Common use of Separate Classification Clause in Contracts

Separate Classification. Whether or not it is held that the Revolving Obligations and the Delayed Draw Obligations together constitute only one secured claim (rather than separate classes of secured claims), the Revolving Secured Parties and the Delayed Draw 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 Delayed Draw 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 Delayed Draw Secured Parties shall be entitled to receive payment of all amounts owing to them in accordance with the priorities in Section 10.5 (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 Revolving Obligations and the Delayed Draw Obligations were so classified as a separate claim and secured by a separate Lien, with the Revolving Secured Parties and the Delayed Draw Secured Parties hereby acknowledging and agreeing to turn over to the Agent, for the benefit of the holders of the Delayed Draw Obligations or the Revolving 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 10.13.

Separate Classification. Whether (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 not 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 Revolving Obligations claims of the Senior Holders and the Delayed Draw Obligations together 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 Revolving Secured Parties Senior Holders and the Delayed Draw Secured Parties Junior Holders hereby acknowledge and agree that in any proceeding under any Debtor Relief Laws of any Loan Party, all payments and distributions shall applied be made as if the Revolving Obligations and the Delayed Draw Obligations there were separate classes of secured claims Senior Obligations and Junior Obligations against the Loan Parties in respect of the Collateral Grantors, with the effect being that, to the extent that the Revolving Secured Parties and aggregate value of the Delayed Draw Secured Parties Common Collateral is sufficient, the Senior Holders shall be entitled to receive payment receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing to them in accordance with the priorities in Section 10.5 (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 is available from the Revolving Common Collateral before any distribution is made in respect of the Junior Obligations and from the Delayed Draw Obligations were so classified as a separate claim and secured by a separate LienCommon Collateral, with the Revolving Secured Parties and the Delayed Draw Secured Parties Junior Holders hereby acknowledging and agreeing to turn over to the Agent, Senior Collateral Agent for the benefit of the holders of the Delayed Draw Obligations or the Revolving Obligations, as applicable, payments or proceeds of Collateral 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 10.135 hereof, even if such turnover has the effect of reducing the aggregate recoveries.

Separate Classification. Whether or not 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 Revolving Second Lien Obligations and the Delayed Draw First Lien Obligations together constitute only one secured claim with respect to any Collateral (rather than and not separate classes of senior and junior secured claims), the Revolving Secured Parties and the Delayed Draw Secured Parties hereby agree that in then all distributions with respect any proceeding under any Debtor Relief Laws of any Loan Party, all payments and distributions Collateral shall applied be made as if the Revolving Obligations and the Delayed Draw Obligations there were separate classes of senior and junior secured claims against the Loan Parties 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 with the effect that the Revolving Secured Parties (and the Delayed Draw Secured Parties shall be entitled to receive payment of all amounts owing to them Second Lien Creditor shall, in accordance with the priorities Section 3.4 (Payment Over) and in Section 10.5 (whether or not allowed in such proceeding under addition to but without duplication of any Debtor Relief Lawsamounts to be turned over thereunder, and including in respect of post-petition interest and expenses) that would be owing to them as if the Revolving Obligations and the Delayed Draw Obligations were so classified as a separate claim and secured by a separate Lien, with the Revolving Secured Parties and the Delayed Draw Secured Parties hereby acknowledging and agreeing to turn over to the Agent, First Lien Creditor for the benefit of the holders of the Delayed Draw Obligations or the Revolving Obligations, as applicable, payments or proceeds of Collateral First Lien Creditor all amounts otherwise received or by them (and assign all rights to receive amounts receivable by them them) to the extent necessary to effectuate the intent of this Section 10.13sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Creditor).

Separate Classification. Whether or not The grants of Senior Liens and Junior Liens pursuant to the Loan Documents constitute separate and distinct grants and, because of, among other things, differing rights in the Collateral, the Junior Lien Obligations are fundamentally different from the Senior Lien Obligations, and the Junior Lien Obligations and Senior 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 Revolving Junior Lien Obligations and the Delayed Draw Senior Lien Obligations together constitute only one secured claim with respect to any Collateral (rather than and not separate classes of senior and junior secured claims), the Revolving Secured Parties and the Delayed Draw Secured Parties hereby agree that then, in any proceeding under any Debtor Relief Laws accordance with Section 3.3 (Application of any Loan PartyProceeds), all payments and distributions with respect to such Collateral shall applied be made as if the Revolving Obligations and the Delayed Draw Obligations there were separate classes of senior and junior secured claims against the Loan Parties in respect of the such Collateral (with the effect that, to the extent that the Revolving aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Junior Secured Parties and Parties), the Delayed Draw Senior Secured Parties shall be entitled to receive payment of all receive, in addition to amounts owing distributed to them in accordance with the priorities in Section 10.5 (whether or not allowed in such proceeding under any Debtor Relief Laws, and including in respect of postprincipal, pre-petition interest and expenses) that would be owing other claims, Post-Petition Interest, before any distribution is made in respect of the claims held by the Junior Secured Parties with respect to them as if the Revolving Obligations Collateral (and the Delayed Draw Obligations were so classified as a separate claim and secured by a separate Lien, with the Revolving Junior Secured Parties shall, in accordance with Section 3.4 (Payment Over) and the Delayed Draw Secured Parties hereby acknowledging and agreeing in addition to but without duplication of any amounts to be turned over thereunder, turn over to the Agent, Senior Lien Administrative Agent for the benefit of the holders of the Delayed Draw Obligations or the Revolving Obligations, as applicable, payments or proceeds of Senior Secured Parties all amounts arising with respect to any Collateral otherwise received or by them (and assign all rights to receive amounts receivable by them them) to the extent necessary to effectuate the intent of this Section 10.13sentence, even if such turnover has the effect of reducing the claim or recovery of the Junior Secured Parties).

Separate Classification. Whether Term Loan Lender agrees that in any insolvency or liquidation proceeding with respect to any Borrower or Guarantor, its claims in respect of the Collateral or otherwise would not be “substantially similar” to those of the Agent and the Revolving Loan Lenders, as such term is utilized in Section 1122(a) of the Bankruptcy Code, and 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 extent they are otherwise expressly instructed to do so by Agent). If, notwithstanding the foregoing, in any insolvency or liquidation proceeding with respect to any Borrower or Guarantor, it is held that the claims of the Revolving Obligations Loan Lenders and Term Loan Lender in respect of the Delayed Draw Obligations together Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Revolving Secured Parties and the Delayed Draw 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 Delayed Draw 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 Delayed Draw Secured Parties Lenders shall be entitled to receive payment receive, in addition to amounts distributed to them from, or in respect of, the Collateral in respect of principal, pre-petition interest and other claims, all amounts owing to them in accordance with the priorities in Section 10.5 (whether or not allowed in such proceeding under any Debtor Relief Laws, and including in respect of post-petition interest interest, fees, costs, premium and expensesother charges, irrespective of whether a claim for such amounts is allowed or allowable in such insolvency or liquidation proceeding pursuant to Section 506(b) that would be owing to them as if of the Revolving Obligations and Bankruptcy Code or otherwise, before any distribution from, or in respect of, any Collateral is made in respect of the Delayed Draw Obligations were so classified as a separate claim and secured claims held by a separate Lienthe Term Loan Lender, with the Revolving Secured Parties and the Delayed Draw Secured Parties Term Loan Lender hereby acknowledging and agreeing to turn over to the Agent, for the benefit of the holders of the Delayed Draw Obligations or the Revolving ObligationsLoan Lenders, as applicable, payments or proceeds of Collateral amounts otherwise received or receivable by them it to the extent necessary to effectuate the intent of this Section 10.13sentence, even if such turnover has the effect of reducing the claim or recovery of the Term Loan Lender.

Separate Classification. Whether Each Second Priority Agent, on behalf of itself and each applicable Second Priority Secured Party, and the Collateral Agent for itself and on behalf of the Senior Secured Parties, acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Collateral Documents and the Second Priority Collateral Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Common Collateral, the Second Priority Claims are fundamentally different from the Senior Claims and must be separately classified in any plan of reorganization proposed or not 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 Revolving Obligations claims of the Senior Secured Parties and the Delayed Draw Obligations together Second Priority Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the Revolving Secured Parties parties hereto hereby acknowledges and the Delayed Draw Secured Parties hereby agree that in any proceeding under any Debtor Relief Laws of any Loan Partyagrees that, subject to Sections 2.1 and 4.1, all payments and distributions shall applied be made as if the Revolving Obligations and the Delayed Draw Obligations there were separate classes of senior and junior secured claims against the Loan Parties Grantors in respect of the Common Collateral (with the effect being that, to the extent that the Revolving aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the Second Priority Secured Parties and Parties), the Delayed Draw Senior Secured Parties shall be entitled to receive payment receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing to them in accordance with the priorities in Section 10.5 (whether or not allowed in that would be owing if there were such proceeding under any Debtor Relief Laws, separate classes of senior and including junior secured claims) in respect of post-petition interest, including any additional interest and expenses) that would be owing payable pursuant to them as if the Revolving Obligations and the Delayed Draw Obligations were so classified Senior Documents, arising from or related to a default, which is disallowed as a separate claim and secured in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the claims held by a separate Lienthe Second Priority Secured Parties with respect to the Common Collateral, with each Second Priority Agent, for itself and on behalf of the Revolving Second Priority Secured Parties and the Delayed Draw Secured Parties Parties, hereby acknowledging and agreeing to turn over to the Collateral Agent, for the benefit itself and on behalf of the holders Senior Secured Parties, Common Collateral or Proceeds of the Delayed Draw Obligations or the Revolving Obligations, as applicable, payments or proceeds of such Common Collateral otherwise received or receivable by them to the extent necessary to effectuate the intent of this Section 10.13sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Priority Secured Parties.

Separate Classification. Whether The grant of Liens pursuant to the First Lien Documents and the Second Lien Documents constitute two separate and distinct grants of Liens. Because of their differing rights in the Collateral, each of the Second Lien Obligations are fundamentally different from each of the First Lien Obligations and must be separately classified in any plan of reorganization or other dispositive restructuring plan in any Insolvency or Liquidation Proceedings. The Second Lien Security Agent and the Second Lien Secured Parties will not seek in any Insolvency or Liquidation Proceedings to be treated as part of the same class of creditors as the First Lien Security Agent or the First Lien Secured Parties and will not oppose or contest any pleading by the First Lien Security Agent or the First Lien Secured Parties seeking separate classification of their respective secured claims. To further effectuate the intent of the parties as provided in the immediately preceding sentences, if it is held that any claims of the Revolving Obligations First Lien Secured Parties and the Delayed Draw Obligations together Second Lien Secured Parties in respect of the Collateral constitute only one secured claim a single class of claims (rather than separate classes of senior and junior secured claims), then the Revolving Second Lien Security Agent, for itself and on behalf of the other Second Lien Secured Parties Parties, hereby acknowledges and the Delayed Draw Secured Parties hereby agree agrees that in any proceeding under any Debtor Relief Laws of any Loan Party, all payments and distributions shall applied be made as if the Revolving Obligations and the Delayed Draw Obligations there were separate classes of senior and junior secured claims against the Loan Parties Grantors in respect of the Collateral (with the effect being that, to the extent that the Revolving aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Secured Parties and Parties), until Discharge of First Lien Priority Obligations, the Delayed Draw First Lien Secured Parties shall be entitled to receive payment receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims in respect of First Lien Priority Obligations, all amounts owing to them in accordance respect of Post-Petition Interest with the priorities in Section 10.5 respect thereto (whether or not allowed in such proceeding under or allowable) before any Debtor Relief Laws, and including distribution is made in respect of post-petition interest and expenses) that would be owing to them as if the Revolving Obligations and the Delayed Draw Obligations were so classified as a separate claim and secured by a separate LienSecond Lien Obligations, with the Revolving Second Lien Security Agent, for itself and on behalf of the other Second Lien Secured Parties and the Delayed Draw Secured Parties Parties, hereby acknowledging and agreeing to turn over to the Agent, for the benefit of the holders of the Delayed Draw Obligations or the Revolving Obligations, as applicable, payments Directing First Lien Security Agent Collateral or proceeds of Collateral otherwise or any other distributions (whether or not characterized as such) received or receivable by them in respect of the Collateral to the extent necessary to effectuate the intent of this Section 10.13sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Secured Parties.

Separate Classification. Whether or not 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 Revolving Second Lien Obligations, the Third Lien Obligations and the Delayed Draw First Lien Obligations together constitute only one secured claim with respect to any Collateral (rather than and not separate classes of senior and junior secured claims), the Revolving Secured Parties and the Delayed Draw Secured Parties hereby agree that in then all distributions with respect any proceeding under any Debtor Relief Laws of any Loan Party, all payments and distributions Collateral shall applied be made as if the Revolving Obligations and the Delayed Draw Obligations there were separate classes of senior and junior secured claims against the Loan Parties 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 with (and each of the effect that the Revolving Secured Parties Second Lien Creditor and the Delayed Draw Secured Parties shall be entitled to receive payment of all amounts owing to them Third Lien Creditor shall, in accordance with the priorities Section 3.4 (Payment Over) and in Section 10.5 (whether or not allowed in such proceeding under addition to but without duplication of any Debtor Relief Lawsamounts to be turned over thereunder, and including in respect of post-petition interest and expenses) that would be owing to them as if the Revolving Obligations and the Delayed Draw Obligations were so classified as a separate claim and secured by a separate Lien, with the Revolving Secured Parties and the Delayed Draw Secured Parties hereby acknowledging and agreeing to turn over to the Agent, First Lien Creditor for the benefit of the holders of the Delayed Draw Obligations or the Revolving Obligations, as applicable, payments or proceeds of Collateral First Lien Creditor all amounts otherwise received or by it (and assign all rights to receive amounts receivable by them them) to the extent necessary to effectuate the intent of this Section 10.13sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Creditor or the Third Lien Creditor).