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. Whether or not it is held that the Revolving Obligations, FILO A Obligations and the FILO B Obligations together constitute only one secured claim (rather than separate classes of secured claims), the FILO A Secured Parties and the FILO B Secured Parties hereby agree that in any Insolvency Proceeding with respect to a Loan Party, all payments and distributions shall applied as if the Revolving Obligations, the FILO A Obligations and the FILO B Obligations were separate classes of secured claims against the Loan Parties in respect of the Collateral with the effect that the Revolving Secured Parties, the FILO A Secured Parties and the FILO B Secured Parties shall be entitled to receive payment of all amounts owing to them as set forth pursuant to the priorities in Section 7.03 (whether or not allowed in such Insolvency Proceeding, and including in respect of post-petition interest and expenses) that would be owing to them as if the Revolving Secured Parties, the FILO A Secured Parties and the FILO B Secured Parties were so classified as a separate claim and secured by a separate Lien, with the Revolving Secured Parties, the FILO A Secured Parties and the FILO B Secured Parties hereby acknowledging and agreeing to turn over to the Revolving Secured Parties, the FILO A Secured Parties and/or the FILO B Secured Parties, as applicable, payments or proceeds of Collateral otherwise received or receivable by them to the extent necessary to effectuate the intent of this Section 7.05.
Separate Classification. Whether or not it is held that the Revolving Obligations and the FILO Obligations together constitute only one secured claim (rather than separate classes of secured claims), the FILO Secured Parties hereby agree that in any proceeding under any Debtor Relief Laws of any Loan Party, all payments and distributions shall applied as if the Revolving Obligations and the FILO Obligations were separate classes of secured claims against the Loan Parties in respect of the Collateral with the effect that the holders of the Revolving Obligations and the holders of the FILO Obligations shall be entitled to receive payment of all amounts owing to them as set forth pursuant to the priorities in Section 8.05 hereof (whether or not allowed in such proceeding under any Debtor Relief Laws, and including in respect of post-petition interest and expenses) that would be owing to them as if the holders of the Revolving Obligations and the holders of the FILO Obligations were so classified as a separate claim and secured by a separate Lien, with the holders of each of the FILO Obligations and the Revolving Obligations hereby acknowledging and agreeing to turn over to the holders of the Revolving Obligations or the FILO Obligations, as applicable, payments or proceeds of Collateral otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence.
Separate Classification. Tutors shall be in a separate classification from teachers in regards to reduction in force, displacement rights, assignment, vacancies and transfer. No tutor shall be permitted to displace a teacher I the event of a reduction in force. Also, the board shall not be required to transfer a tutor into a teaching assignment or otherwise offer any tutor a teaching position under the terms of this Agreement.
Separate Classification. The grants of First Liens, Second Liens and Third Liens pursuant to the Transaction Documents constitute separate and distinct grants and, because of, among other things, differing rights in the Collateral, each of the Second Lien Obligations and the Third Lien Obligations are fundamentally different from the First Lien Obligations, and the Second Lien Obligations, the Third Lien Obligations and 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 Second Lien Obligations, the Third Lien Obligations and the First Lien Obligations constitute only one secured claim with respect to any Collateral (and not separate classes of senior and junior secured claims), then all distributions with respect any Collateral shall be made as if there were separate classes of senior and junior secured claims against the 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 Second Lien Creditor and the Third Lien Creditor), the First Lien Creditor shall be entitled to receive, in addition to amounts distributed to 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 Second Lien Creditor with respect to the Collateral (and each of the 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 First Lien Creditor for the benefit of the First Lien Creditor all amounts otherwise received by 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 Second Lien Creditor or the Third Lien Creditor).
Separate Classification. Whether or not it is held that the Revolving Obligations and the FILO Obligations together constitute only one secured claim (rather than separate classes of secured claims), the FILO Secured Parties hereby agree that in any Insolvency Proceeding with respect to a Loan Party, all payments and distributions shall be applied as if the Revolving Obligations and the FILO Obligations were separate classes of secured claims against the Loan Parties in respect of the Collateral with the effect that the Revolving Secured Parties and the FILO Secured Parties shall be entitled to receive payment of all amounts owing to them as set forth pursuant to the priorities in Section 10.3 (whether or not allowed in such Insolvency Proceeding, and including in respect of post-petition interest and expenses) that would be owing to them as if the Revolving Obligations and the FILO Obligations were so classified as a separate claim and secured by a separate Lien, and any payments or proceeds of Collateral otherwise received or receivable shall be turned over to the appropriate Secured Party to the extent necessary to effectuate the intent of this Section 10.7.
Separate Classification. It is acknowledged and agreed that:
Separate Classification. In addition to Section 9.8 (Separate Classification), of the Collateral Agency and Intercreditor Agreement, the Obligors and Purchasers acknowledge and agree that because of, among other things, their differing rights in the Collateral and payment priority, the First Out Senior Notes, the First Out Subordinated Notes, the Priority Last Out Notes, Intermediate Last Out Notes and the Last Out Notes are fundamentally different from each other and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding notwithstanding the fact that the First Out Senior Notes, the First Out Subordinated Notes, the Priority Last Out Notes, Intermediate Last Out Notes and the Last Out Notes are secured by a single, common, indivisible Lien on the Collateral.
Separate Classification. Each of the Company and the other Obligors and each of the Secured Parties acknowledges and agrees that (a) the Liens granted pursuant to the First Lien Collateral Documents, the Second Lien Collateral Documents, and any Permitted Third Lien Documents constitute, or shall be deemed to constitute, three separate and distinct grants of Liens, (b) the First Lien Obligations, the Second Lien Obligations, and any Permitted Third Lien Obligations constitute three separate and distinct classes of debt obligations, and (c) because of, among other things, their differing rights in the Collateral, the separate sets of Documents governing the First Lien Obligations, the Second Lien Obligations, and any Permitted Third Lien Obligations and the priority and application provisions set forth herein, any Permitted Third Lien Obligations, the Second Lien Obligations, and the First Lien Obligations are fundamentally different and must be separately classified in any Plan of Reorganization proposed or confirmed in an Insolvency or Liquidation Proceeding. Each of the Company and the other Obligors and each of the Secured Parties agree that they will not make any assertion that is contrary to the foregoing or object to the assertion that the claims and interests of the First Lien Secured Parties under the First Lien Documents, the claims and interests of the Second Lien Secured Parties under the Second Lien Documents, and the claims and interests of the Permitted Third Lien Secured Parties under the Permitted Third Lien Documents are fundamentally different. In addition, the parties hereto agree that regardless of whether any Post-Petition Claim is allowed or allowable, and without limiting the generality of the other provisions of this Agreement, this Agreement expressly is intended to include and does include the “rule of explicitness” in that this Agreement expressly entitles each First Lien Agent and each other First Lien Secured Party, and is intended to provide each First Lien Agent and such other First Lien Secured Party with the right to receive, in respect of their First Lien Obligations, payment from the Collateral of all Post-Petition Claims through distributions made therefrom pursuant to the provisions of this Agreement even though any such Post-Petition Claims are not allowed or allowable against the bankruptcy estate of the Company or any other Obligor under Section 502(b)(2) or Section 506(b) of the Bankruptcy Code or under any other provision of the Bankruptcy...
Separate Classification. The grants of First Liens and Second Liens pursuant to the Transaction Documents constitute separate and distinct grants and, because of, among other things, differing rights in the Collateral, the Second Lien Obligations are fundamentally different from the First Lien Obligations, and the Second Lien Obligations and 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 Second Lien Obligations and the First Lien Obligations constitute only one secured claim with respect to any Collateral (and not separate classes of senior and junior secured claims), then all distributions with respect any Collateral shall be made as if there were separate classes of senior and junior secured claims against the 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 Second Lien Creditor), the First Lien Creditor 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 Second Lien Creditor with respect to the Collateral (and the Second 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 First Lien Creditor for the benefit of the First Lien Creditor all amounts 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 Second Lien Creditor).
