Common use of Separate Obligations Clause in Contracts

Separate Obligations. Each Term Creditor acknowledges and agrees that because of their differing rights in proceeds of the Collateral, the Obligations arising under or in respect of the Term Loans are fundamentally different from the Obligations arising under or in respect of the Revolving Loans and must be separately classified in any plan of reorganization proposed or confirmed in any bankruptcy or insolvency proceeding involving any Borrower or Guarantor as a debtor. No Term Creditor shall seek in any such bankruptcy or insolvency proceeding to be treated as part of the same class of creditors as the Revolving Creditors or shall oppose any pleading or motion by the Revolving Creditors for the Revolving Creditors and the Term Creditors to be treated as separate classes of creditors. Notwithstanding the foregoing, and regardless of whether the Obligations arising under or in respect of the Term Loans and the Obligations arising under or in respect of the Revolving Loans are separately classified in any such plan of reorganization, the Term Creditors hereby acknowledge and agree that to the extent that the aggregate value of the Collateral exceeds the amount of the Obligations arising under or in respect of the Revolving Loans, the Revolving Creditors 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 interest, and fees, costs and charges incurred subsequent to the commencement of the applicable bankruptcy or insolvency proceeding (regardless of whether such interest, and fees, costs and charges incurred subsequent to the commencement of the applicable bankruptcy or insolvency proceeding is allowed as part of the claims of the Revolving Creditors under section 506(b) of the Bankruptcy Code or otherwise) before any distribution (whether pursuant to a plan of reorganization or otherwise) is made in respect of any of the claims held by the Term Creditors. The Term Creditors hereby acknowledge and agree to hold in trust for the benefit of the Revolving Creditors and to turn over to the Revolving Creditors all distributions received or receivable by them in any bankruptcy or insolvency proceeding (whether pursuant to a plan of reorganization or otherwise) to the extent necessary to effectuate the intent of the preceding sentence, even if such turnover has the effect of reducing the claim or recovery of the Term Creditors.

Separate Obligations. Each Term Creditor Lender acknowledges and agrees that because of their differing rights in proceeds of the Collateral, the Term Loan Obligations arising under or in respect of the Term Loans are fundamentally different from the Revolving Loan Obligations arising under or in respect of the Revolving Loans and must be separately classified in any plan of reorganization proposed or confirmed in any bankruptcy or insolvency proceeding Insolvency Proceeding involving any Borrower or Guarantor as a debtor. No Term Creditor Lender shall seek in any such bankruptcy or insolvency proceeding Insolvency Proceeding to be treated as part of the same class of creditors as the Revolving Creditors Lenders or shall oppose any pleading or motion by the Revolving Creditors Lenders for the Revolving Creditors Lenders and the Term Creditors Lenders to be treated as separate classes of creditors. Notwithstanding the foregoing, and regardless of whether the Term Loan Obligations arising under or in respect of the Term Loans and the Revolving Loan Obligations arising under or in respect of the Revolving Loans are separately classified in any such plan of reorganization, the Term Creditors Lenders hereby acknowledge and agree that to the extent that the aggregate value of the Collateral exceeds the amount of the Obligations arising under or in respect of the Revolving LoansLoan Obligations, the Revolving Creditors Lenders 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 interest, and fees, costs and charges incurred subsequent to the commencement of the applicable bankruptcy or insolvency proceeding Insolvency Proceeding (regardless of whether such interest, and fees, costs and charges incurred subsequent to the commencement of the applicable bankruptcy or insolvency proceeding Insolvency Proceeding is allowed as part of the claims of the Revolving Creditors Lenders under section 506(b) of the Bankruptcy Code or otherwise) before any distribution (whether pursuant to a plan of reorganization or otherwise) is made in respect of any of the claims held by the Term CreditorsLenders. The Term Creditors Lenders hereby acknowledge and agree to hold in trust for the benefit of the Revolving Creditors Lenders and to turn over to the Revolving Creditors Lenders all distributions received or receivable by them in any bankruptcy or insolvency proceeding Insolvency Proceeding (whether pursuant to a plan of reorganization or otherwise) to the extent necessary to effectuate the intent of the preceding sentence, even if such turnover has the effect of reducing the claim or recovery of the Term CreditorsLenders.

Separate Obligations. Each Term Creditor acknowledges and agrees that because of their differing rights in proceeds of the Collateral, the Term Loan Obligations arising under or in respect of the Term Loans are fundamentally different from the Revolving Loan Obligations arising under or in respect of the Revolving Loans and must be separately classified in any plan of reorganization proposed or confirmed in connection with or following any bankruptcy or insolvency proceeding Bankruptcy Event involving any Borrower or Guarantor as a debtor. No Term Creditor shall seek in any proceeding related to any such bankruptcy or insolvency proceeding Bankruptcy Event to be treated as part of the same class of creditors as the Revolving Creditors or shall oppose any pleading or motion by the Revolving Creditors for the Revolving Creditors and the Term Creditors to be treated as separate classes of creditors. Notwithstanding the foregoing, and regardless of whether the Term Loan Obligations arising under or in respect of the Term Loans and the Revolving Loan Obligations arising under or in respect of the Revolving Loans are separately classified in any such plan of reorganization, the Term Creditors hereby acknowledge and agree that to the extent that the aggregate value of the Collateral exceeds the amount of the Obligations arising under or in respect of the Revolving LoansLoan Obligations, the Revolving Creditors 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 interest, and fees, costs and charges incurred subsequent to the commencement of the applicable bankruptcy or insolvency proceeding related to the applicable Bankruptcy Event (regardless of whether such interest, and fees, costs and charges incurred subsequent to the commencement of the applicable bankruptcy or insolvency proceeding related to the applicable Bankruptcy Event is allowed as part of the claims of the Revolving Creditors under section 506(b) of the Bankruptcy Code or otherwise) before any distribution (whether pursuant to a plan of reorganization or otherwise) is made in respect of any of the claims held by the Term Creditors. The Term Creditors hereby acknowledge and agree to hold in trust for the benefit of the Revolving Creditors and to turn over to the Revolving Creditors all distributions received or receivable by them in any bankruptcy or insolvency proceeding related to an applicable Bankruptcy Event (whether pursuant to a plan of reorganization or otherwise) to the extent necessary to effectuate the intent of the preceding sentence, even if such turnover has the effect of reducing the claim or recovery of the Term Creditors.

Separate Obligations. Each Term Creditor acknowledges and agrees that because of their differing rights in proceeds of the Collateral, the Term Loan Obligations arising under or in respect of the Term Loans are fundamentally different from the Revolving Loan Obligations arising under or in respect of the Revolving Loans and must be separately classified in any plan of reorganization proposed or confirmed in any bankruptcy or insolvency proceeding Insolvency Proceeding involving any Borrower or Guarantor as a debtor. No Term Creditor shall seek in any such bankruptcy or insolvency proceeding Insolvency Proceeding to be treated as part of the same class of creditors as the Revolving Creditors or shall oppose any pleading or motion by the Revolving Creditors for the Revolving Creditors and the Term Creditors to be treated as separate classes of creditors. Notwithstanding the foregoing, and regardless of whether the Term Loan Obligations arising under or in respect of the Term Loans and the Revolving Loan Obligations arising under or in respect of the Revolving Loans are separately classified in any such plan of reorganization, the Term Creditors hereby acknowledge and agree that to the extent that the aggregate value of the Collateral exceeds the amount of the Obligations arising under or in respect of the Revolving LoansLoan Obligations, the Revolving Creditors 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 interest, and fees, costs and charges incurred subsequent to the commencement of the applicable bankruptcy or insolvency proceeding Insolvency Proceeding (regardless of whether such interest, and fees, costs and charges incurred subsequent to the commencement of the applicable bankruptcy or insolvency proceeding Insolvency Proceeding is allowed as part of the claims of the Revolving Creditors under section 506(b) of the Bankruptcy Code of the United States or otherwise) before any distribution (whether pursuant to a plan of reorganization or otherwise) is made in respect of any of the claims held by the Term Creditors. The Term Creditors hereby acknowledge and agree to hold in trust for the benefit of the Revolving Creditors and to turn over to the Revolving Creditors all distributions received or receivable by them in any bankruptcy or insolvency proceeding Insolvency Proceeding (whether pursuant to a plan of reorganization or otherwise) to the extent necessary to effectuate the intent of the preceding sentence, even if such turnover has the effect of reducing the claim or recovery of the Term Creditors.

Separate Obligations. Each Term Creditor acknowledges Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon and agrees that because of their differing rights in proceeds of after the CollateralRestatement Effective Date, the Obligations arising under or in respect of the Term Loans are fundamentally different from the Obligations arising under or in respect of the Revolving Loans and must be separately classified in any plan of reorganization proposed or confirmed in any bankruptcy or insolvency proceeding involving any Borrower or Guarantor as a debtor. No Term Creditor shall seek in any such bankruptcy or insolvency proceeding to be treated as part of the same class of creditors as the Revolving Creditors or shall oppose any pleading or motion by the Revolving Creditors for the Revolving Creditors and the Term Creditors to be treated as separate classes of creditors. Notwithstanding the foregoing, and regardless of whether the Obligations arising under or in respect of the Term Loans and the Obligations arising under or in respect of the Revolving Loans are separately classified in any such plan of reorganization, the Term Creditors hereby parties hereto acknowledge and agree that to (a) at no time and in no circumstances shall the extent that the aggregate value Additional Borrower be liable for any Company Obligations or any other indebtedness, liabilities or obligations of the Collateral exceeds Company hereunder or under any other Loan Documents, whether incurred by the amount Company before, on or after the Restatement Effective Date, and the Additional Borrower’s joinder hereto as a borrower does not constitute a guarantee by the Additional Borrower of any Company Obligations or any such other indebtedness, liabilities or obligations of the Company hereunder or under any other Loan Documents, (b) except as expressly provided in the Guarantee, at no time and in no circumstance shall the Company be liable for any Additional Borrower Obligations arising under or in respect any other indebtedness, liabilities or obligations of the Revolving LoansAdditional Borrower hereunder or under any other Loan Documents, whether incurred by the Revolving Creditors 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 interestAdditional Borrower on or after the Restatement Effective Date, and fees, costs and charges incurred subsequent (c) with respect to the commencement any borrowing by either of the Company or the Additional Borrower of any Loans hereunder, such Loans are for the applicable bankruptcy or insolvency proceeding (regardless of whether such interestrequesting Borrower’s own account, and fees, costs such Loans and charges incurred subsequent to the commencement such Borrower’s other obligations hereunder are obligations of the applicable bankruptcy or insolvency proceeding is allowed as part such Borrower and do not constitute joint and several obligations of the claims of the Revolving Creditors under section 506(b) of the Bankruptcy Code or otherwise) before any distribution (whether pursuant to a plan of reorganization or otherwise) is made in respect of any of the claims held by the Term Creditors. The Term Creditors hereby acknowledge and agree to hold in trust for the benefit of the Revolving Creditors and to turn over to the Revolving Creditors all distributions received or receivable by them in any bankruptcy or insolvency proceeding (whether pursuant to a plan of reorganization or otherwise) to the extent necessary to effectuate the intent of the preceding sentence, even if such turnover has the effect of reducing the claim or recovery of the Term Creditorsboth Borrowers.