Common use of Similar Liens and Agreements Clause in Contracts

Similar Liens and Agreements. In furtherance of Sections 2.3 and 8.9, each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, and each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, agrees, subject to the other provisions of this Agreement: (a) upon request by the Directing First Lien Collateral Agent or the Directing Second Lien 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 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; and (b) that the documents, agreements or instruments creating or evidencing the First Lien Collateral and the Second Lien Collateral and guaranties for the First Lien Obligations and the Second Lien Obligations, subject to Section 5.3(c), shall be in all material respects the same forms of documents, agreements or instruments, other than with respect to the “first priority” and the “second priority” nature of the Liens thereunder, the identity of the secured parties that are parties thereto or secured thereby and other matters contemplated by this Agreement.

Similar Liens and Agreements. In furtherance of Sections 2.3 The parties hereto acknowledge and 8.9, each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, and each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, agrees, subject to the other provisions of this Agreement: (a) upon request by the Directing First Lien Collateral Agent or the Directing Second Lien Collateral Agent, to cooperate in good faith (and to direct agree that it is their counsel to cooperate in good faith) from time to time in order to determine the specific items included in intention that the First Lien Collateral and Collateral, the Second Lien Collateral and the 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 First Lien Collateral Agent, the Second Lien Collateral Agent or the Third Lien Collateral Agent, the specific assets included in the First Lien Collateral, the Second Lien Collateral and the Third Lien Collateral, the steps taken to perfect their respective the First Priority Liens, the Second Priority Liens and the Third Priority Liens thereon and the identity of the respective parties obligated under the First Lien Note Documents, the Second Lien Note Documents and the Second Third Lien Note Documents; and (b) that (i) the documents, agreements or and instruments creating or evidencing the First Lien Collateral and the Second Lien Collateral and guaranties for the First Lien Obligations and the Second Lien Obligations, subject to Section 5.3(c), Priority Liens shall be in all material respects in the same forms of form as the documents, agreements and instruments creating or instrumentsevidencing the Second Lien Collateral and the Second Priority Liens and (ii) the documents, agreements and instruments creating or evidencing the Second Lien Collateral and the Second Priority Liens shall be in all material respects in the same form as the documents, agreements and instruments creating or evidencing the Third Lien Collateral and the Third Priority Liens, in each case, other than with respect to the “first priority” , second priority and the “second priority” third priority nature of the Liens created or evidenced thereunder, the obligations secured thereby, the identity of the secured parties Secured Parties that are parties thereto or secured thereby and other matters contemplated by this Agreement.

Similar Liens and Agreements. The parties hereto agree that it is their intention that neither the First-Lien Collateral nor the Second-Lien Collateral be more expansive than the Second-Lien Collateral and the First-Lien Collateral, respectively. In furtherance of Sections 2.3 the foregoing and 8.9of Section 8.9 hereof, each First the First-Lien Collateral Agent, for itself the other First-Lien Secured Parties, the Second-Lien Agent and on behalf of its Related First the other Second-Lien Claimholders, and each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, agreesSecured Parties agree, subject to the other provisions of this Agreement: (ai) upon request by the Directing First First-Lien Collateral Agent or the Directing Second Second-Lien 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 First Second-Lien Collateral and or the Second First-Lien Collateral Collateral, respectively, and the steps taken to perfect their respective the Liens thereon and the identity of the respective parties obligated under the First Second-Lien Collateral Documents or the First-Lien Collateral Documents, respectively; (ii) that the First-Lien Collateral Documents and the Second Lien Documents; and (b) that the documents, agreements or instruments creating or evidencing the First Second-Lien Collateral and the Second Lien Collateral and guaranties for the First Lien Obligations and the Second Lien Obligations, subject to Section 5.3(c), Documents shall be in all material respects the same forms of documents, agreements or instruments, documents other than with respect to the “first priority” and the “second priority” priority nature of the Liens thereunder, created thereunder in the identity of respective Collateral; and (iii) that the secured parties that are parties thereto or secured thereby guarantees for the First-Lien Obligations and other matters contemplated by this Agreementthe Second-Lien Obligations shall be substantially in the same form.

Similar Liens and Agreements. The parties hereto agree that it is their intention that (i) the Second-Lien Collateral shall not be more expansive than the First-Lien Collateral and (ii) other than the Excluded Second-Lien Collateral, the First-Lien Collateral shall not be more expansive than the Second-Lien Collateral. In furtherance of Sections 2.3 the foregoing and 8.9of Section 8.9 hereof, each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, Agent and each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, Creditor agrees, subject to the other provisions of this Agreement: (ai) upon the reasonable request by any Agent to the Directing First Lien Collateral Agent or the Directing Second Lien Collateral other 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 their respective Collateral (other than in the First case of the First-Lien Collateral and Collateral, the Second Excluded Second-Lien Collateral Collateral) and the steps taken to perfect their respective the Liens thereon and the identity of the respective parties obligated under the First First-Lien Documents and the Second Second-Lien Notes Documents, respectively; and (bii) that the documents, agreements or instruments Second-Lien Security Documents creating or evidencing Liens on the First Lien Shared Collateral and the Second Lien Collateral and guaranties for the First Lien Obligations and the Second Lien Obligations, subject to Section 5.3(c), shall be in all material respects the same forms of documents, agreements or instruments, documents as the respective First-Lien Security Documents creating Liens on the Shared Collateral other than (A) with respect to the “first priority” and description of the “second priority” Collateral, (B) with respect to the priority nature of the Liens thereunder, created thereunder in such Collateral and (C) such other changes as shall be agreed between the identity of the secured parties that are parties thereto or secured thereby and other matters contemplated by this Agreementwhich make such Second-Lien Security Document less restrictive than the corresponding First-Lien Security Document.

Similar Liens and Agreements. The parties hereto agree that it is their intention that the Collateral be identical for all Second Lien Secured Parties; provided, that this provision will not be violated with respect to any particular Series if the Secured Second Lien Document for such Series prohibits the Authorized Representative for that Series from accepting a Lien on such asset or property or such Authorized Representative otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Liens with respect to a particular Series, a “Declined Lien”). In furtherance of Sections 2.3 and 8.9of, each First Lien Collateral Agentbut subject to, for itself and on behalf of its Related First Lien Claimholdersthe foregoing, and each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, agreesthe parties hereto agree, subject to the other provisions of this Agreement: (a) upon request by the Directing First Lien Collateral Agent or the Directing Second Lien Collateral Agentany Authorized 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 First Lien Collateral and the Second Lien Shared 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 Secured Second Lien Documents; and (b) that the documents, agreements or instruments documents and agreement creating or evidencing the First Lien Liens on Shared Collateral and securing the Second Lien Collateral and guaranties for the First Lien Obligations and the Second Lien Obligations, subject to Section 5.3(c), shall be in all material respects the same forms of documentsdocuments as on another, except that the documents and agreements creating or instruments, other than with respect to the “first priority” and the “second priority” nature of evidencing the Liens thereunder, securing the identity additional Second Lien Obligations may contain additional provisions as may be necessary or appropriate to establish the intercreditor arrangements among the various separate classes of the secured parties that are parties thereto or secured thereby creditors holding additional Second Lien Obligations and other matters contemplated by this Agreementto address any Declined Lien.

Similar Liens and Agreements. In furtherance of Sections 2.3 The parties hereto acknowledge and 8.9, each agree that it is their intention that the First Lien Collateral Agentand the Second Lien Collateral be identical. To the extent that, for itself and on behalf of its Related notwithstanding this Section 2.04, the First Lien ClaimholdersCollateral and Second Lien Collateral are not identical, and each the Second Lien Collateral Agent, for itself and on behalf of its Related the Second Lien ClaimholdersSecured Parties, agreesagrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.02. In furtherance of the other provisions of this Agreementforegoing, the parties hereto agree: (a) to cooperate in good faith in order to determine, upon any reasonable request by the Directing First Lien Collateral Agent or the Directing Second Lien 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 Property included in the First Lien Collateral and the Second Lien Collateral and Collateral, the steps taken to perfect their respective the First Priority Liens and the Second Priority Liens thereon and the identity of the respective parties obligated under the First Lien Loan Documents and the Second Lien Loan Documents; and; (b) that the documents, agreements or instruments creating or evidencing the First Lien Collateral and the Second Lien Collateral and guaranties for the First Lien Obligations and the Second Lien Obligations, subject to Section 5.3(c), Security Instruments shall be in all material respects in the same forms of documents, agreements or instrumentsform as the First Lien Security Instruments, other than with respect to the “first priority” priority and the “second priority” priority nature of the Liens created or evidenced thereunder, the identity of the secured parties Secured Parties that are parties thereto or secured thereby and other matters contemplated by this Agreement; and (c) that at no time shall there be any Guarantor in respect of the Second Lien Obligations that is not also a Guarantor in respect of the First Lien Obligations, and vice versa.

Similar Liens and Agreements. The parties hereto acknowledge and agree that, except as set forth in Section 2.1(d), it is their intention that the Collateral subject to Liens securing the First Lien Obligations and the Collateral subject to Liens securing the Second Lien Obligations be identical. In furtherance of Sections 2.3 and 8.9the foregoing, each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, and each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, agrees, subject to the other provisions of this Agreementparties hereto agree: (a) upon request by the Directing First Lien Collateral Agent or the Directing Second Lien 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 determine, upon any reasonable request by any First Lien Agent or any Second Lien Agent, the specific items assets included in the Collateral subject to Liens securing the First Lien Obligations and the Collateral and subject to Liens securing the Second Lien Collateral and Obligations, the steps taken to perfect their respective the Liens securing the First Lien Obligations thereon and the Liens securing the Second Lien Obligations thereon and the identity of the respective parties obligated under the First Lien Documents and the Second Lien Documents; and (b) that the documents, agreements or and instruments creating or evidencing the First Lien Collateral and subject to the Liens securing the Second Lien Collateral Obligations (and guaranties for the First Lien Obligations and the Second Lien Obligations, subject to Section 5.3(c), such Liens) shall be in all material respects in the same forms of form as the documents, agreements and instruments creating or instrumentsevidencing the Collateral subject to the Liens securing the First Lien Obligations (and such Liens), other than with respect to the “first priority” priority and the “second priority” priority nature of the Liens created or evidenced thereunder, the identity of the secured parties Secured Parties that are parties thereto or secured thereby and other matters contemplated by this Agreement.

Similar Liens and Agreements. The parties hereto acknowledge and agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. In furtherance of Sections 2.3 and 8.9the foregoing, each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, and each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, agrees, subject to the other provisions of this Agreementparties hereto agree: (a) to cooperate in good faith in order to determine, upon any request by the Directing First Lien Collateral Agent or the Directing Second Lien 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 assets included in the First Lien Collateral and the Second Lien Collateral and Collateral, the steps taken to perfect their respective the First Priority Liens and the Second Priority Liens thereon and the identity of the respective parties obligated under the First Lien Documents and the Second Lien Documents; and; (b) that the documents, agreements or and instruments creating or evidencing the First Lien Collateral and the First Priority Liens shall be substantially identical in form and substance as the documents, agreements and instruments creating or evidencing the Second Lien Collateral and guaranties for the First Lien Obligations and the Second Lien Obligations, subject to Section 5.3(c), shall be in all material respects the same forms of documents, agreements or instrumentsPriority Liens, other than with respect to the “first priority” priority and the “second priority” priority nature of the Liens created or evidenced thereunder; and (c) the Second Lien Collateral Agent, the identity for itself and on behalf of the secured parties other Second Lien Secured Parties, agrees that any amounts received by or distributed to any of the Second Lien Secured Parties pursuant to or as a result of Second Priority Liens on assets that are parties thereto or secured thereby and other matters contemplated by this Agreementnot subject to the First Priority Liens shall be subject to Section 4.01.

Similar Liens and Agreements. The parties hereto agree that it is their intention that the Super Priority Collateral, the Indenture Collateral and the Second Lien Collateral be identical. In furtherance of Sections 2.3 the foregoing and of Section 8.9, each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, and each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, agreesthe parties hereto agree, subject to the other provisions of this Agreement: (a) upon request by the Directing First Lien Super Priority Agent, the Collateral Agent or the Directing Second Lien Collateral Priority 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 Super Priority Collateral, the Indenture 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 Super Priority Loan Documents, the Indenture Documents and the Second Lien Loan Documents; and (b) that the documents, documents and agreements or instruments creating or evidencing the First Lien Super Priority Collateral, the Indenture Collateral and the Second Lien Collateral and guaranties guarantees for the First Lien Super Priority Obligations, the Indenture Obligations and the Second Lien Obligations, subject to Section 5.3(cSections 5.3(d) and 5.3(e), shall be in all material respects the same forms of documents, agreements or instruments, documents other than with respect to the “first priority” lien, the second lien and the “second priority” third lien nature of the Liens thereunderObligations thereunder and with respect to the Collateral Agent, the identity such other changes as are customary where a collateral agent is acting on behalf of the secured parties that are parties thereto or secured thereby securityholders and is not a lender acting on its own behalf and on behalf of other matters contemplated by this Agreementlenders.

Similar Liens and Agreements. The parties hereto agree that it is their intention that the Second Lien Collateral shall not be more expansive than the First Lien Collateral. In furtherance of Sections 2.3 the foregoing and 8.9of Section 8.9 hereof, each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, and each Second Lien Collateral Agent, for itself Agent and on behalf of its Related the other Second Lien Claimholders, agreesClaimholders agree, subject to the other provisions of this Agreement: (a) upon request by the Directing First Lien Collateral Agent or the Directing Second Lien 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 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 Financing Documents; and (b) that the documents, agreements or instruments creating or evidencing the First Lien Collateral and the Second Lien Collateral and guaranties for the First Lien Obligations and the Second Lien Obligations, subject to Section 5.3(c), shall be in all material respects the same forms of documents, agreements or instruments, other than with respect to Excluded Cash Collateral, the “first priority” Lien and the “second priority” Lien nature of the Liens Obligations thereunder, the identity of the secured parties that are parties thereto or secured thereby and other matters contemplated by this Agreement.

Similar Liens and Agreements. The parties hereto agree that, subject to the immediately preceding paragraph and Declined Liens, it is their intention that the 2024 First Lien Collateral and the Second Lien Collateral be identical. In furtherance of Sections 2.3 the foregoing and 8.9of Section 8.10, each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, and each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, agreesthe parties hereto agree, subject to the other provisions of this Agreement: (a) upon request by the Directing 2024 First Lien Collateral Agent or the Directing Second Lien 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 2024 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 2024 First Lien Loan Documents and the Second Lien Loan Documents; and (b) that the documents, documents and agreements or instruments creating or evidencing the 2024 First Lien Collateral and the Second Lien Collateral and guaranties guarantees for the 2024 First Lien Obligations and the Second Lien Obligations, subject to Section 5.3(c)2.3, shall be in all material respects the same forms of documents, agreements or instruments, documents other than with respect to provisions (x) to reflect the “first priority” lien and the “second priority” lien nature of the Liens thereunder, Obligations thereunder and (y) relating to the identity of the secured parties that are parties thereto or secured thereby and other matters contemplated by this AgreementEquity Rights.

Similar Liens and Agreements. The parties hereto acknowledge and agree that it is their intention that the Collateral subject to Liens securing the First Lien Obligations and the Collateral subject to Liens securing the Second Lien Obligations be identical. In furtherance of Sections 2.3 and 8.9the foregoing, each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, and each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, agrees, subject to the other provisions of this Agreementparties hereto agree: (a) upon request by the Directing First Lien Collateral Agent or the Directing Second Lien 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 determine, upon any reasonable request by the First Lien Agent or the Second Lien Agent, the specific items assets included in the Collateral subject to Liens securing the First Lien Obligations and the Collateral and subject to Liens securing the Second Lien Collateral and Obligations, the steps taken to perfect their respective the Liens securing the First Lien Obligations thereon and the Liens securing the Second Lien Obligations thereon and the identity of the respective parties obligated under the First Lien Documents and the Second Lien Documents; and (b) that the documents, agreements or and instruments creating or evidencing the First Lien Collateral and subject to the Liens securing the Second Lien Collateral Obligations (and guaranties for the First Lien Obligations and the Second Lien Obligations, subject to Section 5.3(c), such Liens) shall be in all material respects in the same forms of form as the documents, agreements and instruments creating or instrumentsevidencing the Collateral subject to the Liens securing the First Lien Obligations (and such Liens), other than with respect to the “first priority” senior priority and the “second priority” junior priority nature of the Liens created or evidenced thereunder, the identity of the secured parties Secured Parties that are parties thereto or secured thereby and other matters contemplated by this Agreement.

Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Lien Collateral and the Parity Lien Collateral be identical. In furtherance of Sections 2.3 the foregoing and of Section 8.9, each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, and each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, agreesthe parties hereto agree, subject to the other provisions of this Agreement: (a) upon request by the Directing First Lien Collateral Agent or the Directing Second Parity Lien 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 First Lien Collateral and the Second Parity 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 and the Second Parity Lien Documents; and (b) that, except to the extent that such documents and agreements are replaced in connection with a Refinancing of any First Lien Debt or Second Lien Debt as contemplated under Section 5.3, the documents, documents and agreements or instruments creating or evidencing the First Lien Collateral and the Second Parity Lien Collateral and guaranties guarantees for the First Lien Obligations and the Second Parity Lien Obligations, Obligations subject to Section 5.3(c5.3(d), shall be in all material respects the same forms of documents, agreements or instruments, documents other than with respect to the “first priority” lien and the “second priority” lien nature of the Liens Obligations thereunder, the identity of the secured parties that are parties thereto or secured thereby and other matters contemplated by this Agreement.

Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. In furtherance of Sections 2.3 the foregoing and 8.9of Section 9.10, each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, and each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, agreesthe parties hereto agree, subject to the other provisions of this Agreement: : (a) upon request by the Directing First Lien Collateral Agent Agent, any Secured Debt Representative, any First Lien Secured Party or the Directing any Second Lien Collateral AgentSecured Party, 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; and and (b) that the documents, agreements or and instruments creating or evidencing the Liens on the First Lien Collateral and the Liens on the Second Lien Collateral and guaranties for the First Lien Obligations Guaranties and the Second Lien Obligations, subject to Section 5.3(c), Guaranties shall be in all material respects the same forms of documents, agreements or instruments, documents other than with respect to the “first priority” and the “lien or second priority” lien nature of the Liens Obligations thereunder, the identity of the secured parties that are parties thereto or secured thereby and other matters contemplated by this Agreement.. SECTION

Similar Liens and Agreements. The parties hereto (including Holdings and the Borrower, on behalf of itself and its Subsidiaries) agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. In furtherance of Sections 2.3 the foregoing and 8.9of Section 8.09, each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, and each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, agreesthe parties hereto agree, subject to the other provisions of this Agreement: (ai) upon request by the Directing First Lien Collateral Agent or the Directing Second Lien 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 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 Finance Documents and the Second Lien Loan Documents; and (bii) that the documents, documents and agreements or instruments creating or evidencing the First Lien Collateral and the Second Lien Collateral and guaranties guarantees for the First Lien Obligations and the Second Lien Obligations, subject to Section 5.3(c5.03(d), shall be in all material respects the same forms of documents, agreements or instruments, documents other than with respect to the “first priority” lien and the “second priority” lien nature of the Liens Obligations thereunder, the identity of the secured parties that are parties thereto or secured thereby and other matters contemplated by this Agreement.

Similar Liens and Agreements. The parties hereto acknowledge and agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. To the extent that, notwithstanding this Section 2.04, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Administrative Agent, on behalf of the Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.02. In furtherance of Sections 2.3 and 8.9the foregoing, each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, and each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, agrees, subject to the other provisions of this Agreementparties hereto agree: (a) upon request by the Directing First Lien Collateral Agent or the Directing Second Lien 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 determine, upon any reasonable request by the First Lien Administrative Agent or the Second Lien Administrative Agent, the specific items assets included in the First Lien Collateral and the Second Lien Collateral and Collateral, the steps taken to perfect their respective the First Priority Liens and the Second Priority Liens thereon and the identity of the respective parties obligated under the First Lien Loan Documents and the Second Lien Loan Documents; and; (b) that the documents, agreements or instruments creating or evidencing the First Lien Collateral and the Second Lien Collateral and guaranties for the First Lien Obligations and the Second Lien Obligations, subject to Section 5.3(c), Security Instruments shall be in all material respects in the same forms of documents, agreements or instrumentsform as the First Lien Security Instruments, other than with respect to the “first priority” priority and the “second priority” priority nature of the Liens created or evidenced thereunder, the identity of the secured parties Secured Parties that are parties thereto or secured thereby and other matters contemplated by this Agreement; and (c) that at no time shall there be any Guarantor in respect of the Second Lien Obligations that is not also a Guarantor in respect of the First Lien Obligations, and vice versa.

Similar Liens and Agreements. The parties hereto agree that, except as provided in Section 2.3 hereof, it is their intention that neither the First-Lien Collateral nor the Second-Lien Collateral be more expansive than the Second-Lien Collateral and the First-Lien Collateral, respectively. In furtherance of Sections 2.3 the foregoing and 8.9of Section 9.9 hereof, each First the First-Lien Collateral Agent, for itself and on behalf of its Related First the other First-Lien ClaimholdersCreditors, and each Second the Second-Lien Collateral Agent, for itself Agent and on behalf of its Related Second the other Second-Lien Claimholders, agreesCreditors agree, subject to the other provisions of this Agreement: (ai) upon request by the Directing First First-Lien Collateral Agent or the Directing Second Second-Lien 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 First Second-Lien Collateral and or the Second First-Lien Collateral Collateral, respectively, and the steps taken to perfect their respective the Liens thereon and the identity of the respective parties obligated under the First Second-Lien Security Documents or the First-Lien Security Documents, respectively; (ii) that the First-Lien Security Documents and the Second Second-Lien Documents; and (b) that the documents, agreements or instruments creating or evidencing the First Lien Collateral and the Second Lien Collateral and guaranties for the First Lien Obligations and the Second Lien Obligations, subject to Section 5.3(c), Security Documents shall be in all material respects the same forms of documents, agreements or instruments, documents other than with respect to the “first priority” and the “second priority” priority nature of the Liens thereunder, created thereunder in the identity of respective Collateral; and (iii) that the secured parties that are parties thereto or secured thereby guarantees for the First-Lien Obligations and other matters contemplated by this Agreementthe Second-Lien Obligations shall be substantially in the same form.

Similar Liens and Agreements. The parties hereto agree that it is their intention that the Second-Lien Collateral shall not be more expansive than the First-Lien Collateral. In furtherance of Sections 2.3 the foregoing and 8.9of Section 8.9 hereof, each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, Agent and each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, Creditor agrees, subject to the other provisions of this Agreement: (ai) upon request by either Agent to the Directing First Lien Collateral Agent or the Directing Second Lien Collateral other 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 their respective Collateral and the steps taken to perfect their respective the Liens thereon and the identity of the respective parties obligated under the First First-Lien Documents and the Second Second-Lien Notes Documents; and, respectively; (bii) that the documents, agreements or instruments Second-Lien Security Documents creating or evidencing Liens on the First Lien Shared Collateral and the Second Lien Collateral and guaranties for the First Lien Obligations and the Second Lien Obligations, subject to Section 5.3(c), shall be in all material respects the same forms of documents, agreements or instruments, documents as the respective First-Lien Security Documents creating Liens on the Shared Collateral other than (A) with respect to the “first priority” and the “second priority” priority nature of the Liens thereundercreated thereunder in such Shared Collateral, (B) such other modifications to such Second-Lien Security Documents which are less restrictive than the identity corresponding First-Lien Security Documents and (C) provisions in the Second-Lien Security Documents which are solely applicable to the rights and duties of the secured parties Second-Lien Collateral Agent and/or the Second-Lien Notes Trustee; and (iii) that are parties thereto or secured thereby and other matters contemplated by this Agreementat no time shall there be any Obligor in respect of the Second-Lien Obligations that is not also an Obligor in respect of the First-Lien Obligations.

Similar Liens and Agreements. In furtherance of Sections 2.3 and 8.9, each The parties hereto agree that it is their intention that the First Lien Collateral Agentand the Second Lien Collateral be identical. To the extent that, for itself notwithstanding this Section 2.4, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Representative, on behalf of its Related First Lien Claimholders, and each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, agreesagrees that any amounts received by or distributed to any of them after an Enforcement Action pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral shall be subject to Section 4.2. In furtherance of the foregoing and of Section 8.9, the parties hereto agree, subject to the other provisions of this Agreement: (a) upon request by the Directing First Lien Collateral Agent Representative or the Directing Second Lien Collateral AgentRepresentative, 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; and (b) that the documents, documents and agreements or instruments creating or evidencing the First Lien Collateral and the Second Lien Collateral and guaranties guarantees for the First Lien Obligations and the Second Lien Obligations, subject to Section 5.3(c), Obligations shall be in all material respects the same forms of documents, agreements or instruments, documents other than with respect to the “first priority” Lien and the “second priority” Lien nature of the Liens obligations and Collateral thereunder, the identity of the secured parties that are parties thereto or secured thereby and other matters contemplated by this Agreement.

Similar Liens and Agreements. The parties hereto agree that, subject to Sections 2.3 and 5.3(c) and except for Excluded Collateral, upon which neither the First Lien Administrative Agent nor the Second Lien Collateral Trustee shall hold a Lien but upon which the Second Lien Administrative Agent shall hold a Lien, it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. In furtherance of Sections 2.3 the foregoing and 8.9of Section 8.10, each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, and each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, agreesthe parties hereto agree, subject to the other provisions of this Agreement: (a) upon request by the Directing First Lien Collateral Administrative Agent or the Directing Second Lien Collateral AgentTrustee, 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 Loan Documents and the Second Lien Documents; and (b) that the documents, documents and agreements or instruments creating or evidencing the First Lien Collateral and the Second Lien Collateral and guaranties guarantees for the First Lien Obligations and the Second Lien Obligations, subject to Section Sections 2.3 and 5.3(c), shall be in all material respects the same forms of documents, agreements or instruments, documents other than with respect to the “first priority” lien and the “second priority” lien nature of the Liens Obligations thereunder, the identity of the secured parties that are parties thereto or secured thereby and other matters contemplated by this Agreement.

Similar Liens and Agreements. The parties hereto agree that, subject to Sections 2.3 and 5.3(c), it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. In furtherance of Sections 2.3 the foregoing and 8.9of Section 8.12, each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, and each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, agreesthe parties hereto agree, subject to the other provisions of this Agreement: (a) upon request by the Directing any First Lien Collateral Agent or the Directing any Second Lien 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 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 and the Second Lien Loan Documents; and; (b) that the documents, documents and agreements or instruments creating or evidencing the First Lien Collateral and the Second Lien Collateral and guaranties for the First Lien Obligations and the Second Lien ObligationsCollateral, subject to Section Sections 2.3 and 5.3(c), shall be in all material respects the same forms of documents, agreements or instruments, documents other than with respect to the “first priority” lien and the “second priority” lien nature of the Liens Obligations thereunder, the identity ; and (c) that at no time shall there be (i) any Grantor that is an obligor in respect of the secured parties Second Lien Obligations that are parties thereto is not also an obligor in respect of the First Lien Obligations or secured thereby and other matters contemplated by this Agreement(ii) any Grantor that is an obligor in respect of the First Lien Obligations that is not also an obligor in respect of the Second Lien Obligations.

Similar Liens and Agreements. The parties hereto acknowledge and agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. In furtherance of Sections 2.3 and 8.9the foregoing, each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, and each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, agrees, subject to the other provisions of this Agreementparties hereto agree: (a) upon request by the Directing First Lien Collateral Agent or the Directing Second Lien 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 determine, upon any reasonable request by the First Lien Collateral Agent or the Second Lien Collateral Agent, the specific items assets included in the First Lien Collateral and the Second Lien Collateral and Guaranty Collateral, the steps taken to perfect their respective the First Priority Liens and the Second Priority Guaranty Liens thereon and the identity of the respective parties obligated under the First Lien Loan Documents and the Second Lien Loan Documents; and (b) that the documents, agreements and instruments creating or evidencing the Second Lien Guaranty Collateral and the Second Priority Guaranty Liens shall be in all material respects in the same form as the documents, agreements and instruments creating or evidencing the First Lien Collateral and the Second Lien Collateral and guaranties for the First Lien Obligations and the Second Lien Obligations, subject to Section 5.3(c), shall be in all material respects the same forms of documents, agreements or instrumentsPriority Liens, other than with respect to the “first priority” priority and the “second priority” priority nature of the Liens created or evidenced thereunder, the identity of the secured parties that are parties thereto or secured thereby and other matters contemplated by this Agreement.

Similar Liens and Agreements. The parties hereto agree that it is their intention that the Second Lien Collateral shall not be more expansive than the First Lien Collateral. In furtherance of the foregoing and of Sections 2.3 and 8.9, each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, and each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, agrees, subject to the other provisions of this Agreement: (a) upon request by the Directing First Lien Collateral Agent or the Directing Second Lien 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 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; and (b) that the documents, agreements or instruments creating or evidencing the First Lien Collateral and the Second Lien Collateral and guaranties for the First Lien Obligations and the Second Lien Obligations, subject to Section 5.3(c), Obligations shall be in all material respects the same forms of documents, agreements or instruments, other than with respect to the “first priority” and the “second priority” nature of the Liens thereunder, the identity of the secured parties that are parties thereto or secured thereby and other matters contemplated by this Agreement.

Similar Liens and Agreements. The parties hereto agree that, subject to Sections 2.3 and 5.3(c), it is their intention that the Collateral securing the First Lien Obligations, the Second Lien Obligations, the Third Lien Obligations and the Fourth Lien Obligations be identical. In furtherance of Sections 2.3 the foregoing and 8.9of Section 8.12, each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, and each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, agreesthe parties hereto agree, subject to the other provisions of this Agreement: (a) upon request by the Directing First Lien Collateral Agent or the Directing Second Lien any 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 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 Loan Documents, the Third Lien Loan Documents and the Second Fourth Lien Loan Documents; and (b) that the documents, agreements or instruments creating or evidencing the First Lien Collateral and Documents, the Second Lien Collateral Documents, the Third Lien Collateral Documents and guaranties the Fourth Lien Collateral Documents and guarantees for the First Lien Obligations and Obligations, the Second Lien Obligations, the Third Lien Obligations and the Fourth Lien Obligations, subject to Section Sections 2.3 and 5.3(c), shall be in all material respects the same forms of documents, agreements or instruments, documents other than with respect to the “first priority” lien, second lien, third lien and the “second priority” fourth lien nature of the Liens Obligations thereunder, the identity of the secured parties that are parties thereto or secured thereby and other matters contemplated by this Agreement.

Similar Liens and Agreements. In furtherance of Sections 2.3 The parties hereto acknowledge and 8.9, each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, and each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, agrees, subject to the other provisions of this Agreement: (a) upon request by the Directing First Lien Collateral Agent or the Directing Second Lien Collateral Agent, to cooperate in good faith (and to direct agree that it is their counsel to cooperate in good faith) from time to time in order to determine the specific items included in intention that the First Lien Collateral and the 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 Designated First-Priority Representative or the Designated Second-Priority Representative, the specific assets included in the First-Priority Collateral and the Second-Priority Collateral, the steps taken to perfect their respective the Liens securing the First-Priority Obligations and the Liens securing the Second-Priority Obligations thereon and the identity of the respective parties obligated under the First Lien First-Priority Documents and the Second Lien Second-Priority Documents; and (b) that the documents, agreements or and instruments creating or evidencing the First Lien Second-Priority Collateral and the Second Lien Collateral and guaranties for Liens securing the First Lien Second-Priority Obligations and the Second Lien Obligations, subject to Section 5.3(c), shall be in all material respects in the same forms of form, and covering the same Collateral, as the documents, agreements and instruments creating or instrumentsevidencing the First-Priority Collateral and the Liens securing the First-Priority Obligations, other than with respect to the “first priority” priority and the “second priority” priority nature of the Liens created or evidenced thereunder, the identity of the secured parties Secured Parties that are parties thereto or secured thereby and other matters contemplated by this Agreement.

Similar Liens and Agreements. In furtherance of Sections 2.3 and 8.911.9, the First Lien Collateral Agent and each First Lien Collateral AgentRepresentative, for itself and on behalf of its Related First Lien Claimholders, and the Second Lien Collateral Agent and each Second Lien Collateral AgentRepresentative, for itself and on behalf of its Related Second Lien Claimholders, agrees, subject to the other provisions of this Agreement: (a) upon request by the Directing First Lien Collateral Agent or the Directing Second Lien 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 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; and (b) except to the extent not possible or practicable in any jurisdiction based on advice of local counsel to the First Lien Collateral Agent, that the documents, agreements or instruments creating or evidencing the First Lien Collateral and the Second Lien Collateral and guaranties for the First Lien Obligations and the Second Lien Obligations, subject to Section 5.3(c), shall be in all material respects the same forms of documents, agreements or instruments, other than with respect to the “first priority” and the “second priority” nature of the Liens thereunder, the identity of the secured parties that are parties thereto or secured thereby and other matters contemplated by this Agreement.