Common use of Separate Classification Clause in Contracts

Separate Classification. The grants of Senior Liens and Junior Liens pursuant to the Loan Documents constitute separate and distinct grants and, because of, among other things, differing rights in the Collateral, the Junior Lien Obligations are fundamentally different from the Senior Lien Obligations, and the Junior Lien Obligations and Senior Lien Obligations must be separately classified in any Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the Junior Lien Obligations and the Senior Lien Obligations constitute only one secured claim with respect to any Collateral (and not separate classes of senior and junior secured claims), then, in accordance with Section 3.3 (Application of Proceeds), all distributions with respect to such Collateral shall be made as if there were separate classes of senior and junior secured claims against the Loan Parties in respect of such Collateral (with the effect that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Junior Secured Parties), the Senior Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, Post-Petition Interest, before any distribution is made in respect of the claims held by the Junior Secured Parties with respect to the Collateral (and the Junior Secured Parties shall, in accordance with Section 3.4 (Payment Over) and in addition to but without duplication of any amounts to be turned over thereunder, turn over to the Senior Lien Administrative Agent for the benefit of the Senior Secured Parties all amounts arising with respect to any Collateral otherwise received by them (and assign all rights to receive amounts receivable by 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 Junior Secured Parties).

Separate Classification. The grants Term Loan Lender agrees that in any insolvency or liquidation proceeding with respect to any Borrower or Guarantor, its claims in respect of Senior Liens the Collateral or otherwise would not be “substantially similar” to those of the Agent and Junior Liens pursuant the Revolving Loan Lenders, as such term is utilized in Section 1122(a) of the Bankruptcy Code, and therefore shall be placed into a separate class of creditors from those of the Revolving Loan Lenders for voting and all other purposes under any proposed plan under Chapter 11 of the Bankruptcy Code. Term Loan Lender further agrees that it will not vote to accept any proposed plan under Chapter 11 of the Bankruptcy Code that does not so separately classify its claims from those of the Revolving Loan Lenders (except to the Loan Documents constitute separate and distinct grants andextent they are otherwise expressly instructed to do so by Agent). If, because ofnotwithstanding the foregoing, among other things, differing rights in the Collateral, the Junior Lien Obligations are fundamentally different from the Senior Lien Obligations, and the Junior Lien Obligations and Senior Lien Obligations must be separately classified in any Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentenceinsolvency or liquidation proceeding with respect to any Borrower or Guarantor, if it is held that the Junior Lien Obligations claims of the Revolving Loan Lenders and Term Loan Lender in respect of the Senior Lien Obligations Collateral constitute only one secured claim with respect to any Collateral (and not rather than separate classes of senior and junior secured claims), then, in accordance with Section 3.3 (Application of Proceeds), all distributions with respect to such Collateral shall be made as if there were separate classes of senior and junior secured claims against then the Revolving Loan Parties in respect of such Collateral (with the effect that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Junior Secured Parties), the Senior Secured Parties Lenders shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Collateral in respect of principal, pre-petition interest and other claims, Postall amounts owing in respect of post-Petition Interestpetition interest, fees, costs, premium and other charges, irrespective of whether a claim for such amounts is allowed or allowable in such insolvency or liquidation proceeding pursuant to Section 506(b) of the Bankruptcy Code or otherwise, before any distribution from, or in respect of, any Collateral is made in respect of the claims held by the Junior Secured Parties Term Loan Lender, with respect the Term Loan Lender hereby acknowledging and agreeing to the Collateral (and the Junior Secured Parties shall, in accordance with Section 3.4 (Payment Over) and in addition to but without duplication of any amounts to be turned over thereunder, turn over to the Senior Lien Administrative Agent Agent, for the benefit of the Senior Secured Parties all Revolving Loan Lenders, amounts arising with respect to any Collateral otherwise received by them (and assign all rights to receive amounts or receivable by them) it 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 Junior Secured Parties)Term Loan Lender.

Separate Classification. The (a) Each Senior Holder and each Junior Holder acknowledges and agrees that (i) the grants of Senior Liens and Junior Liens pursuant to the Loan Senior Collateral Documents and the grants of Liens pursuant to the Junior Collateral Documents constitute separate and distinct grants and, of Liens and (ii) because of, among other things, their differing rights in the Common Collateral, the Junior Lien Obligations are fundamentally different from the Senior Lien Obligations, and the Junior Lien Obligations and Senior Lien Obligations must be separately classified in any plan of reorganization (or other plan of similar effect under any Bankruptcy Laws) proposed or adopted in an 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 Junior Lien Obligations claims of the Senior Holders and the Senior Lien Obligations claims of the Junior Holders in respect of the Common Collateral constitute only one secured claim with respect to any Collateral (and not rather than separate classes of senior and junior secured claims), then, in accordance with Section 3.3 (Application of Proceeds), then the Senior Holders and the Junior Holders hereby acknowledge and agree that all distributions with respect to such Collateral shall be made as if there were separate classes of senior Senior Obligations and junior secured claims Junior Obligations against the Loan Parties in respect of such Collateral (Grantors, with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the Junior Secured Parties)sufficient, the Senior Secured Parties Holders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, Postall amounts owing in respect of post-Petition Interest, petition interest that is available from the Common Collateral before any distribution is made in respect of the claims held by Junior Obligations from the Common Collateral, with the Junior Secured Parties with respect Holders hereby acknowledging and agreeing to the Collateral (and the Junior Secured Parties shall, in accordance with Section 3.4 (Payment Over) and in addition to but without duplication of any amounts to be turned over thereunder, turn over to the Senior Lien Administrative Collateral Agent for the benefit of the Senior Secured Parties all Holders amounts arising with respect to any Collateral otherwise received or receivable by them (and assign all rights to receive amounts receivable by them) to the extent necessary to effectuate the intent of this sentencesentence and the terms of Section 5 hereof, even if such turnover has the effect of reducing the claim or recovery of the Junior Secured Parties)aggregate recoveries.

Separate Classification. The grants of Senior First Liens, Second Liens and Junior Third Liens pursuant to the Loan Transaction Documents constitute separate and distinct grants and, because of, among other things, differing rights in the Collateral, each of the Junior Second Lien Obligations and the Third Lien Obligations are fundamentally different from the Senior First Lien Obligations, and the Junior Second Lien Obligations, the Third Lien Obligations and Senior First Lien Obligations must be separately classified in any Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the Junior Second Lien Obligations, the Third Lien Obligations and the Senior First Lien Obligations constitute only one secured claim with respect to any Collateral (and not separate classes of senior and junior secured claims), then, in accordance with Section 3.3 (Application of Proceeds), then all distributions with respect to such any Collateral shall be made as if there were separate classes of senior and junior secured claims against the Loan Parties Borrower in respect of such Collateral (with the effect that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Junior Secured PartiesSecond Lien Creditor and the Third Lien Creditor), the Senior Secured Parties First Lien Creditor shall be entitled to receive, in addition to amounts distributed to them it in respect of principal, pre-petition interest and other claims, Post-Petition Interest, before any distribution is made in respect of the claims held by the Junior Secured Parties Second Lien Creditor with respect to the Collateral (and each of the Junior Secured Parties Second Lien Creditor and the Third Lien Creditor shall, in accordance with Section 3.4 (Payment Over) and in addition to but without duplication of any amounts to be turned over thereunder, turn over to the Senior First Lien Administrative Agent Creditor for the benefit of the Senior Secured Parties First Lien Creditor all amounts arising with respect to any Collateral otherwise received by them it (and assign all rights to receive amounts receivable by 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 Junior Secured PartiesSecond Lien Creditor or the Third Lien Creditor).

Separate Classification. The (a) Each Secured Party acknowledges and agrees that following the effects of this Agreement, (i) the grants of Liens securing the Senior Liens Obligations and the Junior Liens pursuant to the Loan Documents Obligations constitute two separate and distinct grants and, of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Junior Lien Senior Obligations are fundamentally different from the Senior Lien Obligations, and the Junior Lien Obligations and Senior Lien Obligations must should be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held a court overseeing an Insolvency Proceeding of one or more Loan Parties rules that the Junior Lien Senior Obligations and the Senior Lien Junior Obligations constitute only one secured claim with respect to any Collateral claims in the same class (and not rather than separate classes of senior and junior secured claims), then, in accordance with Section 3.3 (Application of Proceeds), then the RCF Secured Parties and the Term Loan Secured Parties hereby acknowledge and agree that all distributions with respect to such Collateral shall be made as if there were separate classes of senior Senior Obligations and junior secured Junior Obligations claims against the Loan Parties in respect of such Collateral (with the effect being that, to the extent that the aggregate value of the RCF Priority Collateral and Other Collateral is sufficient (for this purpose ignoring all claims held by the Junior other Secured Parties), the Senior Secured Parties Obligations 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, Interest that is available from each pool of Collateral before any distribution is made in respect of the claims held by Junior Obligations, with the Junior Secured Parties with respect hereby acknowledging and agreeing to turn over to the Collateral respective Senior Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate |US-DOCS\149079678.29|| the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries). (b) Each Term Loan Secured Party acknowledges and agrees that because of, among other things, their different payment priorities and rights under the Term Loan Documents, the Tranche D Obligations are fundamentally different from the Tranche A/B/C Obligations (as defined in the Term Loan Documents) and should be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if a court overseeing an Insolvency Proceeding of one or more Loan Parties rules that the claims of the Tranche D Lenders (as defined in the Term Loan Documents) constitute claims in the same class as the Tranche A Lenders, Tranche B Lenders, or Tranche C Lenders (each as defined in the Term Loan Documents) (collectively, the “Tranche A/B/C Lenders”), then each of the Tranche A/B/C Lenders and the Junior Secured Tranche D Lenders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of Tranche A/B/C Obligations claims, on the one hand, and Tranche D Obligation claims, on the other hand, against the Loan Parties shall(with the effect being that the Tranche A/B/C Lenders or the Tranche D Lenders, 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 Tranche A/B/C Obligations or Tranche D Obligations, respectively, in accordance with Section 3.4 (Payment Over) the priorities set forth in the Term Loan Documents, with the other Term Loan Secured Parties hereby acknowledging and in addition agreeing to but without duplication of any amounts to be turned over thereunder, turn over to the Senior Lien Administrative Agent for the benefit of the Senior respective other Term Loan Secured Parties all amounts arising with respect to any Collateral otherwise received or receivable by them (and assign all rights to receive amounts receivable by them) to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim aggregate recoveries). Each Term Loan Secured Party agrees that it will, unless each Tranche D Xxxxxx agrees otherwise, vote against, will not directly or recovery directly support, and will join any Tranche D Lender in objecting to any Plan of Reorganization that fails to separately classify the Tranche D Obligations as provided in the first sentence of this Paragraph or equitize any of the Junior Secured Parties)Tranche D Obligations without the advance written consent of the applicable Tranche D Lender.

Separate Classification. The Each Second Priority Agent, on behalf of itself and each applicable Second Priority Secured Party, and the Collateral Agent for itself and on behalf of the Senior Secured Parties, acknowledges and agrees that (i) the grants of Senior Liens and Junior Liens pursuant to the Loan Senior Collateral Documents and the Second Priority Collateral Documents constitute two separate and distinct grants and, of Liens and (ii) because of, among other things, their differing rights in the Common Collateral, the Junior Lien Obligations Second Priority Claims are fundamentally different from the Senior Lien Obligations, Claims and the Junior Lien Obligations and Senior Lien Obligations must be separately classified in any plan of reorganization proposed or adopted in an 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 Junior Lien Obligations claims of the Senior Secured Parties and the Senior Lien Obligations Second Priority Secured Parties in respect of the Common Collateral constitute only one secured claim with respect to any Collateral (and not rather than separate classes of senior and junior secured claims), thenthen each of the parties hereto hereby acknowledges and agrees that, in accordance with Section 3.3 (Application of Proceeds)subject to Sections 2.1 and 4.1, all distributions with respect to such Collateral shall be made as if there were separate classes of senior and junior secured claims against the Loan Parties Grantors in respect of such the Common Collateral (with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the Junior Second Priority Secured Parties), the Senior Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, Postall amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of post-Petition Interestpetition interest, including any additional interest payable pursuant to the Senior Documents, arising from or related to a default, which is disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the claims held by the Junior Second Priority Secured Parties with respect to the Collateral (Common Collateral, with each Second Priority Agent, for itself and on behalf of the Junior Second Priority Secured Parties shallParties, in accordance with Section 3.4 (Payment Over) hereby acknowledging and in addition agreeing to but without duplication of any amounts to be turned over thereunder, turn over to the Senior Lien Administrative Agent Collateral Agent, for the benefit itself and on behalf of the Senior Secured Parties all amounts arising with respect to any Parties, Common Collateral or Proceeds of such Common Collateral otherwise received or receivable by them (and assign all rights to receive amounts receivable by 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 Junior Second Priority Secured Parties).

Separate Classification. The Each Subordinated Creditor acknowledges and agrees that (a) the grants of Senior Liens and Junior Liens pursuant to the Loan Senior Debt Documents and the Subordinated Debt Documents constitute two separate and distinct grants and, of Liens and (b) because of, among other things, of their differing rights in the Collateral, the Junior Lien Obligations are Subordinated Debt is fundamentally different from the Senior Lien Obligations, Debt and the Junior Lien Obligations and Senior Lien Obligations must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding. To further effectuate the intent No Subordinated Creditor shall seek in any Insolvency Proceeding to be treated as part of the parties same class of creditors as provided in any Senior Creditor and shall not oppose any pleading or motion by any Senior Creditor for the immediately preceding sentenceSenior Creditors and Subordinated Creditors to be treated as separate classes of creditors. Notwithstanding the foregoing, if it is held that the Junior Lien Obligations Senior Debt and the Senior Lien Obligations Subordinated Debt constitute only one secured claim with respect to any Collateral (and not rather than separate classes of senior and junior secured claims), then, in accordance with Section 3.3 (Application of Proceeds), then each Subordinated Creditor hereby acknowledges and agrees that all distributions with respect to such Collateral shall be made as if there were separate classes of senior and junior secured claims against the Loan Parties Grantors in respect of such Collateral (the Collateral, with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by exceeds the Junior Secured Parties), amount of the Senior Secured Parties Debt incurred and accrued before the commencement of any Insolvency Proceeding, Senior Creditors shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, Postall amounts owing in respect of post-Petition Interestpetition interest, and fees, costs and charges incurred subsequent to the commencement of the applicable Insolvency Proceeding before any distribution is made in respect of any of the claims held by the Junior Secured Parties with respect Subordinated Creditors. Each Subordinated Creditor hereby agrees to the Collateral (and the Junior Secured Parties shall, in accordance with Section 3.4 (Payment Over) and in addition to but without duplication of any amounts to be turned over thereunder, turn over to the Senior Lien Administrative Agent for the benefit of the Senior Secured Parties all amounts arising with respect to any Collateral otherwise received by them (and assign all rights to receive amounts or receivable by them) it to the extent necessary to effectuate the intent of this the preceding sentence, even if such turnover has the effect of reducing the claim or recovery of the Junior Secured Parties)such Subordinated Creditor.

Separate Classification. The grants of Senior Liens and Junior Liens pursuant to the Loan Documents constitute separate and distinct grants and, because of, among other things, differing rights in the Collateral, the Junior Lien Obligations are fundamentally different from the Senior Lien Obligations, and the Junior Lien Obligations and Senior Lien Obligations must be separately classified in any Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if Whether or not it is held that the Junior Lien Revolving Obligations and and, the Senior Lien Delayed Draw Obligations and/or the MRE Obligations together constitute only one secured claim with respect to any Collateral (and not rather than separate classes of senior and junior secured claims), thenthe Revolving Secured Parties and, the Delayed Draw Secured Parties and the MRE Secured Parties hereby agree that in accordance with Section 3.3 (Application any proceeding under any Debtor Relief Laws of Proceeds)any Loan Party, all payments and distributions with respect to such Collateral shall be made applied as if there the Revolving Obligations and, the Delayed Draw Obligations and the MRE Obligations were separate classes of senior and junior secured claims against the Loan Parties in respect of such the Collateral (with the effect that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Junior Revolving Secured Parties)Parties and, the Senior Delayed Draw Secured Parties and the MRE Secured Parties shall be entitled to receive, in addition to receive payment of all amounts distributed owing to them in accordance with the priorities in Section 10.5 (whether or not allowed in such proceeding under any Debtor Relief Laws, and including in respect of principal, prepost-petition interest and other claimsexpenses) that would be owing to them as if the Revolving Obligations and, Post-Petition Interestthe Delayed Draw Obligations and the MRE Obligations were so classified as a separate claim and secured by a separate Lien, before any distribution is made in respect of with the claims held by the Junior Revolving Secured Parties with respect to and, the Collateral (Delayed Draw Secured Parties and the Junior MRE Secured Parties shall, in accordance with Section 3.4 (Payment Over) hereby acknowledging and in addition agreeing to but without duplication of any amounts to be turned over thereunder, turn over to the Senior Lien Administrative Agent Agent, for the benefit of the Senior Secured Parties all amounts arising with respect to any holders of the Delayed Draw Obligations or, the Revolving Obligations or the MRE Obligations, as applicable, payments or proceeds of Collateral otherwise received or receivable by them (and assign all rights to receive amounts receivable by 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 Junior Secured Parties)Section 10.13.

Separate Classification. The grants of Senior Liens and Junior Liens pursuant to the Loan Documents constitute separate and distinct grants and, because of, among other things, differing rights in the Collateral, the Junior Lien Obligations are fundamentally different from the Senior Lien Obligations, and the Junior Lien Obligations and Senior Lien Obligations must be separately classified in any Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if Whether or not it is held that the Junior Lien Revolving Obligations, the Delayed Draw Obligations and and/or the Senior Lien MRE Obligations together constitute only one secured claim with respect to any Collateral (and not rather than separate classes of senior and junior secured claims), thenthe Revolving Secured Parties, the Delayed Draw Secured Parties and the MRE Secured Parties hereby agree that in accordance with Section 3.3 (Application any proceeding under any Debtor Relief Laws of Proceeds)any Loan Party, all payments and distributions with respect to such Collateral shall be made applied as if there the Revolving Obligations, the Delayed Draw Obligations and the MRE Obligations were separate classes of senior and junior secured claims against the Loan Parties in respect of such the Collateral (with the effect that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Junior Revolving Secured Parties), the Senior Delayed Draw Secured Parties and the MRE Secured Parties shall be entitled to receive, in addition to receive payment of all amounts distributed owing to them in accordance with the priorities in Section 10.5 (whether or not allowed in such proceeding under any Debtor Relief Laws, and including in respect of principal, prepost-petition interest and other claimsexpenses) that would be owing to them as if the Revolving Obligations, Post-Petition Interestthe Delayed Draw Obligations and the MRE Obligations were so classified as a separate claim and secured by a separate Lien, before any distribution is made in respect of with the claims held by Revolving Secured Parties, the Junior Delayed Draw Secured Parties with respect to the Collateral (and the Junior MRE Secured Parties shall, in accordance with Section 3.4 (Payment Over) hereby acknowledging and in addition agreeing to but without duplication of any amounts to be turned over thereunder, turn over to the Senior Lien Administrative Agent Agent, for the benefit of the Senior Secured Parties all amounts arising with respect to any holders of the Delayed Draw Obligations, the Revolving Obligations or the MRE Obligations, as applicable, payments or proceeds of Collateral otherwise received or receivable by them (and assign all rights to receive amounts receivable by 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 Junior Secured Parties)Section 10.13.