Common use of Similar Liens and Agreements Clause in Contracts

Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Priority Collateral and the Second Priority Collateral shall be identical. In furtherance of the foregoing, the parties hereto agree, subject to the other provisions of this Agreement: (a) upon request by the First Priority Representative or the Second Priority 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 Priority Collateral and the Second Priority Collateral and the steps taken to perfect their respective Liens and the identity of the respective parties obligated under the First Priority Documents and the Second Priority Documents; and (b) that the documents and agreements creating or evidencing the First Priority Collateral and the Second Priority Collateral and guarantees for the First Priority Obligations and the Second Priority Obligations shall be in all material respects the same forms of documents other than (i) with respect to the first priority and the second priority nature of the security interests created thereunder and (ii) as provided in Section 2.06. (c) So long as the First Priority Obligations Payment Date has not occurred, if any Second Priority Secured Party shall acquire or hold any new Lien on any assets of any Loan Party securing any Second Priority Obligation which assets are not also subject to the first-priority Lien of the First Priority Representative under the First Priority Documents, then the Second Priority Representative, will, without the need for any further consent of any other Second Priority Secured Party, notwithstanding anything to the contrary in any other Second Priority Document, hold such Lien for the benefit of the First Lien Representative. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First Priority Secured Parties, the Second Priority Representative and the other Second Priority Secured Parties agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.05(c) shall be subject to Section 4.01.

Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Priority ABL Collateral (other than ABL Foreign Collateral) granted to ABL Agent and the Second Priority Collateral shall to Term Loan Agent be identicalidentical in all material respects. In furtherance of the foregoingforegoing and of Section 9.8, the parties hereto agree, subject to the other provisions of this Agreement: (ai) upon the reasonable request by the First Priority Representative ABL Agent or the Second Priority RepresentativeTerm Loan 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 Priority ABL Collateral and the Second Priority Collateral (other than ABL Foreign 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 Priority ABL Documents and the Second Priority DocumentsTerm Loan Documents with respect thereto; and (bii) that the documents ABL Collateral Documents with respect to the ABL Collateral (other than with respect to ABL Foreign Collateral) and agreements creating or evidencing Term Loan Collateral Documents with respect to the First Priority Collateral and the Second Priority Collateral and guarantees for the First Priority Obligations and the Second Priority Obligations ABL Collateral, shall be be, in all material respects respects, the same forms of documents other than (i) with respect to the first priority ABL and the second priority Term Loan nature thereof and with respect to the Term Loan Priority Collateral; (b) The foregoing to the contrary notwithstanding, each of the parties agrees that to the extent that ABL Agent or Term Loan Agent obtains a Lien in an asset (of a type that is not included in the types of assets included in the ABL Collateral as of the date hereof or which would not constitute ABL Collateral without a grant of a security interests created thereunder interest or lien separate from the ABL Documents or Term Loan 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 ABL Collateral securing the ABL Debt and (ii) as provided the Term Loan Debt 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 Section 2.06the scope or extent of perfection with respect to the ABL Collateral resulting therefrom are hereby expressly permitted by this Agreement. (c) So long as The parties hereto acknowledge that the First Priority Obligations Payment Date ABL Agent has not occurred, if any Second Priority Secured Party shall acquire or hold any new a first priority Lien on any assets of any the ABL Foreign Collateral to secure the ABL Canadian Obligations, and that the Term Loan Party securing any Second Priority Obligation which assets are Claimholders do not also subject to have a Lien on the first-ABL Foreign Collateral. The parties hereto acknowledge that the Term Loan Agent has a first priority Lien of on the First Term Loan Priority Representative under Collateral to secure the First Priority DocumentsTerm Loan Debt, then the Second Priority Representative, will, without the need for any further consent of any other Second Priority Secured Party, notwithstanding anything to the contrary in any other Second Priority Document, hold such Lien for the benefit of the First Lien Representative. To the extent and that the foregoing provisions are ABL Claimholders do not complied with for any reason, without limiting any other rights and remedies available to have a Lien on the First Term Loan Priority Secured Parties, the Second Priority Representative and the other Second Priority Secured Parties agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.05(c) shall be subject to Section 4.01Collateral.

Similar Liens and Agreements. (a) The parties hereto agree that it is their intention that the First Priority ABL Collateral and the Second Priority Term Collateral shall be identicalidentical except as provided in Section 6 hereof. In furtherance of the foregoingforegoing and of Section 8.8, the parties hereto agree, subject to the other provisions of this Agreement: : (ai) upon request by the First Priority Representative ABL Agent or by the Second Priority RepresentativeTerm 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 Priority ABL Collateral and in the Second Priority Term 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 Priority ABL Documents and under the Term Documents; and (ii) that the ABL Collateral Documents and the Second Priority Documents; and (b) that the documents and agreements creating or evidencing the First Priority Term Collateral and the Second Priority Collateral Documents and guarantees for the First Priority Obligations ABL Debt and the Second Priority Obligations Term Debt, shall be be, in all material respects respects, the same forms of documents other than (i) with respect to the first priority and the second priority nature priorities of the security interests created thereunder and (ii) as provided in Section 2.06Liens granted thereunder. (cb) So long as the First Priority Obligations Payment Date has not occurred, if any Second Priority Secured Party shall acquire or hold any new Lien on any assets of any Loan Party securing any Second Priority Obligation which assets are not also subject to the first-priority Lien of the First Priority Representative under the First Priority Documents, then the Second Priority Representative, will, without the need for any further consent of any other Second Priority Secured Party, notwithstanding anything The foregoing to the contrary in any other Second Priority Documentnotwithstanding, hold such Lien for the benefit each of the First Lien Representative. To parties agrees that to the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to ABL Agent or the First Priority Secured Parties, the Second Priority Representative and Term Agent obtains a Lien in an asset: (i) which the other Second Priority Secured Parties agree that any amounts received by or distributed party to any of them pursuant this Agreement elects not to or obtain as a result of the exercise of its discretion (whether for regulatory, legal, practical or any other reason) pursuant to and as permitted under the ABL Documents or the Term Documents, as applicable; or (ii) 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 ABL Documents or the Term 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 ABL Debt and the Term Debt will not be identical, and the provisions of the documents, agreements and instruments evidencing such Liens granted also will not be substantively similar, and any such difference in contravention the scope or extent of perfection with respect to the Collateral resulting therefrom are hereby expressly permitted by this Section 2.05(c) shall be subject to Section 4.01Agreement.

Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Priority Collateral and the Second Priority Collateral shall be identical, except as provided in Section 2.3. In furtherance of the foregoingforegoing and of Section 8.9, the parties hereto agree, subject to the other provisions of this Agreement: (a) upon request by , the First Priority Representative or the Second Priority Representative, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to Agent shall determine the specific items included in the First Priority Collateral and the Second Priority Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties Persons obligated under the First Priority Loan Documents and the Second Priority Documents; Indenture Documents and shall provide such information to the Second Priority Collateral Agent upon request. Notwithstanding the foregoing Sections 2.3 and 2.4, (x) to the extent a second lien pledge of the Equity Interests of any Foreign Subsidiary is prohibited or otherwise unenforceable under local law of any jurisdiction outside the United States but a first lien pledge thereof is not so prohibited or otherwise unenforceable, the First Priority Loan Documents may include a pledge of such Equity Interests and the Second Priority Indenture Documents may not include a pledge of such Equity Interests and (b) that , except to the documents and agreements creating extent held as a bailee or evidencing custodian or agent by the First Priority Collateral and Agent on behalf of the Second Priority Collateral Agent under Section 5.5, the Second Priority Collateral shall not include the Equity Interests of such Foreign Subsidiary and guarantees for (y) it is understood by each of the parties that to the extent that the First Priority Collateral Agent or the Second Priority Collateral Agent obtains a Lien on 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 Priority Loan Documents or Second Priority Indenture Documents, as applicable, as in effect immediately prior to obtaining such Lien on such asset) which the other party to this Agreement elects in writing not to obtain after receiving prior written notice thereof, the Collateral securing the First Priority Obligations and the Second Priority Obligations shall 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 all material respects the same forms scope or extent of documents other than (i) perfection with respect to the first priority and the second priority nature of the security interests created thereunder and (ii) as provided in Section 2.06Collateral resulting therefrom are hereby expressly permitted by this Agreement. (c) So long as the First Priority Obligations Payment Date has not occurred, if any Second Priority Secured Party shall acquire or hold any new Lien on any assets of any Loan Party securing any Second Priority Obligation which assets are not also subject to the first-priority Lien of the First Priority Representative under the First Priority Documents, then the Second Priority Representative, will, without the need for any further consent of any other Second Priority Secured Party, notwithstanding anything to the contrary in any other Second Priority Document, hold such Lien for the benefit of the First Lien Representative. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First Priority Secured Parties, the Second Priority Representative and the other Second Priority Secured Parties agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.05(c) shall be subject to Section 4.01.

Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Priority Collateral and the Second Priority Collateral shall be identical. In furtherance of the foregoing, the parties hereto agree, subject to the other provisions of this Agreement: (a) upon request by the First Priority Representative or the Second Priority 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 Priority Collateral and the Second Priority Collateral and the steps taken to perfect their respective Liens and the identity of the respective parties obligated under the First Priority Documents and the Second Priority Documents; and (b) that the documents and agreements creating or evidencing the First Priority Collateral and the Second Priority Collateral and guarantees for the First Priority Obligations and the Second Priority Obligations shall be in all material respects the same forms of documents other than (i) with respect to the first priority and the second priority nature of the security interests created thereunder and (ii) as provided in Section 2.062.6. (c) So long as the First Priority Obligations Payment Date has not occurred, if any Second Priority Secured Party shall acquire or hold any new Lien on any assets of any Loan Party securing any Second Priority Obligation which assets are not also subject to the first-priority Lien of the First Priority Representative under the First Priority Documents, then the Second Priority Representative, will, without the need for any further consent of any other Second Priority Secured Party, notwithstanding anything to the contrary in any other Second Priority Document, hold such Lien for the benefit of the First Lien Representative. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First Priority Secured Parties, the Second Priority Representative and the other Second Priority Secured Parties agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.05(c2.5(c) shall be subject to Section 4.014.1.

Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Priority Collateral and the Second Priority Collateral shall be identical, except as provided in Section 2.3. In furtherance of the foregoingforegoing and of Section 8.9, the parties hereto agree, subject to the other provisions of this Agreement: (a) , that, upon request by the First Priority Representative Collateral Agent or the Second Priority RepresentativeCollateral Agent, to each shall cooperate reasonably and 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 Priority Collateral and the Second Priority Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties Persons obligated under the First Priority Loan Documents and the Second Priority Documents; . Notwithstanding the foregoing Sections 2.3 and 2.4, (x) to the extent a second lien pledge of the Equity Interests of any Foreign Subsidiary is prohibited or otherwise unenforceable under local law of any jurisdiction outside the United States but a first lien pledge thereof is not so prohibited or otherwise unenforceable, the First Priority Loan Documents may include a pledge of such Equity Interests and the Second Priority Documents may not include a pledge of such Equity Interests and (b) that , except to the documents and agreements creating extent held as a bailee or evidencing custodian or agent by the First Priority Collateral and Agent on behalf of the Second Priority Collateral Agent under Section 5.5, the Second Priority Collateral shall not include the Equity Interests of such Foreign Subsidiary and guarantees for (y) it is understood by each of the parties that to the extent that the First Priority Collateral Agent or the Second Priority Collateral Agent obtains a Lien on 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 Priority Loan Documents or Second Priority Documents, as applicable, as in effect immediately prior to obtaining such Lien on such asset) which the other party to this Agreement elects in writing not to obtain after receiving prior written notice thereof, the Collateral securing the First Priority Loan Obligations and the Second Priority Loan Obligations shall will not be identical, any such difference in all material respects the same forms scope or extent of documents other than (i) perfection with respect to the first priority and the second priority nature of the security interests created thereunder and (ii) as provided in Section 2.06Collateral resulting therefrom are hereby expressly permitted by this Agreement. (c) So long as the First Priority Obligations Payment Date has not occurred, if any Second Priority Secured Party shall acquire or hold any new Lien on any assets of any Loan Party securing any Second Priority Obligation which assets are not also subject to the first-priority Lien of the First Priority Representative under the First Priority Documents, then the Second Priority Representative, will, without the need for any further consent of any other Second Priority Secured Party, notwithstanding anything to the contrary in any other Second Priority Document, hold such Lien for the benefit of the First Lien Representative. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First Priority Secured Parties, the Second Priority Representative and the other Second Priority Secured Parties agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.05(c) shall be subject to Section 4.01.

Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Priority Revolver Collateral and the Second Priority Term Loan Collateral shall be identical. In furtherance of the foregoingforegoing and of Section 9.8, the parties hereto agree, subject to the other provisions of this Agreement: (a) upon request by the First Priority Representative Revolver Agent or the Second Priority RepresentativeTerm Loan 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 Priority Revolver Collateral and the Second Priority Term Loan 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 Priority Revolver Loan Documents and the Second Priority Term Loan Documents; and; (b) that the documents Revolver Collateral Documents and agreements creating or evidencing the First Priority Term Loan Collateral and the Second Priority Collateral Documents and guarantees for the First Priority Revolver Obligations and the Second Priority Obligations Term Loan Obligations, shall be in all material respects the same forms of documents documents; and (c) upon request by Teen Loan Agent after the Discharge of the Revolver Priority Obligations, Revolver Agent will provide written notice thereof to each Cash Management Bank (as such term is defined in the Revolver Loan Documents). The foregoing to the contrary notwithstanding, it is understood by each of the parties that to the extent that Revolver Agent or Term Loan 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 Revolver Loan Documents or Term Loan Documents, as applicable, as in effect immediately prior to obtaining such Lien on such asset) which the other than (i) party to this Agreement is directed not to obtain by the requisite Revolver Lenders under the Revolver Credit Agreement or requisite Term Loan Lenders under the Term Loan Credit Agreement, as the case may be, after receiving prior written notice thereof in accordance with the provisions of Section 2.3, the Collateral securing the Revolver Loan Obligations and the Term Loan 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 first priority and the second priority nature of the security interests created thereunder and (ii) as provided in Section 2.06Collateral resulting therefrom are hereby expressly permitted by this Agreement. (c) So long as the First Priority Obligations Payment Date has not occurred, if any Second Priority Secured Party shall acquire or hold any new Lien on any assets of any Loan Party securing any Second Priority Obligation which assets are not also subject to the first-priority Lien of the First Priority Representative under the First Priority Documents, then the Second Priority Representative, will, without the need for any further consent of any other Second Priority Secured Party, notwithstanding anything to the contrary in any other Second Priority Document, hold such Lien for the benefit of the First Lien Representative. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First Priority Secured Parties, the Second Priority Representative and the other Second Priority Secured Parties agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.05(c) shall be subject to Section 4.01.

Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Priority Collateral securing each of the ABL Facility Obligations, the Term Loan Obligations and the Second Junior Priority Obligations be the same (and perfected to the same extent); provided that any Collateral shall be identicalAgent can decide on behalf of its respective Secured Parties to not take Collateral (or perfect such Collateral) on behalf of itself and such Secured Parties, but that will not affect the Collateral (or perfection thereof) of any other Secured Party. In furtherance of the foregoingforegoing and of Section 8.7, the parties hereto agreeeach Collateral Agent and each Secured Party agrees, subject to the other provisions of this Agreement, that: (ai) upon request by the First Priority Representative or the Second Priority Representativeany Directing 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 Collateral securing the ABL Facility Obligations, the Term Loan Obligations or the Junior Priority Collateral and Obligations, as the Second Priority Collateral case may be, and the steps taken to perfect their respective the Liens thereon and the identity of the respective parties obligated under the First Priority ABL Facility Documents, the Term Loan Documents and or the Second Junior Priority Documents, as the case may be; and (bii) that the documents and agreements creating or evidencing Term Loan Security Documents, the First Junior Priority Collateral Security Documents and the Second Priority ABL Facility Security Documents creating Liens on the Collateral and guarantees for the First Priority Obligations and the Second Priority Obligations shall be in all material respects the same forms of documents other than (i) with respect to the first priority of the Liens created thereunder in such Collateral and the second priority nature ABL Facility Obligations constituting an asset based facility (it being understood that the Term Loan Security Documents, Junior Priority Security Documents and ABL Facility Security Documents (in each case, as in effect on the date hereof) satisfy this provision as of the security interests created thereunder and (ii) as provided in Section 2.06date hereof). (c) So long as the First Priority Obligations Payment Date has not occurred, if any Second Priority Secured Party shall acquire or hold any new Lien on any assets of any Loan Party securing any Second Priority Obligation which assets are not also subject to the first-priority Lien of the First Priority Representative under the First Priority Documents, then the Second Priority Representative, will, without the need for any further consent of any other Second Priority Secured Party, notwithstanding anything to the contrary in any other Second Priority Document, hold such Lien for the benefit of the First Lien Representative. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First Priority Secured Parties, the Second Priority Representative and the other Second Priority Secured Parties agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.05(c) shall be subject to Section 4.01.

Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Priority Collateral and the Second Priority Collateral shall be identical, except as provided in Section 2.3. In furtherance of the foregoingforegoing and of Section 8.9, the parties hereto agree, subject to the other provisions of this Agreement: (a) , that, upon request by the First Priority Representative Collateral Agent or the Second Priority RepresentativeCollateral Agent, to each shall cooperate reasonably and 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 Priority Collateral and the Second Priority Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties Persons obligated under the First Priority Loan Documents and the Second Priority Documents; . Notwithstanding the foregoing Sections 2.3 and 2.4, (x) to the extent a second lien pledge of the Equity Interests of any Foreign Subsidiary is prohibited or otherwise unenforceable under local law of any jurisdiction outside the United States but a first lien pledge thereof is not so prohibited or otherwise unenforceable, the First Priority Loan Documents may include a pledge of such Equity Interests and the Second Priority Documents may not include a pledge of such Equity Interests and (b) that , except to the documents and agreements creating extent held as a bailee or evidencing custodian or agent by the First Priority Collateral and Agent on behalf of the Second Priority Collateral Agent under Section 5.5, the Second Priority Collateral shall not include the Equity Interests of such Foreign Subsidiary and guarantees for (y) it is understood by each of the parties that to the extent that the First Priority Collateral Agent or the Second Priority Collateral Agent obtains a Lien on 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 Priority Loan Documents or Second Priority Documents, as applicable, as in effect immediately prior to obtaining such Lien on such asset) which the other party to this Agreement elects in writing not to obtain after receiving prior written notice thereof, the Collateral securing the First Priority Loan Obligations and the Second Priority Loan DM3\8975843.1 Obligations shall will not be identical, any such difference in all material respects the same forms scope or extent of documents other than (i) perfection with respect to the first priority and the second priority nature of the security interests created thereunder and (ii) as provided in Section 2.06Collateral resulting therefrom are hereby expressly permitted by this Agreement. (c) So long as the First Priority Obligations Payment Date has not occurred, if any Second Priority Secured Party shall acquire or hold any new Lien on any assets of any Loan Party securing any Second Priority Obligation which assets are not also subject to the first-priority Lien of the First Priority Representative under the First Priority Documents, then the Second Priority Representative, will, without the need for any further consent of any other Second Priority Secured Party, notwithstanding anything to the contrary in any other Second Priority Document, hold such Lien for the benefit of the First Lien Representative. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First Priority Secured Parties, the Second Priority Representative and the other Second Priority Secured Parties agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.05(c) shall be subject to Section 4.01.

Similar Liens and Agreements. The parties hereto agree that that, except as set forth in Section 2.4(b), it is their intention that the First Priority Collateral securing the Revolving Credit Secured Obligations and the Second Priority Collateral shall securing the Pari Passu Secured Obligations be identical. In furtherance of the foregoing, the parties hereto agree, subject to the other provisions of this Agreement: (a) upon request by the First Priority Representative any Revolving Credit Agent or the Second Priority any Pari Passu 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 Priority Collateral and the Second Priority Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Priority Revolving Credit Loan Documents and the Second Priority Pari Passu Loan Documents; and (b) that the documents and agreements creating or evidencing the First Priority Collateral and the Second Priority Collateral and guarantees for the First Priority Revolving Credit Secured Obligations and the Second Priority Pari Passu Secured Obligations shall (subject to any deviations therefrom as may be approved by both the Revolving Credit Agents and the Pari Passu Representatives such approval not to be unreasonably withheld or delayed) be in all material respects substantially the same forms of documents and agreements other than (i) with respect to the first priority and the second priority nature of the security interests created Obligations secured thereunder and (ii) as provided in Section 2.06. (c) So long as the First Priority Obligations Payment Date has not occurredand, if any Second Priority Secured Party shall acquire or hold any new Lien on any assets of any Loan Party securing any Second Priority Obligation which assets are not also subject to the first-extent relevant, the priority Lien of the First Priority Representative under the First Priority Documents, then the Second Priority Representative, will, without the need for any further consent of any other Second Priority Secured Party, notwithstanding anything Liens granted thereunder except (i) to the contrary in any other Second Priority Document, hold such Lien for the benefit of the First Lien Representative. To the extent that the foregoing provisions creditors who have the direct benefit of such agreements or documents agree that such documents and agreements may grant Liens in less than all the Collateral and/or are not complied with for any reason, without limiting any other less restrictive on the Grantors (or provide fewer rights and or remedies available to the First Priority Secured Parties, secured party) than the Second Priority Representative forms of documents and agreements on the date hereof (and the other Second satisfaction of such requirement will be conclusively established if the Borrower delivers to the Pari Passu Representatives and the Revolving Credit Agents an officers’ certificate certifying that the Borrower has determined in good faith that such Pari Passu Security Documents satisfy the foregoing requirements unless any Pari Passu Representative or any Revolving Credit Agent notifies the Borrower within five Business Days that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees)), (ii) the representations and covenants relating to Revolving Credit Priority Collateral contained in the Revolving Credit Loan Documents may be more restrictive that those contained in the Pari Passu Loan Documents and (iii) the representations and covenants relating to Pari Passu Secured Parties agree Obligations contained in the Pari Passu Loan Documents may be more restrictive that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted those contained in contravention of this Section 2.05(c) shall be subject to Section 4.01the Revolving Credit Loan Documents.

Similar Liens and Agreements. (a) The parties hereto agree that it is their intention that the First Priority ABL Collateral and the Second Priority Term Loan Collateral shall be identicalidentical except as provided in Section 6 hereof. In furtherance of the foregoingforegoing and of Section 9.8, the parties hereto agree, subject to the other provisions of this Agreement: (ai) upon request by the First Priority Representative ABL Agent or the Second Priority RepresentativeTerm Loan 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 Priority ABL Collateral and the Second Priority Term Loan 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 Priority ABL Documents and the Second Priority Term Loan Documents; and (bii) that the documents ABL Collateral Documents and agreements creating or evidencing the First Priority Term Loan Collateral and the Second Priority Collateral Documents and guarantees for the First Priority Obligations ABL Debt and the Second Priority Obligations Term Loan Debt, shall be be, in all material respects respects, the same forms of documents other than (i) with respect to the first priority and the second priority nature priorities of the security interests created thereunder and (ii) as provided in Section 2.06Liens granted thereunder. (cb) So long as the First Priority Obligations Payment Date has not occurred, if any Second Priority Secured Party shall acquire or hold any new Lien on any assets of any Loan Party securing any Second Priority Obligation which assets are not also subject to the first-priority Lien of the First Priority Representative under the First Priority Documents, then the Second Priority Representative, will, without the need for any further consent of any other Second Priority Secured Party, notwithstanding anything The foregoing to the contrary in any other Second Priority Documentnotwithstanding, hold such Lien for the benefit each of the First Lien Representative. To parties agrees that to the extent that ABL Agent or Term Loan Agent obtains a Lien in an asset (of a type that is not included in the foregoing 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 ABL Documents or Term Loan 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 are of Section 2.3, the Collateral securing the ABL Debt and the Term Loan Debt will not complied 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 for any reason, without limiting any other rights and remedies available respect to the First Priority Secured Parties, the Second Priority Representative and the other Second Priority Secured Parties agree that any amounts received Collateral resulting therefrom are hereby expressly permitted by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.05(c) shall be subject to Section 4.01Agreement.