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, 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. 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 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 and Last Out Notes are secured by a single, common, indivisible Lien on the Collateral.
Separate Classification. 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 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 Secured Parties and the 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 parties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Common Collateral (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 Priority 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 (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of post-petition interest, including any additional interest payable pursuant to the Senior Documents, arising from or related to a default, which is disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the claims held by the Second Priority Secured Parties with respect to the Common Collateral, with each Second Priority Agent, for itself and on behalf of the Second Priority Secured Parties, hereby acknowledging and agreeing to turn over to the Collateral Agent, for itself and on behalf of the Senior Secured Parties, Common Collateral or Proceeds of such Common Collateral otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, ev...
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).
