Separate Classes. Each of the parties hereto irrevocably acknowledges and agrees that (a) the claims and interests of each of the First Lien Secured Parties and the Second Lien Secured Parties are not (and will not be) “substantially similar” within the meaning of Section 1122 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, (b) the grants of the Liens to secure the First Lien Debt and the grants of the Liens to secure the Second Lien Debt, constitute (or will constitute) two separate and distinct grants of Liens, (c) the rights of the First Lien Secured Parties in the Collateral and the rights of the Second Lien Secured Parties in the Collateral are each fundamentally different from each other and (d) as a result of the foregoing, among other things, the First Lien Debt and the Second Lien Debt must be separately classified in any proposal or plan of compromise, arrangement or reorganization proposed or adopted in any Insolvency or Liquidation Proceeding.
Separate Classes. Each of the parties hereto irrevocably acknowledges and agrees that (a) the claims and interests of the ABL Secured Parties and the Noteholder Secured Parties are not “substantially similar” within the meaning of Section 1122 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, (b) the grants of the Liens to secure the ABL Debt and the grants of the Liens to secure the Noteholder Debt constitute two separate and distinct grants of Liens, (c) the ABL Secured Parties’ rights in the ABL Collateral are fundamentally different from the Noteholder Secured Parties’ rights in the ABL Collateral and (d) as a result of the foregoing, among other things, the ABL Debt and the Noteholder Debt must be separately classified in any plan of reorganization proposed or adopted in any Insolvency or Liquidation Proceeding.
Separate Classes. Each of the parties hereto irrevocably acknowledges and agrees that (a) the claims and interests of the ABL Secured Parties and the Term Loan/Notes Secured Parties are not “substantially similar” within the meaning of Section 1122 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, (b) the grants of the Liens to secure the ABL Obligations and the grants of the Liens to secure the Term Loan/Notes Obligations constitute separate and distinct grants of Liens, (c) the ABL Secured Parties’ rights in the Collateral are fundamentally different from the Term Loan/Notes Secured Parties’ rights in the Collateral and (d) as a result of the foregoing, among other things, the ABL Obligations and the Term Loan/Notes Obligations must be separately classified in any plan of reorganization proposed or adopted in any Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Secured Parties and the Term Loan/Notes Secured Parties in respect of the Collateral constitute only one secured claim (rather than separate classes of claims), then the ABL Secured Parties and the Term Loan/Notes Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations, on the one hand, and the Term Loan/Notes Obligations, on the other hand, against the Grantors, with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Term Loan/Notes Priority Collateral is sufficient, the ABL Secured Parties or the Term Loan/Notes Secured Parties, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest that is available from that portion of the Collateral in which each of the ABL Secured Parties and the Term Loan/Notes Secured Parties, respectively, have a First Priority Obligation, before any distribution is made in respect of the claims held by the other Secured Parties from such Collateral, with the other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.
Separate Classes. Each of the parties hereto irrevocably acknowledges and agrees that (a) the claims and interests of the Senior-Priority Secured Parties and the Junior-Priority Secured Parties are not “substantially similar” within the meaning of Section 1122 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, (b) the grants of the Liens to secure the Senior-Priority Debt and the grants of the Liens to secure the Junior-Priority Debt constitute two separate and distinct grants of Liens, (c) (i) the rights of the Senior-Priority Secured Parties in the Collateral are fundamentally different from the Junior-Priority Secured Parties’ rights in the Collateral and (ii) the rights of the Junior-Priority Secured Parties in the Collateral are fundamentally different from the Senior-Priority Secured Parties’ rights in the Collateral and (d) as a result of the foregoing, among other things, the Senior-Priority Debt and the Junior-Priority Debt must be separately classified in any plan of reorganization proposed or adopted in any Insolvency or Liquidation Proceeding.
Separate Classes. Each of the parties hereto irrevocably acknowledges and agrees that (a) the claims and interests of the Revolving Loan Secured Parties and the Term Loan Secured Parties are not “substantially similar” within the meaning of Section 1122 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, (b) the grants of the Liens to secure the Revolving Loan Debt and the grants of the Liens to secure the Term Loan Debt constitute two separate and distinct grants of Liens, (c) the Revolving Loan Secured Parties’ rights in the Collateral are fundamentally different from the Term Loan Secured Parties’ rights in the Collateral, and (d) as a result of the foregoing, among other things, the Revolving Loan Debt and the Term Loan Debt must be separately classified in any plan of reorganization proposed or adopted in any Insolvency or Liquidation Proceeding.
Separate Classes. Each of the parties hereto irrevocably acknowledges and agrees that (a) the claims and interests of the First Lien Secured Parties and the Second Lien Secured Parties are not “substantially similar” within the meaning of Section 1122 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, (b) the grants of the Liens to secure the First Lien Debt and the grants of the Liens to secure the Second Lien Debt constitute two separate and distinct grants of Liens, (c) the First Lien Secured Parties’ rights in the Second Lien Collateral are fundamentally different from the Second Lien Secured Parties’ rights in the Second Lien Collateral and (d) as a result of the foregoing, among other things, the First Lien Debt and the Second Lien Debt must be separately classified in any plan of reorganization proposed or adopted in any Insolvency or Liquidation Proceeding.
Separate Classes. Each of the parties hereto irrevocably acknowledges and agrees that (a) the claims and interests of the First Lien Debt Claimholders and the Pari Passu Lien Claimholders are not “substantially similar” within the meaning of Section 1122 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, (b) the grants of the Liens to secure the First Lien Debt and the grants of the Liens to secure the Pari Passu Lien Debt constitute two separate and distinct grants of Liens, (c) (i) the rights of the First Lien Debt Claimholders in the Collateral are fundamentally different from the Pari Passu Lien Claimholders’ rights in the Collateral and (ii) the rights of the Pari Passu Lien Claimholders in the Collateral are fundamentally different from the First Lien Debt Claimholders’ rights in the Collateral and (d) as a result of the foregoing, among other things, the First Lien Debt and the Pari Passu Lien Debt must be separately classified in any plan of reorganization proposed or adopted in any Insolvency Proceeding.
Separate Classes. Each of the parties hereto irrevocably acknowledges and agrees that (a) the claims and interests of Credit Agreement Creditors and FGI are not “substantially similar” within the meaning of Section 1122 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, (b) the grants of the Liens to secure the obligations to Credit Agreement Creditors under the Credit Documents and the grants of the Liens to secure the obligations to FGI under the FGI Documents constitute two separate and distinct grants of Liens, (c) Credit Agreement Creditors’ rights in the Collateral are fundamentally different from FGI’s rights in the Collateral and (d) as a result of the foregoing, among other things, obligations to Credit Agreement Creditors under the Credit Documents and the obligations to FGI under the FGI Documents must be separately classified in any plan of reorganization proposed or adopted in any Bankruptcy Event.
Separate Classes. 15 6.7 Asset Dispositions ................................................................................................................. 15 6.8
Separate Classes. Each of the parties hereto irrevocably acknowledges and agrees that (a) the claims and interests of each of the First Lien Secured Parties, the Second Lien Secured Parties and the New Convertible Notes Secured Parties are not (and will not be) “substantially similar” within the meaning of Section 1122 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, (b) the grants of the Liens to secure the First Lien Debt, the grants of the Liens to secure the Second Lien Debt, the grants of the Liens to secure the New Convertible Notes Debt constitute (or will constitute) three separate and distinct grants of Liens, (c) the rights of the First Lien Secured Parties in the Collateral, the rights of the Second Lien Secured Parties in the Collateral and the rights of the New Convertible Notes Secured Parties in the Collateral are each fundamentally different from each other and (d) as a result of the foregoing, among other things, the First Lien Debt, the Second Lien Debt and the New Convertible Notes Debt must be separately classified in any proposal or plan of compromise, arrangement or reorganization proposed or adopted in any Insolvency or Liquidation Proceeding.
