Common use of Separate Classification Clause in Contracts

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.

Appears in 2 contracts

Samples: Credit Agreement (At Home Group Inc.), Credit Agreement (At Home Group Inc.)

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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 proceeding under any Debtor Relief Laws of 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 holders of Revolving Secured Parties, the Revolving Obligations FILO A Secured Parties and the holders of the FILO Obligations B Secured Parties shall be entitled to receive payment of all amounts owing to them as set forth pursuant to the priorities in Section 8.05 hereof 7.03 (whether or not allowed in such proceeding under any Debtor Relief LawsInsolvency Proceeding, and including in respect of post-petition interest and expenses) that would be owing to them as if the holders of Revolving Secured Parties, the Revolving Obligations FILO A Secured Parties and the holders of the FILO Obligations B Secured Parties were so classified as a separate claim and secured by a separate Lien, with the holders of each of Revolving Secured Parties, the FILO Obligations A Secured Parties and the Revolving Obligations FILO B Secured Parties hereby acknowledging and agreeing to turn over to the holders of the Revolving Obligations or Secured Parties, the FILO ObligationsA 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 sentenceSection 7.05.

Appears in 2 contracts

Samples: Credit Agreement (Tuesday Morning Corp/De), Credit Agreement (Tuesday Morning Corp/De)

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Separate Classification. Whether or not it is held that the Revolving Obligations and the FILO Delayed Draw Obligations together constitute only one secured claim (rather than separate classes of secured claims), the FILO 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 FILO Delayed Draw 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 Secured Parties and the holders of the FILO Obligations Delayed Draw 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 8.05 hereof 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 holders of the Revolving Obligations and the holders of the FILO Delayed Draw Obligations were so classified as a separate claim and secured by a separate Lien, with the holders of each of the FILO Obligations Revolving Secured Parties and the Revolving Obligations Delayed Draw Secured Parties hereby acknowledging and agreeing to turn over to the Agent, for the benefit of the holders of the Revolving Delayed Draw Obligations or the FILO 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 sentenceSection 10.13.

Appears in 1 contract

Samples: Credit Agreement (Team Inc)

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