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 Collateral be identical for all Fixed Assets Claimholders; provided, that this provision will not be violated with respect to any particular Series if the Fixed Assets Document for such Series prohibits the Collateral Agent for that Series from accepting a Lien on such asset or property or such Collateral Agent 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, but subject to, the foregoing, the parties hereto agree, subject to the other provisions of this Agreement: (i) upon request by 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 Shared Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the Credit Agreement Documents and the Other Fixed Assets Documents; and (ii) that the documents and agreements creating or evidencing the Liens on Shared Collateral securing the Credit Agreement Obligations and the Other Fixed Assets Obligations shall, subject to the terms and conditions of Section 5.2, be in all material respects the same forms of documents as one another, except that the documents and agreements creating or evidencing the Liens securing the Other Fixed Assets Obligations may contain additional provisions as may be necessary or appropriate to establish the intercreditor arrangements among the various separate classes of creditors holding Other Fixed Assets Obligations and to address any Declined Lien.

Similar Liens and Agreements. (a) The parties hereto agree that it is their intention that the Collateral be identical for all Fixed Assets Claimholders; First Lien Claimholders provided, that this provision will not be violated with respect to any particular Series if the Fixed Assets First Lien Document for such Series prohibits the Collateral Agent for that Series from accepting a Lien on such asset or property or such Collateral Agent 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, but subject to, the foregoing, the parties hereto agree, subject to the other provisions of this Agreement: (i) upon request by 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 Shared Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the Credit Agreement Indenture Documents and the Other Fixed Assets First Lien Documents; and (ii) that the documents and agreements creating or evidencing the Liens on Shared Collateral securing the Credit Agreement Indenture Obligations and the Other Fixed Assets First Lien Obligations shall, subject to the terms and conditions of Section 5.2, be in all material respects the same forms of documents as one another, except that the documents and agreements creating or evidencing the Liens securing the Other Fixed Assets First Lien Obligations may contain additional provisions as may be necessary or appropriate to establish the intercreditor arrangements among the various separate classes of creditors holding Other Fixed Assets First Lien Obligations and to address any Declined Lien.

Similar Liens and Agreements. The 1. Subject to K2 below, the parties hereto agree that it is their intention that the Collateral be identical for all Fixed Assets First Lien Claimholders; provided, that this provision will not be violated with respect to any particular Series if the Fixed Assets First Lien Document for such Series prohibits the Collateral Agent for that Series from accepting a Lien on such asset or property or such Collateral Agent 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, but subject to, the foregoing, the parties hereto agree, subject to the other provisions of this Agreement: (i) a. upon request by 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 Shared Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the Credit Agreement Documents and the Other Fixed Assets First Lien Documents; and (ii) b. that the documents and agreements creating or evidencing the Liens on Shared Collateral securing the Credit Agreement Obligations and the Other Fixed Assets First Lien Obligations shall, subject to the terms and conditions of Section 5.2V.B, be in all material respects the same forms of documents as one another, except that the documents and agreements creating or evidencing the Liens securing the Other Fixed Assets First Lien Obligations may contain additional provisions as may be necessary or appropriate to establish the intercreditor arrangements among the various separate classes of creditors holding Other Fixed Assets First Lien Obligations and to address any Declined Lien. 2. Notwithstanding anything in this Agreement or any other First Lien Documents to the contrary, Collateral consisting of cash and cash equivalents pledged to secure reimbursement obligations in respect of letters of credit shall solely secure and shall be applied as specified in the Credit Agreement or Other First Lien Agreement, as applicable, pursuant to which such letters of credit were issued and will not constitute Shared Collateral.

Similar Liens and Agreements. (a) The parties hereto agree that it is their intention that the Collateral be identical for all Fixed Assets Parity Lien Claimholders; , provided, that this provision will not be violated with respect to any particular Series if the Fixed Assets Parity Lien Document for such Series prohibits the Collateral Agent for that Series from accepting a Lien on such asset or property or such Collateral Agent 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, but subject to, the foregoing, the parties hereto agree, subject to the other provisions of this Agreement: (i) upon request by 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 Shared Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the Credit Agreement Documents and the Other Fixed Assets Parity Lien Documents; and (ii) that the documents and agreements creating or evidencing the Liens on Shared Collateral securing the Credit Agreement Obligations and the Other Fixed Assets Parity Lien Obligations shall, subject to the terms and conditions of Section 5.2, be in all material respects the same forms of documents as one another, except that the documents and agreements creating or evidencing the Liens securing the Other Fixed Assets Parity Lien Obligations may contain additional provisions as may be necessary or appropriate to establish the intercreditor arrangements among the various separate classes of creditors holding Other Fixed Assets Parity Lien Obligations and to address any Declined Lien.

Similar Liens and Agreements. The (a) Subject to paragraph (b) below, the parties hereto agree that it is their intention that the Collateral be substantially identical for all Fixed Assets ClaimholdersPari Passu Secured Parties; provided, that this provision will not be violated with respect to any particular Series if for any reason the Fixed Assets Document for such Series prohibits the Collateral Agent Representative for that Series from accepting a Lien on such asset or property or such Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Liens Lien with respect to a particular Series, a “Declined Lien”). In furtherance of, but subject to, the foregoing, the parties hereto agree, subject to the other provisions of this Agreement: (i) upon request by any 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 Shared Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the Revolver Credit Agreement Documents and the Other Fixed Assets Pari Passu Documents; and (ii) that the documents and agreements creating or evidencing the Liens on Shared Collateral securing the Revolver Credit Agreement Obligations and the Other Fixed Assets Pari Passu Obligations shall, subject to the terms and conditions of Section 5.25.02, be in all material respects the same forms of documents as one another, except that the documents and agreements creating or evidencing the Liens securing the Other Fixed Assets Pari Passu Obligations may contain additional provisions as may be necessary or appropriate to establish the intercreditor arrangements among the various separate classes of creditors holding Other Fixed Assets Pari Passu Obligations and to address any Declined Lien. (b) Notwithstanding anything in this Agreement or any other First Lien Documents to the contrary, Collateral consisting of cash and cash equivalents pledged to secure reimbursement obligations in respect of letters of credit shall solely secure, and shall be applied as specified in, the Revolver Credit Agreement or Other Pari Passu Agreement, as applicable, pursuant to which such letters of credit were issued and will not constitute Shared Collateral.

Similar Liens and Agreements. The (a) Subject to Section 2.11(b) below, the parties hereto agree that it is their intention that the Collateral be identical for all Fixed Assets First Lien Claimholders; provided, that this provision will not be violated with respect to any particular Series if the Fixed Assets Document for such Series prohibits the Collateral Agent for that Series from accepting a Lien on such asset or property or such Collateral Agent 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, but subject to, the foregoing, the parties hereto agree, subject to the other provisions of this Agreement: (i) upon request by 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 Shared Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the FRG Credit Agreement Documents and the Other Fixed Assets BDK Credit Agreement Documents; and (ii) that the documents and agreements creating or evidencing the Liens on Shared Collateral securing the FRG Credit Agreement Obligations and the Other Fixed Assets BDK Credit Agreement Obligations shall, subject to the terms and conditions of Section 5.2, be in all material respects the same forms of documents as one another, except that the documents and agreements creating or evidencing the Liens securing the Other Fixed Assets BDK Credit Agreement Obligations may contain additional provisions as may be necessary or appropriate to establish the intercreditor arrangements among the various separate classes of creditors holding Other Fixed Assets Obligations and to address any Declined LienBDK Credit Agreement Obligations.

Similar Liens and Agreements. (a) The parties hereto agree that it is their intention that the Collateral be identical for all Fixed Assets Parity Lien Claimholders; , provided, that this provision will not be violated with respect to any particular Series if the Fixed Assets Parity Lien Document for such Series prohibits the Collateral Agent for that Series from accepting a Lien on such asset or property or such Collateral Agent 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, but subject to, the foregoing, the parties hereto agree, subject to the other provisions of this Agreement: (i) upon request by 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 Shared Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the Credit Agreement Indenture Documents and the Other Fixed Assets Parity Lien Documents; and (ii) that the documents and agreements creating or evidencing the Liens on Shared Collateral securing the Credit Agreement Indenture Obligations and the Other Fixed Assets Parity Lien Obligations shall, subject to the terms and conditions of Section 5.2, be in all material respects the same forms of documents as one another, except that the documents and agreements creating or evidencing the Liens securing the Other Fixed Assets Parity Lien Obligations may contain additional provisions as may be necessary or appropriate to establish the intercreditor arrangements among the various separate classes of creditors holding Other Fixed Assets Parity Lien Obligations and to address any Declined Lien.