interests of the parties hereto in the Shared Collateral are not identical, then the provisions of the last sentence of Section 4.03 2.03 above shall govern.

Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Revolver Priority Lien Collateral, the Second Lien Collateral and the Term Loan Third Lien Collateral be identicalidentical other than with respect to any Indenture Excluded Property which shall not constitute either Second Lien Collateral or Third Lien Collateral. In furtherance of the foregoing, the parties hereto agree (a) • to cooperate in good faith in order to determine, upon any reasonable request by the Revolver Agent Priority Lien Agent, the Second Lien Collateral Trustee or the Term Loan AgentThird Lien Collateral Trustee, the specific assets included in the Revolver Priority Lien Collateral, the Second Lien Collateral and the Term Loan Third Lien Collateral, the steps taken to perfect the Revolver Priority Liens, the Second Liens and the Term Loan Third Liens thereon and the identity of the respective parties obligated under the Revolver Priority Lien Documents, the Second Lien Documents and the Term Loan Third Lien Documents in respect of the Revolver Priority Lien Obligations, the Second Lien Obligations and the Term Loan Third Lien Obligations, respectively, (b) • that the Term Loan Second Lien Security Documents creating Liens on the Shared Collateral shall be in all material respects the same forms of documents as the respective Revolver Priority Lien Security Documents creating Liens on the Shared Collateral other than (i%4) with respect to the priority nature of the Liens created thereunder in such Collateral, (%4) such other modifications to such Term Loan Second Lien Security Documents which are less restrictive than the corresponding Revolver Priority Lien Security Documents and Documents, (ii%4) provisions in the Term Loan Second Lien Security Documents which are solely applicable to the rights and duties of the Collateral Trustee Second Lien Secured Parties, (%4) such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities and (c%4) such deletions or modifications necessary to exclude the Indenture Excluded Property from the Second Lien Collateral, • that the Third Lien Security Documents creating Liens on the Collateral shall be in all material respects the same 5279325v2 forms of documents as the respective Priority Lien Security Documents and Second Lien Security Documents creating Liens on the Collateral other than (%4) with respect to the priority nature of the Liens created thereunder in such Collateral, (%4) such other modifications to such Third Lien Security Documents which are less restrictive than the corresponding Priority Lien Security Documents and Second Lien Security Documents, (%4) provisions in the Third Lien Security Documents which are solely applicable to the rights and duties of the Third Lien Secured Parties, (%4) with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities, and (%4) such deletions or modifications necessary to exclude the Indenture Excluded Property from the Third Lien Collateral, • that at no time shall there be any Grantor that is an obligor in respect of the Term Loan Second Lien Obligations that is not also an obligor in respect of the Revolver Priority Lien Obligations or and • that at no time shall there be any Grantor that is an obligor in respect of the Revolver Third Lien Obligations that is not also an obligor in respect of the Term Loan Priority Lien Obligations and the Second Lien Obligations. The intention of the parties hereto that their interests in the Shared Collateral be identical may not be construed as a condition to the grant, attachment or perfection of any Lien held by any of the Priority Secured Parties, nor shall it be construed to confer on any third party any right, interest or priority superior to that which such party would hold in the absence of such intention. To the extent that, notwithstanding the intentions and obligations stated above, the interests of the parties hereto in the Shared Collateral are not identical, then the provisions of the last sentence of Section 4.03 above shall govern.

Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Revolver Priority Lien Collateral, the Second Lien Collateral and the Term Loan Third Lien Collateral be identical. In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by the Revolver Agent Priority Lien Agent, the Second Lien Collateral Trustee or the Term Loan AgentThird Lien Collateral Trustee, the specific assets included in the Revolver Priority Lien Collateral, the Second Lien Collateral and the Term Loan Third Lien Collateral, the steps taken to perfect the Revolver Priority Liens, the Second Liens and the Term Loan Third Liens thereon and the identity of the respective parties obligated under the Revolver Priority Lien Documents, the Second Lien Documents and the Term Loan Third Lien Documents in respect of the Revolver Priority Lien Obligations, the Second Lien Obligations and the Term Loan Third Lien Obligations, respectively, (b) that the Term Loan Second Lien Security Documents creating Liens on the Shared Collateral shall be in all material respects the same forms of documents as the respective Revolver Priority Lien Security Documents creating Liens on the Shared Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Term Loan Second Lien Security Documents which are less restrictive than the corresponding Revolver Priority Lien Security Documents and Documents, (iiiii) provisions in the Term Loan Second Lien Security Documents which are solely applicable to the rights and duties of the Second Lien Collateral Trustee and/or the Second Lien Trustee, and (iv) with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities, (c) that the Third Lien Security Documents creating Liens on the Collateral shall be in all material respects the same forms of documents as the respective Priority Lien Security Documents and Second Lien Security Documents creating Liens on the Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Third Lien Security Documents which are less restrictive than the corresponding Priority Lien Security Documents and Second Lien Security Documents, (iii) provisions in the Third Lien Security Documents which are solely applicable to the rights and duties of the Third Lien Collateral Trustee, and (iv) with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing deeply subordinated debt securities or as otherwise agreed, (d) that at no time shall there be any Grantor that is an obligor in respect of the Term Loan Second Lien Obligations that is not also an obligor in respect of the Revolver Priority Lien Obligations or and (e) that at no time shall there be any Grantor that is an obligor in respect of the Revolver Third Lien Obligations that is not also an obligor in respect of the Term Loan Priority Lien Obligations and the Second Lien Obligations. The intention of the parties hereto that their interests in the Shared Collateral be identical may not be construed as a condition to the grant, attachment or perfection of any Lien held by any of the Priority Secured Parties, nor shall it be construed to confer on any third party any right, interest or priority superior to that which such party would hold in the absence of such intention. To the extent that, notwithstanding the intentions and obligations stated above, the interests of the parties hereto in the Shared Collateral are not identical, then the provisions of the last sentence of Section 4.03 above shall govern.

Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Revolver Priority Lien Collateral, the Second Lien Collateral and the Term Loan Third Lien Collateral be identicalidentical (except with respect to Excluded Assets). In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by the Revolver Agent Priority Lien Agent, the Second Lien Collateral Trustee or the Term Loan AgentThird Lien Collateral Trustee, the specific assets included in the Revolver Priority Lien Collateral, the Second Lien Collateral and the Term Loan Third Lien Collateral, the steps taken to perfect the Revolver Priority Liens, the Second Liens and the Term Loan Third Liens thereon and the identity of the respective parties obligated under the Revolver Priority Lien Documents, the Second Lien Documents and the Term Loan Third Lien Documents in respect of the Revolver Priority Lien Obligations, the Second Lien Obligations and the Term Loan Third Lien Obligations, respectively, (b) that the Term Loan Second Lien Security Documents creating Liens on the Shared Collateral shall be in all material respects the same forms of documents as the respective Revolver Priority Lien Security Documents creating Liens on the Shared Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such modifications to such Term Loan Second Lien Security Documents which are less restrictive than the corresponding Revolver Priority Lien Security Documents and (iiincluding to exclude Excluded Assets), (iii) provisions in the Term Loan Second Lien Security Documents which are solely applicable to the rights and duties of the Collateral Trustee Second Lien Secured Parties, and (iv) such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities, (c) that the Third Lien Security Documents creating Liens on the Collateral shall be in all material respects the same forms of documents as the respective Priority Lien Security Documents and Second Lien Security Documents creating Liens on the Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such modifications to such Third Lien Security Documents which are less restrictive than the corresponding Priority Lien Security Documents and Second Lien Security Documents (including to exclude Excluded Assets), (iii) provisions in the Third Lien Security Documents which are solely applicable to the rights and duties of the Third Lien Secured Parties, and (iv) such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities, (d) that at no time shall there be any Grantor that is an obligor in respect of the Term Loan Second Lien Obligations that is not also an obligor in respect of the Revolver Priority Lien Obligations or and (e) that at no time shall there be any Grantor that is an obligor in respect of the Revolver Third Lien Obligations that is not also an obligor in respect of the Term Loan Priority Lien Obligations and the Second Lien Obligations. The intention of the parties hereto that their interests in the Shared Collateral be identical may not be construed as a condition to the grant, attachment or perfection of any Lien held by any of the Priority Secured Parties, nor shall it be construed to confer on any third party any right, interest or priority superior to that which such party would hold in the absence of such intention. To the extent that, notwithstanding the intentions and obligations stated above, the interests of the parties hereto in the Shared Collateral are not identical, then the provisions of the last sentence of Section 4.03 above shall govern.

Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Revolver Priority Lien Collateral, the Second Lien Collateral and the Term Loan Third Lien Collateral be identical. In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by the Revolver Agent Priority Lien Agent, the Second Lien Collateral Trustee or the Term Loan Third Lien Collateral Agent, the specific assets included in the Revolver Priority Lien Collateral, the Second Lien Collateral and the Term Loan Third Lien Collateral, the steps taken to perfect the Revolver Priority Liens, the Second Liens and the Term Loan Third Liens thereon and the identity of the respective parties obligated under the Revolver Priority Lien Documents, the Second Lien Documents and the Term Loan Third Lien Documents in respect of the Revolver Priority Lien Obligations, the Second Lien Obligations and the Term Loan Third Lien Obligations, respectively, (b) that the Term Loan Second Lien Security Documents creating Liens on the Shared Collateral shall be in all material respects the same forms of documents as the respective Revolver Priority Lien Security Documents creating Liens on the Shared Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Term Loan Second Lien Security Documents which are less restrictive than the corresponding Revolver Priority Lien Security Documents and Documents, (iiiii) provisions in the Term Loan Second Lien Security Documents which are solely applicable to the rights and duties of the Second Lien Collateral Trustee or the other Second Lien Secured Parties, and (iv) with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing debt securities sold in similar private transactions that are not subject to the registration requirements of the Securities Act, (c) that the Third Lien Security Documents creating Liens on the Collateral shall be in all material respects the same forms of documents as the respective Priority Lien Security Documents and Second Lien Security Documents creating Liens on the Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Third Lien Security Documents which are less restrictive than the corresponding Priority Lien Security Documents and Second Lien Security Documents, (iii) provisions in the Third Lien Security Documents which are solely applicable to the rights and duties of the Third Lien Collateral Agent and the other Third Lien Secured Parties, and (iv) with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing debt securities sold in similar private transactions that are not subject to the registration requirements of the Securities Act, (d) that at no time shall there be any Grantor that is an obligor in respect of the Term Loan Second Lien Obligations that is not also an obligor in respect of the Revolver Priority Lien Obligations or and (e) that at no time shall there be any Grantor that is an obligor in respect of the Revolver Third Lien Obligations that is not also an obligor in respect of the Term Loan Priority Lien Obligations and the Second Lien Obligations. The intention of the parties hereto that their interests in the Shared Collateral be identical may not be construed as a condition to the grant, attachment or perfection of any Lien held by any of the Priority Secured Parties, nor shall it be construed to confer on any third party any right, interest or priority superior to that which such party would hold in the absence of such intention. To the extent that, notwithstanding the intentions and obligations stated above, the interests of the parties hereto in the Shared Collateral are not identical, then the provisions of the last sentence of Section 4.03 above shall govern.

Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Revolver Priority Lien Collateral and the Term Loan Second Lien Collateral be substantially identical. In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by the Revolver Priority Lien Agent or the Term Loan AgentSecond Lien Collateral Trustee, the specific assets included in the Revolver Priority Lien Collateral and the Term Loan Second Lien Collateral, the steps taken to perfect the Revolver Priority Liens and the Term Loan Second Liens thereon and the identity of the respective parties obligated under the Revolver Priority Lien Documents and the Term Loan Second Lien Documents in respect of the Revolver Priority Lien Obligations and the Term Loan Second Lien Obligations, respectively, (b) that the Term Loan Second Lien Security Documents creating Liens on the Shared Collateral shall be in all material respects the same forms of documents as the respective Revolver Priority Lien Security Documents creating Liens on the Shared Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Term Loan Second Lien Security Documents which are less restrictive than the corresponding Revolver Priority Lien Security Documents and (iiiii) provisions in the Term Loan Second Lien Security Documents which are solely applicable to the rights and duties of the Second Lien Collateral Trustee and/or the Trustee, and (c) that at no time shall there be any Grantor that is an obligor in respect of the Term Loan Second Lien Obligations that is not also an obligor in respect of the Revolver Obligations or an obligor in respect of the Revolver Obligations that is not also an obligor in respect of the Term Loan Priority Lien Obligations. The intention of the parties hereto that their interests in the Shared Collateral be identical may not be construed as a condition to the grant, attachment or perfection of any Lien held by any of the Priority Secured Parties, nor shall it be construed to confer on any third party any right, interest or priority superior to that which such party would hold in the absence of such intention. To the extent that, notwithstanding the intentions and obligations stated above, the interests of the parties hereto in the Shared Collateral are not identical, then the provisions of the last sentence of Section 4.03 above shall govern.