Common use of Separate Grants of Security and Separate Classifications Clause in Contracts

Separate Grants of Security and Separate Classifications. The Junior Representative, for itself and on behalf of each Junior Secured Party, acknowledges and agrees that (a) the grants of Liens pursuant to the Senior Collateral Documents and the Junior Collateral Documents constitute separate and distinct grants of Liens and (b) because of, among other things, their differing rights in the Shared Collateral, the Junior 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 Junior Secured Parties in respect of the Shared Collateral constitute a single class of claims (rather than separate classes of senior and junior secured claims), then the Junior Representative, for itself and on behalf of each Junior Secured Party, 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 Junior Secured 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 Junior Obligations, and the Junior Representative, for itself and on behalf of each Junior Secured Party, hereby acknowledges and agrees to turn over to the 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 Junior Secured Parties.

Separate Grants of Security and Separate Classifications. The Junior RepresentativeTrustee, for itself and on behalf of itself and each Junior Secured PartyNoteholder, acknowledges and agrees that (a) the grants of Liens pursuant to the Senior Collateral Documents and the Junior Noteholder Collateral Documents constitute two separate and distinct grants of Liens and (b) because of, among other things, their differing rights in the Shared Common Collateral, the Junior Obligations Noteholder Claims are fundamentally different from the Senior Obligations 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 any the claims of the Senior Secured Parties Lenders and the Junior Secured Parties Noteholders in respect of the Shared Common Collateral constitute a single class of claims only one secured claim (rather than separate classes of senior and junior secured claims), then the Junior RepresentativeTrustee, for itself and on behalf of itself and each Junior Secured PartyNoteholder, 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, Common Collateral (with the effect being that, to the extent that the aggregate value of the Shared Common Collateral is sufficient (for this purpose ignoring all claims held by the Junior Secured PartiesNoteholders), the Senior Secured Parties 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 Junior ObligationsNoteholder Claims, and with the Junior RepresentativeTrustee, for itself and on behalf of itself and each Junior Secured PartyNoteholder, hereby acknowledges acknowledging and agrees agreeing to turn over to the Senior Representative 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 Junior Secured PartiesNoteholders.