Common use of Grants of Security and Separate Classification Clause in Contracts

Grants of Security and Separate Classification. Agent and each Subordinated Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Debt Documents and Subordinated Debt Documents constitute two separate and distinct grants of Liens, and (ii) among other things, because the Subordinated Debt is subordinated to the Senior Debt (to the extent provided by this Agreement), and because of their differing rights in the Collateral, the Subordinated Debt is fundamentally different from the Senior Debt and must be separately classified in any plan of reorganization proposed or adopted in a Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of Agent and Senior Lenders and Subordinated Parties in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each Subordinated Party hereby acknowledges and agrees that all Distributions shall be made as if there were separate classes of senior and junior secured claims against the Credit Parties in respect of the Collateral (with the effect being that, to the extent that the aggregate Distributions are sufficient (for this purpose ignoring all claims held by the Subordinated Parties)), Agent shall be entitled to receive, in addition to amounts distributed to Agent in respect of Senior Debt constituting principal, pre-petition interest and other claims, all amounts owing in respect of and unpaid interest accruing thereon (including, without limitation, interest accruing after the commencement of a Proceeding, without regard to whether or not such interest is an allowed claim) on account of Senior Debt before any Distribution with respect to such Proceeding is made in respect of the claims held by the Subordinated Parties, with each Subordinated Party hereby acknowledging and agreeing to turn over to Agent amounts otherwise received or receivable by such Subordinated Party to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Subordinated Parties.

Grants of Security and Separate Classification. Agent and each Subordinated Each Second Lien Secured Party acknowledges and agrees that (i) the grants of Liens under any Shared Security Documents constitute Liens in favor of the Collateral Agent for the benefit of both the First Lien Secured Parties and the Second Lien Secured Parties, (ii) any grants of Liens pursuant to the Senior Debt separate First Lien Security Documents and Subordinated Debt Second Lien Security Documents constitute two separate and distinct grants of Liens, and (iiiii) because of, among other things, because the Subordinated Debt is subordinated to the Senior Debt (to the extent provided by this Agreement), and because of their differing rights in the Intercreditor Agreement Common Collateral, the Subordinated Debt is Second Lien Obligations are fundamentally different from the Senior Debt First Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted in a an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of Agent the First Lien Secured Parties and Senior Lenders and Subordinated Second Lien Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each Subordinated Party the Second Lien Secured Parties hereby acknowledges acknowledge and agrees agree that all Distributions distributions shall be made as if there were separate classes of senior and junior secured claims against the Credit Parties in respect of the Collateral (Common Collateral, with the effect being that, to the extent that the aggregate Distributions are value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the Subordinated Second Lien Secured Parties)), Agent the First Lien Secured Parties shall be entitled to receive, in addition to amounts distributed to Agent them in respect of Senior Debt constituting principal, pre-petition interest and other claimsclaim, all amounts owing in respect of and unpaid interest accruing thereon (including, without limitation, interest accruing after the commencement of a Proceeding, without regard to whether or not such interest is an allowed claim) on account of Senior Debt Post-Petition Interest before any Distribution with respect to such Proceeding distribution is made in respect of the claims held by the Subordinated Second Lien Secured Parties, with each Subordinated Party the Second Lien Secured Parties hereby acknowledging and agreeing to turn over to Agent the First Lien Secured Parties amounts otherwise received or receivable by such Subordinated Party them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Subordinated Second Lien Secured Parties.

Grants of Security and Separate Classification. Agent and each Subordinated Party Each Second Lien Creditor acknowledges and agrees that (i) the grants of Liens affecting the Collateral pursuant to the Senior Debt First [INTERCREDITOR AGREEMENT (ESCROW AGREEMENTS)] Lien Security Documents and Subordinated Debt Second Lien Security Documents constitute two separate and distinct grants of Liens, and (ii) among other things, because the Subordinated Debt is subordinated to the Senior Debt (to the extent provided by this Agreement), and because of their differing rights in the Collateral, the Subordinated Debt is Second Lien Obligations are fundamentally different from the Senior Debt First Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted in a an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of Agent the First Lien Creditor and Senior Lenders and Subordinated Parties in respect of the Collateral Second Lien Creditors constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each Subordinated Party the Second Lien Creditors hereby acknowledges acknowledge and agrees agree that all Distributions distributions shall be made as if there were separate classes of senior and junior secured claims against the Credit Loan Parties in respect of the Collateral (with the effect being that, to the extent that the aggregate Distributions distributions are sufficient (for this purpose ignoring all claims held by the Subordinated Parties)Second Lien Creditors), Agent the First Lien Creditor shall be entitled to receive, in addition to amounts distributed to Agent them in respect of Senior Debt constituting principal, pre-petition interest and other claimsclaim, all amounts owing in respect of and unpaid interest accruing thereon (including, without limitation, interest accruing after the commencement of a Proceeding, without regard to whether or not such interest is an allowed claim) on account of Senior Debt Post-Petition Interest before any Distribution with respect to such Proceeding distribution is made in respect of the claims held by the Subordinated PartiesSecond Lien Creditors, with each Subordinated Party the Second Lien Creditors hereby acknowledging and agreeing to turn over to Agent the First Lien Creditor amounts otherwise received or receivable by such Subordinated Party them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Subordinated PartiesSecond Lien Creditors.

Grants of Security and Separate Classification. Each Note Secured Party, the Note Agent, each ABL Secured Party and the ABL Agent and each Subordinated Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Debt ABL Security Documents and Subordinated Debt the Note Security Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, because the Subordinated Debt is subordinated to the Senior Debt (to the extent provided by this Agreement), and because of their differing rights in the Collateral, the Subordinated Debt is Note Obligations and the ABL Obligations are fundamentally different from the Senior Debt and must be separately classified in any plan of reorganization Plan proposed or adopted in a an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of Agent and Senior Lenders and Subordinated the ABL Secured Parties and/or the Note Secured Parties in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each Subordinated Party the ABL Secured Parties and the Note Secured Parties hereby acknowledges acknowledge and agrees agree that all Distributions distributions shall be made as if there were separate classes of senior ABL Obligation claims and junior secured Note Obligation claims against the Credit Parties in respect of the Collateral (Grantors, with the effect being that, to the extent that the aggregate Distributions are value of the ABL Priority Collateral or the Note Priority Collateral is sufficient (for this purpose ignoring all claims held by the Subordinated other Secured Parties)), Agent the ABL Secured Parties and/or the Note Secured Parties, respectively, shall be entitled to receive, in addition to amounts distributed to Agent them in respect of Senior Debt constituting principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees and unpaid expenses that are available from each pool of Priority Collateral for each of the ABL Secured Parties and/or the Note Secured Parties (in each case whether all or any portion of such post-petition interest accruing thereon (includingand/or fees, without limitationcosts and expenses are allowed or allowable in any Insolvency Proceeding), interest accruing after the commencement of a Proceedingrespectively, without regard to whether or not such interest is an allowed claim) on account of Senior Debt before any Distribution with respect to such Proceeding distribution is made in respect of the claims held by the Subordinated Partiesother Secured Parties from such Priority Collateral, with each Subordinated Party the other Secured Parties hereby acknowledging and agreeing to turn over to Agent the respective other Secured Parties amounts otherwise received or receivable by such Subordinated Party them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Subordinated Partiesaggregate recoveries.

Grants of Security and Separate Classification. Agent and each Subordinated Each Second Lien Secured Party acknowledges and agrees that (i) the grants of Liens under any Security Documents that secure both the First Lien Obligations and the Second Lien Obligations constitute Liens in favor of the Collateral Agent for the benefit of both the First Lien Secured Parties and the Second Lien Secured Parties, (ii) any grants of Liens pursuant to the Senior Debt separate First Lien Security Documents and Subordinated Debt Second Lien Security Documents constitute two separate and distinct grants of Liens, and (iiiii) because of, among other things, because the Subordinated Debt is subordinated to the Senior Debt (to the extent provided by this Agreement), their Intercreditor and because of their Collateral Agency Agreement differing rights in the Collateral, the Subordinated Debt is Second Lien Obligations are fundamentally different from the Senior Debt First Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted in a an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of Agent the First Lien Secured Parties and Senior Lenders and Subordinated Second Lien Secured Parties in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each Subordinated Party the Second Lien Secured Parties hereby acknowledges acknowledge and agrees agree that all Distributions distributions shall be made as if there were separate classes of senior and junior secured claims against the Credit Parties Obligor in respect of the Collateral (Collateral, with the effect being that, to the extent that the aggregate Distributions are value of the Collateral is sufficient (for this purpose ignoring all claims held by the Subordinated Second Lien Secured Parties)), Agent the First Lien Secured Parties shall be entitled to receive, in addition to amounts distributed to Agent them in respect of Senior Debt constituting principal, pre-petition interest and other claims, all amounts owing in respect of and unpaid interest accruing thereon (including, without limitation, interest accruing after the commencement of a Proceeding, without regard to whether or not such interest is an allowed claim) on account of Senior Debt Post-Petition Interest before any Distribution with respect to such Proceeding distribution is made in respect of the claims held by the Subordinated Second Lien Secured Parties, with each Subordinated Party the Second Lien Secured Parties hereby acknowledging and agreeing to turn over to Agent the First Lien Secured Parties amounts otherwise received or receivable by such Subordinated Party them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Subordinated Second Lien Secured Parties.

Grants of Security and Separate Classification. Agent and each Subordinated Each Second Lien Secured Party acknowledges and agrees that (i) the grants of Liens under any Security Documents that secure both the First Lien Obligations and the Second Lien Obligations constitute Liens in favor of the Collateral Agent for the benefit of both the First Lien Secured Parties and the Second Lien Secured Parties, (ii) any grants of Liens pursuant to the Senior Debt separate First Lien Security Documents and Subordinated Debt Second Lien Security Documents constitute two separate and distinct grants of Liens, and (iiiii) because of, among other things, because the Subordinated Debt is subordinated to the Senior Debt (to the extent provided by this Agreement), and because of their differing rights in the Collateral, the Subordinated Debt is Second Lien Obligations are fundamentally different from the Senior Debt First Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted in a an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of Agent the First Lien Secured Parties and Senior Lenders and Subordinated Second Lien Secured Parties in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each Subordinated Party the Second Lien Secured Parties hereby acknowledges acknowledge and agrees agree that all Distributions distributions shall be made as if there were separate classes of senior and junior secured claims against the Credit Parties Obligors in respect of the Collateral (Collateral, with the effect being that, to the extent that the aggregate Distributions are value of the Collateral is sufficient (for this purpose ignoring all claims held by the Subordinated Second Lien Secured Parties)), Agent the First Lien Secured Parties shall be entitled to receive, in addition to amounts distributed to Agent them in respect of Senior Debt constituting principal, pre-petition interest and other claims, all amounts owing in respect of and unpaid interest accruing thereon (including, without limitation, interest accruing after the commencement of a Proceeding, without regard to whether or not such interest is an allowed claim) on account of Senior Debt Post-Petition Interest before any Distribution with respect to such Proceeding distribution is made in respect of the claims held by the Subordinated Second Lien Secured Parties, with each Subordinated Party the Second Lien Secured Parties hereby acknowledging and agreeing to turn over to Agent the First Lien Secured Parties amounts otherwise received or receivable by such Subordinated Party them to the extent necessary to effectuate Amended and Restated Intercreditor and Collateral Agency Agreement the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Subordinated Second Lien Secured Parties.

Grants of Security and Separate Classification. Each First Lien Notes Secured Party, each Future Notes Indebtedness Secured Party, the First Lien Notes Agent, each ABL Secured Party and the ABL Agent and each Subordinated Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Debt ABL Security Documents and Subordinated Debt the Term Security Documents constitute two or more separate and distinct grants of Liens, Liens and (ii) because of, among other things, because the Subordinated Debt is subordinated to the Senior Debt (to the extent provided by this Agreement), and because of their differing rights in the Collateral, the Subordinated Debt is First Lien Notes Obligations are fundamentally different from the Senior Debt ABL Obligations and must be separately classified in any plan of reorganization proposed or similar dispositive restructuring plan proposed, confirmed, or adopted in a an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of Agent the ABL Secured Parties and Senior Lenders and Subordinated the First Lien Notes Secured Parties in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each Subordinated Party the ABL Secured Parties and the First Lien Notes Secured Parties hereby acknowledges acknowledge and agrees agree that all Distributions distributions from the Collateral shall be made as if there were separate classes of senior ABL Obligation claims and junior secured First Lien Notes Obligation claims against the Credit Parties in respect of the Collateral (with the effect being that, to the extent that the aggregate Distributions are value of the ABL Priority Collateral or Non-ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Subordinated other Secured Parties)), Agent shall be entitled to receive, in addition to amounts distributed to Agent in respect of Senior Debt constituting principal, pre-petition interest and other claims, all amounts owing in respect of and unpaid interest accruing thereon (including, without limitation, interest accruing after the commencement of a Proceeding, without regard to whether ABL Secured Parties or not such interest is an allowed claim) on account of Senior Debt before any Distribution with respect to such Proceeding is made in respect of the claims held by the Subordinated First Lien Notes Secured Parties, with each Subordinated Party hereby acknowledging and agreeing to turn over to Agent amounts otherwise received or receivable by such Subordinated Party to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Subordinated Parties.respectively,

Grants of Security and Separate Classification. Agent and each Subordinated Party Each Second Lien Creditor acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Debt First Lien Security Documents and Subordinated Debt Second Lien Security Documents constitute two separate and distinct grants of Liens, and (ii) among other things, because the Subordinated Debt is Second Lien Obligations are subordinated to the Senior Debt (to the extent provided by this Agreement)First Lien Obligations, and because of their differing rights in the Collateral, the Subordinated Debt is Second Lien Obligations are fundamentally different from the Senior Debt First Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted in a an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of Agent the First Lien Creditors and Senior Lenders and Subordinated Parties in respect of the Collateral Second Lien Creditors constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each Subordinated Party the Second Lien Creditors hereby acknowledges acknowledge and agrees agree that all Distributions distributions shall be made as if there were separate classes of senior and junior secured claims against the Credit Loan Parties in respect of the Collateral (with the effect being that, to the extent that the aggregate Distributions distributions are sufficient (for this purpose ignoring all claims held by the Subordinated Parties)Second Lien Creditors), Agent the First Lien Creditors shall be entitled to receive, in addition to amounts distributed to Agent them in respect of Senior Debt constituting principal, pre-petition interest and other claimsclaim, all amounts owing in respect of and unpaid interest accruing thereon (including, without limitation, interest accruing after the commencement of a Proceeding, without regard to whether or not such interest is an allowed claim) on account of Senior Debt Post-Petition Interest before any Distribution with respect to such Proceeding distribution is made in respect of the claims held by the Subordinated PartiesSecond Lien Creditors, with each Subordinated Party the Second Lien Creditors hereby acknowledging and agreeing to turn over to the First Lien Agent amounts otherwise received or receivable by such Subordinated Party them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Subordinated PartiesSecond Lien Creditors.

Grants of Security and Separate Classification. Agent and each Subordinated Each Second Lien Secured Party acknowledges and agrees that (i) the grants of Liens under any Security Documents constitute Liens in favor of the Collateral Agent for the benefit of both the First Lien Secured Parties and the Second Lien Secured Parties, (ii) any grants of Liens pursuant to the Senior Debt separate First Lien Security Documents and Subordinated Debt Second Lien Security Documents constitute two separate and distinct grants of Liens, and (iiiii) because of, among other things, because the Subordinated Debt is subordinated to the Senior Debt (to the extent provided by this Agreement), and because of their differing rights in the Collateral, the Subordinated Debt is Second Lien Obligations are fundamentally different from the Senior Debt First Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted in a an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of Agent the First Lien Secured Parties and Senior Lenders and Subordinated Second Lien Secured Parties in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each Subordinated Party the Second Lien Secured Parties hereby acknowledges acknowledge and agrees agree that all Distributions distributions shall be made as if there were separate classes of Intercreditor and Collateral Agency Agreement senior and junior secured claims against the Credit Parties Obligors in respect of the Collateral (Collateral, with the effect being that, to the extent that the aggregate Distributions are value of the Collateral is sufficient (for this purpose ignoring all claims held by the Subordinated Second Lien Secured Parties)), Agent the First Lien Secured Parties shall be entitled to receive, in addition to amounts distributed to Agent them in respect of Senior Debt constituting principal, pre-petition interest and other claimsclaim, all amounts owing in respect of and unpaid interest accruing thereon (including, without limitation, interest accruing after the commencement of a Proceeding, without regard to whether or not such interest is an allowed claim) on account of Senior Debt Post-Petition Interest before any Distribution with respect to such Proceeding distribution is made in respect of the claims held by the Subordinated Second Lien Secured Parties, with each Subordinated Party the Second Lien Secured Parties hereby acknowledging and agreeing to turn over to Agent the First Lien Secured Parties amounts otherwise received or receivable by such Subordinated Party them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Subordinated Second Lien Secured Parties.

Grants of Security and Separate Classification. Agent and each Subordinated Each Second Lien Secured Party acknowledges and agrees that (i) the grants of Liens under any Security Documents constitute Liens in favor of the Collateral Agent for the benefit of both the First Lien Secured Parties and the Second Lien Secured Parties, (ii) any grants of Liens pursuant to the Senior Debt separate First Lien Security Documents and Subordinated Debt Second Lien Security Documents constitute two separate and distinct grants of Liens, and (iiiii) because of, among other things, because the Subordinated Debt is subordinated to the Senior Debt (to the extent provided by this Agreement), and because of their differing rights in the Collateral, the Subordinated Debt is Second Lien Obligations are fundamentally different from the Senior Debt First Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted in a an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of Agent the First Lien Secured Parties and Senior Lenders and Subordinated Second Lien Secured Parties in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each Subordinated Party the Second Lien Secured Parties hereby acknowledges acknowledge and agrees agree that all Distributions distributions shall be made as if there were separate classes of senior and junior secured claims against the Credit Parties Obligors in respect of the Collateral (Collateral, with the effect being that, to the extent that the aggregate Distributions are value of the Collateral is sufficient (for this purpose ignoring all claims held by the Subordinated Second Lien Secured Parties)), Agent the First Lien Secured Parties shall be entitled to receive, in addition to amounts distributed to Agent them in respect of Senior Debt constituting principal, pre-petition interest and other claimsclaim, all amounts owing in respect of and unpaid interest accruing thereon (including, without limitation, interest accruing after the commencement of a Proceeding, without regard to whether or not such interest is an allowed claim) on account of Senior Debt Post-Petition Interest before any Distribution with respect to such Proceeding distribution is made in respect of the claims held by the Subordinated Second Lien Secured Parties, with each Subordinated Party the Second Lien Secured Parties hereby acknowledging and agreeing to turn over to Agent the First Lien Secured Parties amounts otherwise received or receivable by such Subordinated Party them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Subordinated Second Lien Secured Parties.