Common use of Distributions, Etc Clause in Contracts

Distributions, Etc. In the event of any distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Company or the proceeds thereof to creditors of the Company or to any indebtedness, liabilities and obligations of the Company, or upon any liquidation, dissolution or other winding up of the Company's business, or in the event of any sale (singly or in the aggregate) of all or any substantial part of the assets of the Company, or in the event of any receivership, insolvency or bankruptcy proceeding, or assignment for the benefit of creditors, or any proceeding by or against the Company for any relief under any bankruptcy or insolvency law or other laws relating to the relief of debtors, readjustment of indebtedness, reorganization, compositions or extensions, then and in any such event any payment or distribution of any kind or character, either in cash, securities or other property, whether or not on account of the Collateral, which shall be payable or deliverable upon or with respect to all or any part of the Obligations shall be paid or delivered directly to the Agent for application to the Obligations (whether due or not due in order and manner as set forth herein) until the Obligations shall have been fully paid and satisfied. The Lenders hereby irrevocably authorize and empower the Agent to demand, sue xxx, collect and receive every such payment or distribution and give acquittance therefor and to file claims and take such other proceedings in the Agent's own name or in the name of the Lenders or otherwise, as the Lender may deem necessary or advisable to carry out the provisions of this Section. The Lenders hereby agree to execute and deliver to the Agent such limited powers of attorney, assignments, endorsements or other instruments as may be requested by Agent in order to enable the Agent to enforce any and all claims upon or with respect to the Obligations and/or the Collateral, and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or with respect to the Obligations and/or the Collateral.

Distributions, Etc. In the event of any distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Company Borrower or the proceeds thereof to creditors of the Company Borrower or to any indebtedness, liabilities and obligations of the CompanyBorrower, or upon any liquidation, dissolution or other winding up of the CompanyBorrower or Borrower's business, or in the event of any sale (singly or in the aggregate) of all or any substantial part of the assets of the CompanyBorrower, or in the event of any receivership, insolvency or bankruptcy proceeding, or assignment for the benefit of creditors, or any proceeding by or against the Company Borrower for any relief under any bankruptcy or insolvency law or other laws relating to the relief of debtors, readjustment of indebtedness, reorganization, compositions or extensions, then and in any such event any payment or distribution of any kind or character, either in cash, securities or other property, whether or not on account of the Collateral, which shall will be payable or deliverable upon or with respect to all or any part of the Obligations shall will be paid or delivered directly to the Agent for application to the Obligations (whether due or not due in order and manner as set forth herein) until the Obligations shall will have been fully paid and satisfied. The Lenders hereby irrevocably authorize and empower the Agent to demand, sue xxx, collect and receive every such payment or distribution and give acquittance therefor and to file claims and take such other proceedings in the Agent's own name or in the name of the Lenders or otherwise, as the Lender Agent may deem necessary or advisable to carry out the provisions of this Section. The Lenders hereby agree to execute and deliver to the Agent such limited powers of attorney, assignments, endorsements or other instruments as may be requested by Agent in order to enable the Agent to enforce any and all claims upon or with respect to the Obligations and/or the Collateral, and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or with respect to the Obligations and/or the Collateral.

Distributions, Etc. In furtherance of, and to make effective, the subordination provided for herein, SPC further agrees as follows: (a) In the event of any distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Company Borrower or the proceeds thereof thereof, to creditors of the Company or to any indebtedness, liabilities and obligations Borrower by reason of (1) the Company, or upon any liquidation, dissolution or other winding up up, partial or complete, of the CompanyBorrower or the Borrower's business, or in the event of any sale (singly or in the aggregate2) of all or any substantial part of the assets of the Company, or in the event of any receivership, insolvency or bankruptcy proceeding, or assignment for the benefit of creditors, or (3) any proceeding by or against the Company Borrower for any relief under any bankruptcy or insolvency law or other laws relating to the relief of debtors, readjustment of indebtedness, reorganizationarrangements, reorganizations, compositions or extensions, then and in any such event event: (i) any payment or distribution of any kind or character, either whether in cash, securities or other property, whether or not on account of the Collateral, property which shall but for this Agreement would be payable or deliverable upon or with respect to any or all or any part of the Obligations SPC Debt, shall instead be paid or delivered directly to the Agent for application to the Obligations (Senior Secured Obligations, whether then due or not due in order and manner as set forth herein) due, until the Senior Secured Obligations shall have first been fully fully, finally and indefeasibly paid in cash and satisfied. The Lenders ; and (ii) SPC hereby irrevocably authorize authorizes and empower empowers the Agent to demand, sue xxx, collect and receive every such payment or distribution and give acquittance therefor therefor, and to file and/or vote claims and take such other proceedings proceedings, in the Agent's own name or in the name of the Lenders SPC, or otherwise, as the Lender Agent may deem necessary or advisable to carry out for the provisions enforcement of this SectionAgreement (including, without limitation, the filing of any proof of claim in respect of the SPC Debt in any bankruptcy or insolvency proceeding of the Borrower). The Lenders hereby agree In furtherance of the foregoing, SPC agrees duly and promptly to take such action as may be reasonably requested by the Agent to assist in the collection of the SPC Debt for the account of the Agent and/or to file appropriate proofs of claim in respect of the SPC Debt, and to execute and deliver to the Agent on demand such limited powers of attorney, assignmentsproofs of claim, endorsements assignments of claim or other instruments as may be reasonably requested by 3 376 the Agent in order to enable the Agent to enforce any and all claims upon or with respect to the Obligations and/or the CollateralSPC Debt, and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or with respect to the Obligations and/or SPC Debt. (b) If any payment, distribution of security or proceeds of any security are received by SPC upon or in respect of the CollateralSPC Debt in contravention of the provisions hereof, SPC will forthwith deliver the same to the Agent in precisely the form received (except for the endorsement or assignment of SPC where necessary), for application to the Senior Secured Obligations, whether then due or not due, and, until so delivered, the same shall be held in trust by SPC as property of the Agent. In the event of the failure of SPC to make any such endorsement or assignment, the Agent, or any of its officers or employees, are hereby irrevocably authorized to make the same. (c) SPC agrees that it will not transfer, assign, pledge or encumber the SPC Debt or any part thereof or any instrument evidencing the same unless the respective instrument of assignment specifically provides that the assignee takes the SPC Debt subject to the provisions of this Agreement and such assignee executes and delivers to the Agent an instrument in form and substance satisfactory to the Agent pursuant to which such assignee agrees to be bound by the provisions of this Agreement. From and after the occurrence of any Default of which SPC has or should reasonably be expected to have knowledge, and for so long as the same shall be continuing, SPC agrees that it will not exchange, forgive, waive or cancel the SPC Debt or any part thereof or reduce the principal amount of the SPC Debt in whole or in part. (d) Without limiting the effect of any of the other provisions hereof, during the continuance of any Default or Event of Default with respect to any Obligation or any default in the payment of any Obligation, no payment of principal, sinking fund, interest or premium (or any other amount) shall be made on or with respect to the SPC Debt or any renewals or extensions thereof.

Distributions, Etc. In the event of any distributiondistributiox, division xxxision or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Company Debtor or the proceeds thereof to creditors of the Company Debtor or to any indebtedness, liabilities and obligations of the CompanyDebtor, or upon any by AT: 1030545v10 155 reason of the liquidation, dissolution or other winding up of the CompanyDebtor or Debtor's business, or in the event of any sale (singly or in the aggregate) of all or any substantial part of the assets of the Company, or in the event of any receivership, insolvency or bankruptcy proceeding, or assignment for the benefit of creditors, or any proceeding by or against the Company for any relief under any bankruptcy or insolvency law or other laws relating Insolvency Proceedings with respect to the relief of debtors, readjustment of indebtedness, reorganization, compositions Debtor or extensionsits assets, then and in any such event event, any payment payment, distribution or distribution benefit of any kind whatsoever or character, either in cash, securities or other property, whether or not on account of the Collateral, which shall be payable payable, deliverable or deliverable receivable upon or with respect to all or any part of the Obligations Debtor's assets shall be paid or delivered directly to the Agent or FINOVA in accordance with their respective rights thereto as set forth in this Agreement for application to to, respectively, the Obligations Bank Indebtedness or the FINOVA Indebtedness (whether due or not due and in such order and manner manner, respectively, as set forth hereinthe Agent or FINOVA may elect; and including, without limitation any interest accruing subsequent to the commencement of any such event or Insolvency Proceedings) until until, respectively, the Obligations Bank Indebtedness and the FINOVA Indebtedness shall have been fully and indefeasibly paid in cash and satisfiedsatisfied (and any commitments of the Banks with respect thereto terminated). The Lenders hereby irrevocably authorize Should any payment or distribution not permitted by the provisions of this Agreement or property or proceeds thereof be received by FINOVA or the Agent upon or with respect to all or any part of the Bank Priority Collateral or FINOVA Priority Collateral prior to the full payment and empower satisfaction, respectively, of the Bank Indebtedness or the FINOVA Indebtedness (and any commitments of the Banks with respect thereto terminated), the Agent and FINOVA will deliver the same to the other in precisely the form received (except for the non-recourse endorsement or assignment of the Agent or FINOVA when the other deems appropriate), for application, respectively, to the Bank Indebtedness or the FINOVA Indebtedness (whether due or not due and in such order and manner, respectively, as the Agent or FINOVA may elect; and including, without limitation any interest accruing subsequent to the commencement of any such event or Insolvency Proceedings), and, until so delivered, the same shall be held in trust by the Agent and FINOVA as property of the other. In the event of the failure of FINOVA or the Agent to demandmake any such endorsement or assignment, sue xxx, collect FINOVA and receive every such payment or distribution and give acquittance therefor and to file claims and take such other proceedings in the Agent's , or any of their respective officers or employees on behalf of FINOVA or the Agent, is hereby irrevocably authorized in its own name or in the respective name of the Lenders or otherwise, as Agent and FINOVA to make the Lender may deem necessary or advisable to carry out the provisions of this Section. The Lenders hereby agree to execute and deliver to the Agent such limited powers of attorney, assignments, endorsements or other instruments as may be requested by Agent in order to enable the Agent to enforce any and all claims upon or with respect to the Obligations and/or the Collateralsame, and to collect is hereby appointed the other's attorney-in-fact solely for those purposes, that appointment being coupled with an interest and receive any and all payments or distributions which may be payable or deliverable at any time upon or with respect to the Obligations and/or the Collateralirrevocable.

Distributions, Etc. In the event of any distribution, division division, or application, partial or complete, voluntary or involuntary, by operation of law or otherwiseotherwise , of all or any part of the assets of the Company Borrower or the proceeds thereof to creditors of the Company Borrower or to any indebtedness, liabilities liabilities, and obligations of the Company, or upon any Borrower by reason of the liquidation, dissolution dissolution, or other winding up of the CompanyBorrower or Borrower's business, business or in the event of any sale (singly or in the aggregate) of all or any substantial part of the assets of the Companysale, or in the event of any receivership, insolvency insolvency, or bankruptcy proceeding, or assignment for the benefit of creditors, or any proceeding by or against the Company Borrower for any relief under the Bankruptcy Code or any bankruptcy or insolvency law or other laws relating to the relief of debtors, readjustment of indebtedness, reorganizationreorganizations, compositions compositions, or extensionsextensions (an "Insolvency Proceeding"), then and in any such event event, any payment or distribution of any kind or character, either whether in cash, securities or other propertysecurities, whether or not on account of the Collateral, which shall be payable or deliverable upon or with respect to all or any part of the Obligations Subordinated Indebtedness, shall be paid or delivered directly to the Agent Lender for application to the Lender's Obligations (whether due or not due and in such order and manner as set forth herein) until the Obligations shall have been fully paid and satisfiedLender may elect). The Lenders Unsecured Creditor hereby irrevocably authorize authorizes and empower empowers the Agent Lender to demand, sue xxxxxx for, collect collect, and receive every such payment or distribution and to give acquittance therefor and to file claims claims, vote, and take such other proceedings in the AgentLender's own name or in the name of the Lenders Unsecured Creditor or otherwise, otherwise as the Lender may deem necessary or advisable to carry out the provisions of this SectionAgreement. The Lenders Unsecured Creditor hereby agree agrees to execute and deliver to the Agent Lender such limited powers of attorney, assignments, endorsements endorsements, or other instruments as may be requested required by Agent the Lender in order to enable the Agent Lender to enforce any and all claims upon or with respect to the Obligations and/or the Collateral, Subordinated Indebtedness and R#0202895.03 to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or with respect to the Obligations and/or the CollateralSubordinated Indebtedness.

Distributions, Etc. In furtherance of, and to make effective, the subordination provided for herein, the Subordinated Lender further agrees as follows: (a) In the event of any distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Company AWT or the proceeds thereof thereof, to creditors of the Company or to any indebtedness, liabilities and obligations of the CompanyAWT, or upon any indebtedness of AWT, by reason of (1) the liquidation, dissolution or other winding up up, partial or complete, of the CompanyAWT or AWT's business, or in the event of any sale (singly or in the aggregate2) of all or any substantial part of the assets of the Company, or in the event of any receivership, insolvency or bankruptcy proceeding, or assignment for the benefit of creditors, creditors or (3) any proceeding by or against the Company AWT for any relief under any bankruptcy or insolvency law or other laws relating to the relief of debtors, readjustment of indebtedness, reorganizationarrangements, reorganizations, compositions or extensions, then and in any such event event: (i) any payment or distribution of any kind or character, either whether in cash, securities or other property, whether or not on account of the Collateral, property which shall but for this Agreement would be payable or deliverable upon or with respect to any or all or any part of the Obligations Subordinated Obligations, shall instead be paid or delivered directly to the Administrative Agent for application to the Obligations (Senior Obligations, whether then due or not due in order and manner as set forth herein) due, until the Senior Obligations shall have first been fully paid in cash and satisfied. The Lenders ; and (ii) to the extent permitted by Applicable Law, the Subordinated Lender hereby irrevocably authorize authorizes and empower empowers the Administrative Agent to demand, sue xxx, collect and receive every such payment or distribution and give acquittance therefor therefor, and to file and/or vote claims and take such other proceedings proceedings, in the Administrative Agent's own name or in the name of the Lenders Subordinated Lender, or otherwise, as the Lender Administrative Agent may deem necessary or advisable to carry out for the provisions enforcement of this SectionAgreement (including, without limitation, the filing of any proof of claim in respect of the Subordinated Obligations in any bankruptcy or insolvency proceeding of AWT). The Lenders hereby agree In furtherance of the foregoing, the Subordinated Lender agrees, to the extent permitted by Applicable Law, duly and promptly to take such action as may be reasonably requested by the Administrative Agent to assist in the collection of the Subordinated Obligations for the account of the Administrative Agent and/or to file appropriate proofs of claim in respect of the Subordinated Obligations, and to execute and deliver to the Administrative Agent on demand such limited powers of attorney, assignmentsproofs of claim, endorsements assignments of claim or other instruments as may be reasonably requested by the Administrative Agent in order to enable the Administrative Agent to enforce any and all claims upon or with respect to the Obligations and/or the CollateralSubordinated Obligations, and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or with respect to the Subordinated Obligations. (b) If any payment, distribution of security or proceeds of any security are received by the Subordinated Lender upon or in respect of the Subordinated obligations in contravention of the provisions hereof, the Subordinated Lender will forthwith deliver the same to the Administrative Agent in precisely the form received (except for the endorsement or assignment of the Subordinated Lender where necessary), for application to the Senior Obligations, whether then due or not due, and, until so delivered, the same shall be held in trust by the Subordinated Lender as property of the Administrative Agent. In the event of the failure of the Subordinated Lender to make any such endorsement or assignment, the Administrative Agent, or any of its officers or employees, are, to the extent permitted by Applicable Law, hereby irrevocably authorized to make the same. (c) The Subordinated Lender agrees that it will not transfer, assign, pledge or encumber the Subordinated Obligations and/or or any part thereof or any instrument evidencing the Collateralsame unless the respective instrument of assignment specifically provides that the assignee takes such Subordinated Obligations subject to the provisions of this Agreement and such assignee executes and delivers to the Administrative Agent an instrument in form and substance reasonably satisfactory to the Administrative Agent pursuant to which such assignee agrees to be bound by the provisions of this Agreement. From and after the occurrence of any Default under the Credit Agreement or Event of Default under the Master Surety Agreement of which the Subordinated Lender has or should reasonably be expected to have knowledge, and for so long as the same shall be continuing, the Subordinated lender agrees that it will not exchange, forgive, waive or cancel the Subordinated Obligations or any part thereof or reduce the principal amount of the Subordinated Obligations in whole or in part. (d) Without limiting the effect of any of the other provisions hereof, during the continuance of any Default under the Credit Agreement or Event of Default under the Master Surety Agreement with respect to any Senior Obligation or any default in the payment of any Senior Obligations, no payment of principal, sinking fund, interest or premium (or any other amount) shall be made on or with respect to the Subordinated Obligations or any renewals or extensions thereof.

Distributions, Etc. In the event of any distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Company or the proceeds thereof to creditors 101 110 of the Company or to any indebtedness, liabilities and obligations of the Company, or upon any liquidation, dissolution or other winding up of the Company's business, or in the event of any sale (singly or in the aggregate) of all or any substantial part of the assets of the Company, or in the event of any receivership, insolvency or bankruptcy proceeding, or assignment for the benefit of creditors, or any proceeding by or against the Company for any relief under any bankruptcy or insolvency law or other laws relating to the relief of debtors, readjustment of indebtedness, reorganization, compositions or extensions, then and in any such event any payment or distribution of any kind or character, either in cash, securities or other property, whether or not on account of the Collateral, which shall be payable or deliverable upon or with respect to all or any part of the Obligations shall be paid or delivered directly to the Agent for application to the Obligations (whether due or not due in order and manner as set forth herein) until the Obligations shall have been fully paid and satisfied. The Lenders hereby irrevocably authorize and empower the Agent to demand, sue xxx, collect and receive every such payment or distribution and give acquittance therefor and to file claims and take such other proceedings in the Agent's own name or in the name of the Lenders or otherwise, as the Lender may deem necessary or advisable to carry out the provisions of this Section. The Lenders hereby agree to execute and deliver to the Agent such limited powers of attorney, assignments, endorsements or other instruments as may be requested by Agent in order to enable the Agent to enforce any and all claims upon or with respect to the Obligations and/or the Collateral, and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or with respect to the Obligations and/or the Collateral.

Distributions, Etc. In the event of any distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Company Borrower or the proceeds thereof to creditors of the Company Borrower or to any indebtedness, liabilities and obligations of the CompanyBorrower, or upon any liquidation, dissolution or other winding up of the CompanyBorrower or Borrower's business, or in the event of any sale (singly or in the aggregate) of all or any substantial part of the assets of the CompanyBorrower, or in the event of any receivership, insolvency or bankruptcy proceeding, or assignment for the benefit of creditors, or any proceeding by or against the Company Borrower for any relief under any bankruptcy or insolvency law or other laws relating to the relief of debtors, readjustment of indebtedness, reorganization, compositions or extensions, then and in any such event any payment or distribution of any kind or character, either in cash, securities or other property, whether or not on account of the Collateral, which shall will be payable or deliverable upon or with respect to all or any part of the Obligations shall will be paid or delivered directly to the Administrative Agent for application to the Obligations (whether due or not due in order and manner as set forth herein) until the Obligations shall will have been fully paid and satisfied. The Lenders hereby irrevocably authorize and empower the Administrative Agent to demand, sue xxx, collect and receive every such payment or distribution and give acquittance therefor and to file claims and take such other proceedings in the Administrative Agent's own name or in the name of the Lenders or otherwise, as the Lender may deem necessary or advisable to carry out the provisions of this Section. The Lenders hereby agree to execute and deliver to the Agent Agents such limited powers of attorney, assignments, endorsements or other instruments as may be requested by Agent Agents in order to enable the Agent Agents to enforce any and all claims upon or with respect to the Obligations and/or the CollateralObligations, and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or with respect to the Obligations and/or the CollateralObligations.

Distributions, Etc. In the event of any distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Company or the proceeds thereof to creditors of the Company or to any indebtedness, liabilities and obligations of the Company, or upon any liquidation, dissolution or other winding up of the Company's business, or in the event of any sale (singly or in the aggregate) of all or any substantial part of the assets of the Company, or in the event of any receivership, insolvency or bankruptcy proceeding, or assignment for the benefit of creditors, or any proceeding by or against the Company for any relief under any bankruptcy or insolvency law or other laws relating to the relief of debtors, readjustment of indebtedness, reorganization, compositions or extensions, then and in any such event any payment or distribution of any kind or character, either in cash, securities or other property, whether or not on account of the Collateral, which shall be payable or deliverable upon or with respect to all or any part of the Obligations shall be paid or delivered directly to the Agent for application to the Obligations (whether due or not due in order and manner as set forth herein) until the Obligations shall have been fully paid and satisfied. The Lenders hereby irrevocably authorize and empower the Agent to demand, sue xxxxxx for, collect and receive every such payment or distribution and give acquittance therefor and to file claims and take such other proceedings in the Agent's own name or in the name of the Lenders or otherwise, as the Lender may deem necessary or advisable to carry out the provisions of this Section. The Lenders hereby agree to execute and deliver to the Agent such limited powers of attorney, assignments, endorsements or other instruments as may be requested by Agent in order to enable the Agent to enforce any and all claims upon or with respect to the Obligations and/or the Collateral, and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or with respect to the Obligations and/or the Collateral.