Similar Liens. The parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical, other than the Second Lien Carveout. In furtherance of the foregoing and of Section 9.8, the parties hereto agree, subject to the other provisions of this Agreement:
(a) upon request by First Lien Agent or Second Lien Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken or to be taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Debt Documents and the Second Lien Debt Documents; and
(b) upon request by Second Lien Agent after the Discharge of the First Lien Priority Obligations, First Lien Agent will provide written notice thereof to each bank at which any deposit account subject to a deposit account control agreement in favor of First Lien Agent is maintained. The foregoing to the contrary notwithstanding, in addition to the effect of the Second Lien Carveout, it is also understood by each of the parties that to the extent that First Lien Agent or Second Lien Agent obtains a Lien in an asset (of a type that is not included in the types of assets included in the Collateral as of the date hereof or which would not constitute Collateral without a grant of a security interest or lien separate from the First Lien Debt Documents or Second Lien Debt Documents, as applicable, as in effect immediately prior to obtaining such Lien on such asset) which the other party to this Agreement elects not to obtain after receiving prior written notice thereof in accordance with the provisions of Section 2.3, the Collateral securing the First Lien Debt Obligations and the Second Lien Debt Obligations will not be identical, and the provisions of the documents, agreements and instruments evidencing such Liens also will not be substantively similar, and any such difference in the scope or extent of perfection with respect to the Collateral resulting therefrom are hereby expressly permitted by this Agreement.
Similar Liens. The parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. In furtherance of the foregoing and of Section 8.8, the parties hereto agree, subject to the other provisions of this Agreement, upon request by the First Lien Collateral Agent or the Collateral Trustee, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Documents and the Second Lien Documents.
Similar Liens. The parties hereto agree that, subject to Section 2.3, it is their intention that the Collateral that is subject to Liens supporting the ABL Obligations and the Fixed Asset Obligations be identical. In furtherance of the foregoing and of Section 8.9, the parties hereto agree, subject to the other provisions of this Agreement, upon request by any ABL Collateral Agent or any Fixed Asset Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the ABL Priority Collateral and the Fixed Asset Priority Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the ABL Loan Documents and the Fixed Asset Loan Documents.
Similar Liens. The parties hereto agree that it is their intention that the ABL Collateral and the Term Collateral be identical except for the Mortgaged Property and as provided in Article VI and as otherwise provided herein. In furtherance of the foregoing and of Section 7.2, the parties hereto agree, subject to the other provisions of this Agreement, upon request by the ABL Collateral Agent or the Term Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the ABL Collateral and the Term Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the ABL Documents and the Term Loan Documents. Notwithstanding anything herein to the contrary, it is understood and agreed that the provisions of Section 2.3 and this Section 2.4 shall not apply to any cash or cash equivalents that cash collateralizes any letters of credit outstanding under the ABL Documents (any such cash collateral, the “Specified ABL Collateral”) to the extent that such Specified ABL Collateral is held by Barclays (or by any other L/C Issuer under the ABL Credit Agreement) or any Mortgaged Property.
Similar Liens. The parties hereto agree that, subject to the other provisions of this Agreement, it is the intent of the parties hereto that the Liens securing the First Lien Obligations and the Liens securing the Second Lien Obligations shall be upon the same collateral. The parties hereto further agree, subject to the other provisions of this Agreement, upon request by the First Lien Collateral Agent or the Second Lien Collateral Agent, as the case may be, to advise the other from time to time of the collateral for which such party has taken steps to perfect its Liens and to identify the parties obligated under the First Lien Documents or Second Lien Documents, as the case may be.
Similar Liens. The parties hereto intend that the Collateral securing the Senior Creditor Indebtedness and the Collateral securing the Subordinated Creditor Indebtedness be identical. Accordingly, prior to the Satisfaction in Full of the Senior Creditor Indebtedness, the parties hereto will (i) use commercially reasonable efforts to cooperate to make the forms, documents, and agreements creating or evidencing the liens of the parties hereto in the Collateral materially the same and (ii) immediately prior to or concurrently with the entering into of any additional security or perfection document in respect of the Collateral after the date hereof, offer to one another the opportunity to enter into substantially similar documentation to create a pari passu first priority lien in the same Collateral.
Similar Liens. The parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be substantially identical. In furtherance of the foregoing and of Section 9.10, the parties hereto agree, subject to the other provisions of this Agreement, upon reasonable request by the First Lien Administrative Agent or the Second Lien Collateral Agent, to cooperate in good faith (and to direct their respective counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Loan Documents, the Second Lien Note Documents and the Additional Parity Lien Facility Documents.
Similar Liens. The parties hereto agree that it is their intention that the Priority Lien Collateral and the Secured Debt Collateral be identical. In furtherance of the foregoing and of Section 8.9, the parties hereto agree, subject to the other provisions of this Agreement that, upon request by the Priority Lien Representative or the Collateral Trustee on behalf of any Secured Debt Representative, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the Priority Lien Collateral and the Secured Debt Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the Priority Lien Documents and the Secured Debt Documents.
Similar Liens. Each Secured Party agrees to cooperate in order to determine, upon any reasonable request by the other Secured Party, the specific assets included in the Collateral, the steps taken to perfect the respective Liens thereon, and the identity of the respective parties obligated under the Transaction Documents.
Similar Liens. The parties hereto agree that it is their intention that the First Lien Collateral, the Second Lien Collateral and the Third Lien Collateral be substantially identical. In furtherance of the foregoing and of Section 10.10, the parties hereto agree, subject to the other provisions of this Agreement, upon reasonable request by the First Lien Collateral Agent, the Second Lien Collateral Agent or the Third Lien Collateral Agent, to cooperate in good faith (and to direct their respective counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral, the Second Lien Collateral and the Third Lien Collateral, and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Financing Documents, the Second Lien Financing Documents and the Third Lien Financing Documents.
