Common use of Separate Classification Clause in Contracts

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, 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 proceeding under any Debtor Relief Laws of any 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 holders of the Revolving Secured Parties, Obligations and the holders of the FILO A Secured Parties and the FILO B Secured Parties Obligations shall be entitled to receive payment of all amounts owing to them as set forth pursuant to the priorities in Section 7.03 8.05 hereof (whether or not allowed in such Insolvency Proceedingproceeding 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 Secured Parties, Obligations and the holders of the FILO A Secured Parties and the FILO B Secured Parties Obligations were so classified as a separate claim and secured by a separate Lien, with the Revolving Secured Parties, holders of each of the FILO A Secured Parties Obligations and the FILO B Secured Parties Revolving Obligations hereby acknowledging and agreeing to turn over to the holders of the Revolving Secured Parties, Obligations or the FILO A Secured Parties and/or the FILO B Secured PartiesObligations, as applicable, payments or proceeds of Collateral otherwise received or receivable by them to the extent necessary to effectuate the intent of this Section 7.05sentence.

Separate Classification. Whether or not it is held (a) Each Secured Party acknowledges and agrees that following the Revolving Obligationseffects of this Agreement, FILO A (i) the grants of Liens securing the Senior Obligations and the FILO B Junior Obligations together constitute only two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Senior Obligations are fundamentally different from the Junior Obligations and should be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if a court overseeing an Insolvency Proceeding of one secured claim or more Loan Parties rules that the Senior Obligations and the Junior Obligations constitute claims in the same class (rather than separate classes of senior and junior secured claims), then the FILO A RCF Secured Parties and the FILO B Term Loan Secured Parties hereby acknowledge and agree that in any Insolvency Proceeding with respect to a Loan Party, all payments and distributions shall applied be made as if the Revolving Obligations, the FILO A Obligations and the FILO B Obligations there were separate classes of secured Senior Obligations and Junior Obligations claims against the Loan Parties (with the effect being that, to the extent that the aggregate value of the RCF Priority Collateral and Other Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties), the Senior Obligations 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 each pool of Collateral before any distribution is made 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 LienJunior Obligations, with the Revolving Secured Parties, the FILO A Secured Parties and the FILO B Junior Secured Parties hereby acknowledging and agreeing to turn over to the Revolving respective Senior Secured PartiesParties amounts otherwise received or receivable by them to the extent necessary to effectuate |US-DOCS\149079678.29|| the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries). (b) Each Term Loan Secured Party acknowledges and agrees that because of, among other things, their different payment priorities and rights under the Term Loan Documents, the FILO Tranche D Obligations are fundamentally different from the Tranche A/B/C Obligations (as defined in the Term Loan Documents) and should be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if a court overseeing an Insolvency Proceeding of one or more Loan Parties rules that the claims of the Tranche D Lenders (as defined in the Term Loan Documents) constitute claims in the same class as the Tranche A Lenders, Tranche B Lenders, or Tranche C Lenders (each as defined in the Term Loan Documents) (collectively, the “Tranche A/B/C Lenders”), then each of the Tranche A/B/C Lenders and the Tranche D Lenders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of Tranche A/B/C Obligations claims, on the one hand, and Tranche D Obligation claims, on the other hand, against the Loan Parties (with the effect being that the Tranche A/B/C Lenders or the Tranche D Lenders, respectively, 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 Tranche A/B/C Obligations or Tranche D Obligations, respectively, in accordance with the priorities set forth in the Term Loan Documents, with the other Term Loan Secured Parties and/or hereby acknowledging and agreeing to turn over to the FILO B respective other Term Loan Secured Parties, as applicable, payments or proceeds of Collateral Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this Section 7.05sentence, even if such turnover has the effect of reducing the aggregate recoveries). Each Term Loan Secured Party agrees that it will, unless each Tranche D ▇▇▇▇▇▇ agrees otherwise, vote against, will not directly or directly support, and will join any Tranche D Lender in objecting to any Plan of Reorganization that fails to separately classify the Tranche D Obligations as provided in the first sentence of this Paragraph or equitize any of the Tranche D Obligations without the advance written consent of the applicable Tranche D Lender.

Separate Classification. Whether or not it is held that the Revolving Obligations, FILO A the Delayed Draw Obligations and and/or the FILO B MRE Obligations together constitute only one secured claim (rather than separate classes of secured claims), the FILO A Revolving Secured Parties, the Delayed Draw Secured Parties and the FILO B MRE Secured Parties hereby agree that in any Insolvency Proceeding with respect to a proceeding under any Debtor Relief Laws of any Loan Party, all payments and distributions shall applied as if the Revolving Obligations, the FILO A Delayed Draw Obligations and the FILO B MRE 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 Delayed Draw Secured Parties and the FILO B MRE Secured Parties shall be entitled to receive payment of all amounts owing to them as set forth pursuant to in accordance with the priorities in Section 7.03 10.5 (whether or not allowed in such Insolvency Proceedingproceeding under any Debtor Relief Laws, and including in respect of post-petition interest and expenses) that would be owing to them as if the Revolving Secured PartiesObligations, the FILO A Secured Parties Delayed Draw Obligations and the FILO B Secured Parties MRE Obligations were so classified as a separate claim and secured by a separate Lien, with the Revolving Secured Parties, the FILO A Delayed Draw Secured Parties and the FILO B MRE Secured Parties hereby acknowledging and agreeing to turn over to the Revolving Secured PartiesAgent, for the benefit of the holders of the Delayed Draw Obligations, the FILO A Secured Parties and/or Revolving Obligations or the FILO B Secured PartiesMRE Obligations, as applicable, payments or proceeds of Collateral otherwise received or receivable by them to the extent necessary to effectuate the intent of this Section 7.0510.13.

Separate Classification. Whether or not it is held that the Revolving ObligationsObligations and, FILO A the Delayed Draw Obligations and and/or the FILO B MRE Obligations together constitute only one secured claim (rather than separate classes of secured claims), the FILO A Revolving Secured Parties and, the Delayed Draw Secured Parties and the FILO B MRE Secured Parties hereby agree that in any Insolvency Proceeding with respect to a proceeding under any Debtor Relief Laws of any Loan Party, all payments and distributions shall applied as if the Revolving ObligationsObligations and, the FILO A Delayed Draw Obligations and the FILO B MRE Obligations were separate classes of secured claims against the Loan Parties in respect of the Collateral with the effect that the Revolving Secured PartiesParties and, the FILO A Delayed Draw Secured Parties and the FILO B MRE Secured Parties shall be entitled to receive payment of all amounts owing to them as set forth pursuant to in accordance with the priorities in Section 7.03 10.5 (whether or not allowed in such Insolvency Proceedingproceeding under any Debtor Relief Laws, and including in respect of post-petition interest and expenses) that would be owing to them as if the Revolving Secured PartiesObligations and, the FILO A Secured Parties Delayed Draw Obligations and the FILO B Secured Parties MRE Obligations were so classified as a separate claim and secured by a separate Lien, with the Revolving Secured PartiesParties and, the FILO A Delayed Draw Secured Parties and the FILO B MRE Secured Parties hereby acknowledging and agreeing to turn over to the Revolving Secured PartiesAgent, for the benefit of the holders of the Delayed Draw Obligations or, the FILO A Secured Parties and/or Revolving Obligations or the FILO B Secured PartiesMRE Obligations, as applicable, payments or proceeds of Collateral otherwise received or receivable by them to the extent necessary to effectuate the intent of this Section 7.0510.13.