Separate Grants of Security and Separate Classifications. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that (a) the grants of Liens pursuant to the Senior Collateral Documents and the Second Priority Collateral Documents constitute separate and distinct grants of Liens and (b) because of, among other things, their differing rights in the Shared Collateral, the Second Priority Debt Obligations are fundamentally different from the Senior Obligations and 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 any claims of the Senior Secured Parties and the Second Priority Debt Parties in respect of the Shared Collateral constitute a single class of claims (rather than separate classes of senior and junior secured claims), then each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby acknowledges and agrees that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Shared Collateral (with the effect being that, to the extent that the aggregate value of the Shared Collateral is sufficient (for this purpose ignoring all claims held by the Second Priority Debt 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 (whether or not allowed or allowable) before any distribution is made in respect of the Second Priority Debt Obligations, with each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby acknowledging and agreeing to turn over to the Designated Senior Representative 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 Second Priority Debt Parties.
Separate Grants of Security and Separate Classifications. The Trustee, on behalf of itself and each Noteholder, acknowledges and agrees that (a) the grants of Liens pursuant to the Senior Collateral Documents and the Noteholder Collateral Documents constitute two separate and distinct grants of Liens and (b) because of, among other things, their differing rights in the Common Collateral, the Noteholder Claims are fundamentally different from the Senior Lender Claims and 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 claims of the Senior Lenders and the Noteholders in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Trustee, on behalf of itself and each Noteholder, hereby acknowledges and agrees that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of 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 Noteholders), the Senior 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 post-petition interest (whether or not allowed or allowable) before any distribution is made in respect of the Noteholder Claims, with the Trustee, on behalf of itself and each Noteholder, hereby acknowledging and agreeing to turn over to the Intercreditor Agent 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 Noteholders.
Separate Grants of Security and Separate Classifications. Each of the parties hereto acknowledges and agrees that (i) the grants of Liens pursuant to the Revolving Loan Documents and the Term Loan Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Bank Debt and the Term Loan Debt in respect of any Collateral are fundamentally different from each other in respect of such Collateral, and the Bank Debt and Term Loan Debt 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 Bank Debt and the Term Loan Debt in respect of such Collateral constitute only one secured claim (rather than separate classes of secured claims), then all distributions shall be made as if there were separate classes of secured claims against the Credit Parties in respect of any Collateral.
Separate Grants of Security and Separate Classifications. 55745340_4
Separate Grants of Security and Separate Classifications. (a) The Second Lien Agent, for itself and on behalf of each Second Lien Creditor represented by it, acknowledges and agrees that:
(i) the grants of security pursuant to the Senior Finance Documents and the Second Lien Finance Documents constitute separate and distinct grants of Security; and
(ii) because of, among other things, their differing rights in the Transaction Security, the Second Lien Liabilities are fundamentally different from the Senior Liabilities and must be separately classified in any plan of reorganisation proposed or adopted in any Bankruptcy Case of any member of the Group.
(b) To further effectuate the intent of the Parties as provided in paragraph (a) above, if it is held that any claims of the Senior Facility Creditors and the Second Lien Creditors in respect of the Transaction Security constitute a single class of claims (rather than separate classes of senior and junior secured claims), then the Second Lien Agent, for itself and on behalf of each Second Lien Creditor represented by it, hereby acknowledges and agrees that all distributions shall be made in accordance with Clause 16.1 (Order of Application) as if there were separate classes of senior and junior secured claims against any member of the Group in respect of the Transaction Security, and the Second Lien Agent, for itself and on behalf of each Second Lien Creditor represented by it, hereby acknowledges and agrees to turn over to the Senior Agent amounts otherwise received or receivable by them as set out in Clause 8.1 (Turnover by the Creditors), even if such turnover has the effect of reducing the claim or recovery of the Second Lien Creditors.
(c) For the avoidance of doubt, nothing in this Agreement shall prevent or prohibit:
(i) claims of the Second Lien Creditors from voting as a single class; or
(ii) claims of the Senior Facility Creditors voting as a single class.
Separate Grants of Security and Separate Classifications. Plans of Reorganization 43 Section 6.06 . No Waivers of Rights of Senior Priority Secured Parties 43 Section 6.07 . Application 44 Section 6.08 . [Reserved] 44 Section 6.09 . Asset Dispositions 44 Section 6.10 . Reorganization Securities 45 Section 6.11 . Section 1111(b) of the Bankruptcy Code 45
