Common use of Separate Classification Clause in Contracts

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. The grants Term Loan Lender agrees that in any insolvency or liquidation proceeding with respect to any Borrower or Guarantor, its claims in respect of First Liensthe Collateral or otherwise would not be “substantially similar” to those of the Agent and the Revolving Loan Lenders, Second Liens as such term is utilized in Section 1122(a) of the Bankruptcy Code, and Third Liens pursuant therefore shall be placed into a separate class of creditors from those of the Revolving Loan Lenders for voting and all other purposes under any proposed plan under Chapter 11 of the Bankruptcy Code. Term Loan Lender further agrees that it will not vote to accept any proposed plan under Chapter 11 of the Bankruptcy Code that does not so separately classify its claims from those of the Revolving Loan Lenders (except to the Transaction Documents constitute separate and distinct grants andextent they are otherwise expressly instructed to do so by Agent). If, because ofnotwithstanding the foregoing, 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 sentenceinsolvency or liquidation proceeding with respect to any Borrower or Guarantor, if it is held that the Second Lien Obligations, claims of the Third Lien Obligations Revolving Loan Lenders and Term Loan Lender in respect of the First Lien Obligations Collateral constitute only one secured claim with respect to any Collateral (and not rather than 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 Revolving Loan Lenders shall be entitled to receive, in addition to amounts distributed to it them from, or in respect of, the Collateral in respect of principal, pre-petition interest and other claims, Postall amounts owing in respect of post-Petition Interestpetition interest, fees, costs, premium and other charges, irrespective of whether a claim for such amounts is allowed or allowable in such insolvency or liquidation proceeding pursuant to Section 506(b) of the Bankruptcy Code or otherwise, before any distribution from, or in respect of, any Collateral is made in respect of the claims held by the Second Lien Creditor Term Loan Lender, with respect the Term Loan Lender hereby acknowledging and agreeing 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 Agent, for the benefit of the First Lien Creditor all Revolving Loan Lenders, amounts otherwise received or receivable 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)Term Loan Lender.

Separate Classification. The (a) Each Senior Holder and each Junior Holder acknowledges and agrees that (i) the grants of First Liens, Second Liens and Third Liens pursuant to the Transaction Senior Collateral Documents and the grants of Liens pursuant to the Junior Collateral Documents constitute separate and distinct grants and, of Liens and (ii) because of, among other things, their differing rights in the Common Collateral, each of the Second Lien Obligations and the Third Lien Junior Obligations are fundamentally different from the First Lien Obligations, and the Second Lien Obligations, the Third Lien Senior Obligations and First 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 Second Lien Obligations, claims of the Third Lien Obligations Senior Holders and the First Lien Obligations claims of the Junior Holders in respect of the Common Collateral constitute only one secured claim with respect to any Collateral (and not rather than separate classes of senior and junior secured claims), then the Senior Holders and the Junior Holders hereby acknowledge and agree that all distributions with respect any Collateral shall be made as if there were separate classes of senior Senior Obligations and junior secured claims Junior Obligations against the Borrower in respect of such Collateral (Grantors, 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 Second Lien Creditor and the Third Lien Creditor)sufficient, the First Lien Creditor Senior Holders shall be entitled to receive, in addition to amounts distributed to it them in respect of principal, pre-petition interest and other claims, Postall amounts owing in respect of post-Petition Interest, petition interest that is available from the Common Collateral before any distribution is made in respect of the claims held by Junior Obligations from the Second Lien Creditor Common Collateral, with respect the Junior Holders hereby acknowledging and agreeing 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 Senior Collateral Agent for the benefit of the First Lien Creditor all Senior Holders amounts otherwise received by it (and assign all rights to receive amounts or receivable by them) them to the extent necessary to effectuate the intent of this sentencesentence and the terms of Section 5 hereof, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Creditor or the Third Lien Creditor)aggregate recoveries.

Separate Classification. The Each Subordinated Creditor acknowledges and agrees that (a) the grants of First Liens, Second Liens and Third Liens pursuant to the Transaction Senior Debt Documents and the Subordinated Debt Documents constitute two separate and distinct grants and, of Liens and (b) because of, among other things, of their differing rights in the Collateral, each of the Second Lien Obligations and the Third Lien Obligations are Subordinated Debt is fundamentally different from the First Lien Obligations, Senior Debt and the Second Lien Obligations, the Third Lien Obligations and First Lien Obligations must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding. To further effectuate the intent No Subordinated Creditor shall seek in any Insolvency Proceeding to be treated as part of the parties same class of creditors as provided in any Senior Creditor and shall not oppose any pleading or motion by any Senior Creditor for the immediately preceding sentenceSenior Creditors and Subordinated Creditors to be treated as separate classes of creditors. Notwithstanding the foregoing, if it is held that the Second Lien Obligations, the Third Lien Obligations Senior Debt and the First Lien Obligations Subordinated Debt constitute only one secured claim with respect to any Collateral (and not rather than separate classes of senior and junior secured claims), then each Subordinated Creditor hereby acknowledges and agrees that all distributions with respect any Collateral shall be made as if there were separate classes of senior and junior secured claims against the Borrower Grantors in respect of such Collateral (the Collateral, with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by exceeds the Second Lien Creditor amount of the Senior Debt incurred and accrued before the Third Lien Creditor)commencement of any Insolvency Proceeding, the First Lien Creditor Senior Creditors shall be entitled to receive, in addition to amounts distributed to it them in respect of principal, pre-petition interest and other claims, Postall amounts owing in respect of post-Petition Interestpetition interest, and fees, costs and charges incurred subsequent to the commencement of the applicable Insolvency Proceeding before any distribution is made in respect of any of the claims held by the Second Lien Subordinated Creditors. Each Subordinated Creditor with respect hereby agrees 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 Senior Agent amounts otherwise received or receivable by it (and assign all rights to receive amounts receivable by them) to the extent necessary to effectuate the intent of this the preceding sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Creditor or the Third Lien such Subordinated Creditor).