Common use of Separate Liens Clause in Contracts

Separate Liens. Each of the parties hereto acknowledges and agrees that (i) the grants of Liens pursuant to the Collateral Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Junior Claims in respect of any Collateral are fundamentally different from the Senior Claims in respect of such Collateral, and the Junior Claims and Senior Claims in respect of any Collateral 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, in respect of any Collateral, the Junior Claims and the Senior Claims in respect of such Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Junior Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Loan Parties in respect of any Collateral (with the effect that, to the extent that the aggregate value of the Senior 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, all amounts owing in respect of post-petition interest before any distribution is made in respect of the claims held by the Junior Secured Parties with respect to the Senior Collateral, with the Junior Secured Parties hereby acknowledging and agreeing to turn over to the Senior 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 claim or recovery of the Junior Secured Parties).

Separate Liens. Each of the parties hereto acknowledges and agrees that (i) the grants of Liens pursuant to the Collateral Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Credit Agreement Collateral, the Junior Claims in respect of any Collateral are fundamentally different from the Senior Claims in respect of such Credit Agreement Collateral, and the Junior Claims and Senior Claims in respect of any Collateral 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, in respect of any Collateral, that the Junior Claims and the Senior Claims in respect of such Credit Agreement Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Junior Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Loan Credit Parties in respect of any Collateral (with the effect that, to the extent that the aggregate value of the Senior Credit Agreement 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, all amounts owing in respect of post-petition interest before any distribution is made in respect of the claims held by the Junior Secured Parties with respect to the Senior Credit Agreement Collateral, with the Junior Secured Parties hereby acknowledging and agreeing to turn over to the Senior 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 claim or recovery of the Junior Secured Parties).

Separate Liens. Each of the parties hereto acknowledges and agrees that (i) the grants of Liens in respect of the Collateral pursuant to the Collateral ABL Loan Documents, the Term Loan Documents and the Subordinated Documents each constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Junior Claims ABL Obligations, the Term Loan Obligations and the Subordinated Debt in respect of any the Collateral are fundamentally different from each other, and each of the Senior Claims ABL Obligations, the Term Loan Obligations and the Subordinated Debt in respect of such Collateral, and the Junior Claims and Senior Claims in respect of any Collateral must be separately classified in any Insolvency ProceedingProceeding by or against any Obligor. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that, in respect of any the Collateral, the Junior Claims ABL Obligations, the Term Loan Obligations and the Senior Claims in respect of such Collateral Subordinated Debt constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Junior Secured Parties hereby acknowledge and agree that all distributions from the Collateral shall be made as if there were separate classes of senior and junior secured claims against the Loan Parties Obligors in respect of any the Collateral (with the effect that, to the extent that the aggregate value of the Senior Collateral is sufficient (for this purpose ignoring all claims held by the Junior Secured PartiesCreditors), the Senior Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest interest, fees, including, without limitation, in respect of any prepayment penalty or prepayment fee, and other claims, all amounts owing in respect of post-petition interest before any distribution is made from the Collateral in respect of the claims held by the Junior Secured Parties Creditors with respect to the Senior Collateral, with the Junior Secured Parties Creditors hereby acknowledging and agreeing to turn over to the Senior Secured Parties amounts otherwise received or receivable by them from the Collateral 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 Creditors). Each Junior Creditor agrees that the Junior Creditors will not seek in any Insolvency Proceeding by or against any Obligor to be treated as part of the same class of creditors as any Senior Secured Parties)Party and will not oppose or contest any pleading by any Senior Secured Party seeking separate classification of their respective secured claims.

Separate Liens. Each of the parties hereto acknowledges and agrees that (i) the grants of Liens pursuant to the Collateral Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Junior Claims in respect of any Collateral are fundamentally different from the Senior Claims in respect of such Collateral, and the Junior Claims and Senior Claims in respect of any Collateral must be separately classified in any Insolvency or Liquidity Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that, in respect of any Collateral, the Junior Claims and the Senior Claims in respect of such Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Junior Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Loan Parties in respect of any Collateral as set forth above (with the effect that, to the extent that the aggregate value of the Senior 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, all amounts owing in respect of post-petition interest before any distribution is made in respect of the claims held by the Junior Secured Parties with respect to the Senior Collateral, with the Junior Secured Parties hereby acknowledging and agreeing to turn over to the Senior 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 claim or recovery of the Junior Secured Parties).

Separate Liens. Each of The Second Lien Creditor and the parties hereto First Lien Lender acknowledges and agrees that that: (i) the grants of Liens pursuant to the Collateral Hercules Loan Documents and the MDFA Loan Documents constitute two separate and distinct grants of Liens and Liens; and (ii) because of, among other things, their differing rights in the Collateral, the Junior Claims in respect of any Collateral are Second Lien Debt is fundamentally different from the Senior Claims in respect of such Collateral, First Lien Debt and the Junior Claims and Senior Claims in respect of any Collateral must be separately classified in any Insolvency 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, that the claims of the First Lien Lender and the Second Lien Creditor in respect of any Collateral, the Junior Claims and the Senior Claims in respect of such Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the Junior Secured Parties parties hereto hereby acknowledge acknowledges and agree that agrees that, subject to Sections 2.2 and 2.4 hereof, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Loan Parties in respect of any the Collateral (with the effect being that, to the extent that the aggregate value of the Senior Collateral is sufficient (for this purpose ignoring all claims held by the Junior Secured PartiesSecond Lien Creditor), the Senior Secured Parties First Lien Lender shall be entitled to receive, in addition to amounts distributed to them it in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest (including default rate interest), fees, costs and other charges, whether or not allowed in such Proceeding) before any distribution is made in respect of the claims held by the Junior Secured Parties with respect to the Senior CollateralSecond Lien Creditor, with the Junior Secured Parties Second Lien Creditor hereby acknowledging and agreeing to turn over to the Senior Secured Parties First Lien Lender amounts otherwise received 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)Second Lien Creditor.

Separate Liens. Each of the parties hereto acknowledges and agrees that (i) the grants of Liens pursuant to the Collateral Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Junior Claims in respect of any Collateral are fundamentally different from the Senior Claims in respect of such Collateral, and the Junior Claims and Senior Claims in respect of any Collateral must be separately classified 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, in respect of any Collateral, the Junior Claims and the Senior Claims in respect of such Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Junior Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Loan Parties in respect of any Collateral (with the effect that, to the extent that the aggregate value of the Senior 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, all amounts owing in respect of post-petition interest before any distribution is made in respect of the claims held by the Junior Secured Parties with respect to the Senior Collateral, with the Junior Secured Parties hereby acknowledging and agreeing to turn over to the Senior 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 claim or recovery of the Junior Secured Parties).

Separate Liens. Each of the parties hereto acknowledges and agrees that (i) the grants of Liens in respect of the Collateral pursuant to the Collateral Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Junior Revolving Credit Claims and the Second Priority Claims in respect of any the Collateral are fundamentally different from each other, and the Senior Revolving Credit Claims and Second Priority Claims in respect of such Collateral, and the Junior Claims and Senior Claims in respect of any Collateral must be separately classified in any Insolvency or Liquidity Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that, in respect of any the Collateral, the Junior Revolving Credit Claims and the Senior Second Priority Claims in respect of such Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Junior Secured Parties hereby acknowledge and agree that all distributions from the Collateral shall be made as if there were separate classes of senior and junior secured claims against the Loan Parties in respect of any the Collateral (with the effect that, to the extent that the aggregate value of the Senior Collateral is sufficient (for this purpose ignoring all claims held by the Junior Second Priority Secured Parties), the Senior Revolving Credit 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 post-petition interest before any distribution is made from the Collateral in respect of the claims held by the Junior Second Priority Secured Parties with respect to the Senior Collateral, with the Junior Second Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior Revolving Credit Secured Parties amounts otherwise received or receivable by them from the Collateral 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). The Second Priority Secured Parties will not seek in an Insolvency or Liquidity Proceeding to be treated as part of the same class of creditors as Revolving Credit Secured Parties and will not oppose or contest any pleading by the Revolving Credit Secured Parties seeking separate classification of their respective secured claims.

Separate Liens. Each of The Second Lien Creditor and the parties hereto First Lien Lender acknowledges and agrees that that: (i) the grants of Liens pursuant to the Collateral Lender Loan Documents and the MDFA Loan Documents constitute two separate and distinct grants of Liens and Liens; and (ii) because of, among other things, their differing rights in the Collateral, the Junior Claims in respect of any Collateral are Second Lien Debt is fundamentally different from the Senior Claims in respect of such Collateral, First Lien Debt and the Junior Claims and Senior Claims in respect of any Collateral must be separately classified in any Insolvency 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, that the claims of the First Lien Lender and the Second Lien Creditor in respect of any Collateral, the Junior Claims and the Senior Claims in respect of such Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the Junior Secured Parties parties hereto hereby acknowledge acknowledges and agree that agrees that, subject to Sections 2.2 and 2.4 hereof, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Loan Parties in respect of any the Collateral (with the effect being that, to the extent that the aggregate value of the Senior Collateral is sufficient (for this purpose ignoring all claims held by the Junior Secured PartiesSecond Lien Creditor), the Senior Secured Parties First Lien Lender shall be entitled to receive, in addition to amounts distributed to them it in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest (including default rate interest), fees, costs and other charges, whether or not allowed in such Proceeding) before any distribution is made in respect of the claims held by the Junior Secured Parties with respect to the Senior CollateralSecond Lien Creditor, with the Junior Secured Parties Second Lien Creditor hereby acknowledging and agreeing to turn over to the Senior Secured Parties First Lien Lender amounts otherwise received 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)Second Lien Creditor.

Separate Liens. Each of the parties hereto acknowledges and agrees that (i) the grants of Liens pursuant to the Collateral Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Junior Claims in respect of any Collateral are fundamentally different from the Senior Claims in respect of such Collateral, and the Junior Claims and Senior Claims in respect of any Collateral 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, in respect of any Collateral, the Junior Claims and the Senior Claims in respect of such Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Junior Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Loan Parties in respect of any Collateral (with the effect that, to the extent that the aggregate value of the Senior 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, all amounts owing in respect of postPost-petition interest Petition Interest before any distribution is made in respect of the claims held by the Junior Secured Parties with respect to the Senior Collateral, with the Junior Secured Parties hereby acknowledging and agreeing to turn over to the Senior 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 claim or recovery of the Junior Secured Parties).

Separate Liens. Each of the parties hereto acknowledges and agrees that (ia) the grants of Liens pursuant to the Collateral Documents constitute separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Collateral, the Junior Secured Claims of any Class in respect of any Collateral are fundamentally different from the Senior Secured Claims of any other Class in respect of such Collateral, and the Junior Secured Claims and Senior Claims of different Classes in respect of any Collateral 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, in respect of any Collateral, the Junior Claims and the Senior Secured Claims in respect of such Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Junior Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were two separate classes in seniority of senior and junior secured claims against the Loan Parties Grantors in respect of any Collateral (with the effect that, to the extent that the aggregate value of the Senior 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, all amounts owing in respect of post-petition interest before any distribution is made in respect of the claims held by the Junior Secured Parties with respect to the Senior Collateral, with the Junior Secured Parties hereby acknowledging and agreeing to turn over to the Senior 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 claim or recovery of the Junior Secured Parties).

Separate Liens. Each of the parties hereto acknowledges and agrees that (i) the grants of Liens pursuant to the Collateral Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Junior Claims in respect of any Collateral are fundamentally different from the Senior Claims in respect of such Collateral, and the Junior Claims and Senior Claims in respect of any Collateral must be separately classified in any Insolvency or Liquidity Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that, in respect of any Collateral, the Junior Claims and the Senior Claims in respect of such Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Junior Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Loan Credit Parties in respect of any Collateral (with the effect that, to the extent that the aggregate value of the Senior 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, all amounts owing in respect of post-petition interest before any distribution is made in respect of the claims held by the Junior Secured Parties with respect to the Senior Collateral, with the Junior Secured Parties hereby acknowledging and agreeing to turn over to the Senior 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 claim or recovery of the Junior Secured Parties).