Common use of Separate Classification Clause in Contracts

Separate Classification. (a) Each Senior Holder and each Junior Holder acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Collateral Documents and the grants of Liens pursuant to the Junior Collateral Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Common Collateral, the Junior Obligations are fundamentally different from the Senior Obligations and 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 claims of the Senior Holders and the claims of the Junior Holders in respect of the Common Collateral constitute only one secured claim (rather than separate classes of secured claims), then the Senior Holders and the Junior Holders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of Senior Obligations and Junior Obligations against the Grantors, with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient, the Senior Holders 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 the Common Collateral before any distribution is made in respect of the Junior Obligations from the Common Collateral, with the Junior Holders hereby acknowledging and agreeing to turn over to the Senior Collateral Agent for the benefit of the Senior Holders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence and the terms of Section 5 hereof, even if such turnover has the effect of reducing the aggregate recoveries.

Separate Classification. (a) Each Senior Holder and each Junior Holder Secured Party acknowledges and agrees that following the effects of this Agreement, (i) the grants of Liens pursuant to securing the Senior Collateral Documents Obligations and the grants of Liens pursuant to the Junior Collateral Documents Obligations constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Common Collateral, the Junior Senior Obligations are fundamentally different from the Senior Junior Obligations and must should 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 a court overseeing an Insolvency Proceeding of one or more Loan Parties rules that the claims of the Senior Holders Obligations and the Junior Obligations constitute claims of in the Junior Holders in respect of the Common Collateral constitute only one secured claim same class (rather than separate classes of senior and junior secured claims), then the Senior Holders RCF Secured Parties and the Junior Holders Term Loan Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of Senior Obligations and Junior Obligations claims against the Grantors, Loan Parties (with the effect being that, to the extent that the aggregate value of the Common RCF Priority Collateral and Other Collateral is sufficientsufficient (for this purpose ignoring all claims held by the other Secured Parties), the Senior Holders 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 postPost-petition interest Petition Interest that is available from the Common each pool of Collateral before any distribution is made in respect of the Junior Obligations from the Common CollateralObligations, with the Junior Holders Secured Parties hereby acknowledging and agreeing to turn over to the respective Senior Collateral Agent for the benefit of the Senior Holders Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate |US-DOCS\149079678.29|| the intent of this sentence and the terms of Section 5 hereofsentence, even if such turnover has the effect of reducing the aggregate recoveries).

Separate Classification. (a) Each Senior Holder and each Junior Holder acknowledges and agrees that (i) the The grants of Senior Liens and Junior Liens pursuant to the Senior Collateral Documents and the grants of Liens pursuant to the Junior Collateral Loan Documents constitute separate and distinct grants of Liens and (ii) and, 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 claims of Junior Lien Obligations and the Senior Holders and the claims of the Junior Holders in respect of the Common Collateral Lien Obligations constitute only one secured claim with respect to any Collateral (rather than and not separate classes of senior and junior secured claims), then the Senior Holders and the Junior Holders hereby acknowledge and agree that 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 Obligations senior and Junior Obligations junior secured claims against the Grantors, Loan Parties in respect of such Collateral (with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficientsufficient (for this purpose ignoring all claims held by the Junior Secured Parties), the Senior Holders Secured Parties 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 postPost-petition interest that is available from the Common Collateral Petition Interest, before any distribution is made in respect of the Junior Obligations from the Common Collateral, with claims held by the Junior Holders hereby acknowledging Secured Parties with respect to the Collateral (and agreeing 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 Collateral Lien Administrative Agent for the benefit of the Senior Holders Secured Parties all amounts arising with respect to any Collateral otherwise received or by them (and assign all rights to receive amounts receivable by them them) to the extent necessary to effectuate the intent of this sentence and the terms of Section 5 hereofsentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Junior Secured Parties).

Separate Classification. (a) Each Senior Holder Second Priority Agent, on behalf of itself and each Junior Holder 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 Liens pursuant to the Senior Collateral Documents and the grants of Liens pursuant to the Junior Second Priority Collateral Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Common Collateral, the Junior Obligations Second Priority Claims are fundamentally different from the Senior Obligations Claims and 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 claims of the Senior Holders Secured Parties and the claims of the Junior Holders Second Priority 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 of the Senior Holders parties hereto hereby acknowledges and the Junior Holders hereby acknowledge agrees that, subject to Sections 2.1 and agree that 4.1, all distributions shall be made as if there were separate classes of Senior Obligations senior and Junior Obligations junior secured claims against the Grantors, Grantors in respect of the Common Collateral (with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficientsufficient (for this purpose ignoring all claims held by the Second Priority Secured Parties), the Senior Holders Secured Parties 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 (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of post-petition interest, including any additional interest that payable pursuant to the Senior Documents, arising from or related to a default, which is available from the Common Collateral disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the Junior Obligations from claims held by the Second Priority Secured Parties with respect to the Common Collateral, with each Second Priority Agent, for itself and on behalf of the Junior Holders Second Priority Secured Parties, hereby acknowledging and agreeing to turn over to the Senior Collateral Agent Agent, for the benefit itself and on behalf of the Senior Holders amounts Secured Parties, Common Collateral or Proceeds of such Common Collateral otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence and the terms of Section 5 hereofsentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Second Priority Secured Parties.