Common use of Priority; Grant of Authority Clause in Contracts

Priority; Grant of Authority. 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 the creditors of the Company, or readjustment of the obligations and indebtedness of the Company, whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any part of the Junior Debt, or the application of the assets of the Company to the payment or liquidation thereof, or upon the dissolution, liquidation, cessation or other winding up of the Company’s business, or upon the sale of all or substantially all of the Company’s assets, then, and in any such event, (a) the holders of Senior Debt shall be entitled to receive payment in full of all of the Senior Debt prior to the payment of all or any part of the Junior Debt, and (b) any payment or distribution of any kind or character, whether in cash, securities or other property, which shall be payable or deliverable upon or with respect to any or all of the Junior Debt shall be paid or delivered directly to the holders of Senior Debt for ratable application on any of the Senior Debt, due or not due, until such Senior Debt shall have first been fully paid and satisfied. In order to enable the Senior Creditor to enforce its rights hereunder in any of the aforesaid actions or proceedings, the Senior Creditor is hereby irrevocably authorized and empowered, in its discretion, to make and present for and on behalf of each Junior Creditor such proofs of claim against the Company on account of the Junior Debt as the Senior Creditor may deem expedient or proper (but only if the Junior Creditor does not make or present such proofs of claim) and to vote such proofs of claim in any such proceeding (but only if the subject Junior Creditor does not vote such proofs of claim) and to receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and to apply the same on account of any of the Senior Debt. The Junior Creditor irrevocably authorizes and empowers the Senior Creditor to demand, xxx for, collect and receive each of the aforesaid payments and distributions and give acquittance therefor and to file claims and take such other actions, in the Senior Creditor’s own name or in the name of the Junior Creditor or otherwise, as the Senior Creditor may deem necessary or advisable for the enforcement of this Agreement; and the Junior Creditor will execute and deliver to the Senior Creditor such powers of attorney, assignments and other instruments or documents, including notes (together with such assignments or endorsements as the Senior Creditor shall deem necessary), as may be requested by the Senior Creditor in order to enable the Senior Creditor to enforce any and all claims upon or with respect to any or all of the Junior Debt and to collect and receive any and all payments and distributions which may be payable or deliverable at any time upon or with respect to the Junior Debt, all for the Senior Creditor’s own benefit.

Priority; Grant of Authority. (a) In the event of any distribution, division, 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 any of its Subsidiaries or the proceeds thereof to the creditors of the CompanyBorrower or any of its Subsidiaries, or readjustment of the obligations and indebtedness of the CompanyBorrower or any of its Subsidiaries, whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any part of the Junior DebtMTB Obligations, or the application of the assets of the Company Borrower to the payment or liquidation thereof, or upon the dissolution, liquidation, cessation or other winding up of the CompanyBorrower’s or any Subsidiary’s business, or upon the sale of all or substantially all of the CompanyBorrower’s or any Subsidiary’s assets, then, and in any such eventevent (a “Subject Event”), (ai) the holders of Senior Debt shall ComVest Obligations shall, except to the extent of identifiable proceeds of MTB Priority Collateral, be entitled to receive payment in full of any and all of the Senior Debt ComVest Obligations (subject to the limitations on principal amounts set forth in Section 3 above) prior to the payment of all or any part of the Junior DebtMTB Obligations, and (bii) any payment or distribution of any kind or character, whether in cash, securities or other property, except to the extent of identifiable proceeds of MTB Priority Collateral, which shall be payable or deliverable upon or with respect to any or all of the Junior Debt MTB Obligations shall be paid or delivered directly to the holders of Senior Debt ComVest Obligations for ratable application on any of the Senior DebtComVest Obligations (subject to the limitations on principal amounts set forth in Section 3 above), due or not due, until such Senior ComVest Obligations (exclusive of contingent indemnification obligations to the extent that no claim giving rise thereto has been asserted) shall have first been fully paid and satisfied, and (iii) any payment or distribution of any kind or character, whether in cash, securities or other property, to the extent of identifiable proceeds of MTB Priority Collateral, shall be paid or delivered directly to the holders of the MTB Debt Obligations, until all MTB Debt Obligations shall have first been fully paid and satisfied. In order to enable the Senior Creditor to enforce its rights hereunder Following payment in any full of the aforesaid actions ComVest Obligations, but subject to the rights of any other lienholders or proceedingscreditors of the Borrower or the subject Subsidiary, the Senior Creditor is hereby irrevocably authorized and empowered, in its discretionComVest will remit to MTB, to make and present for and on behalf the extent of each Junior Creditor such proofs of claim against the Company on account of the Junior Debt as the Senior Creditor may deem expedient MTB’s interest therein, all remaining Collateral then in ComVest’s possession or proper (but only if the Junior Creditor does not make or present such proofs of claim) and to vote such proofs of claim in any such proceeding (but only if the subject Junior Creditor does not vote such proofs of claim) and to receive and collect any under ComVest’s control and all dividends or other payments or disbursements made thereon distributions paid to and held by ComVest in whatever form excess of the same may be paid or issued and to apply ComVest Obligations (and, for the same on account sole purpose of maintaining the perfection of the MTB Liens therein, ComVest shall act as MTB’s agent in holding possession of any certificated securities constituting part of the Senior Debt. The Junior Creditor irrevocably authorizes Collateral, all of which certificates in existence on the date hereof are being delivered by MTB to ComVest (as priority lienholder) concurrently herewith) . (b) In no event and empowers under no circumstances shall ComVest be entitled to receive or retain any distribution of any identifiable proceeds of any MTB Priority Collateral prior to the Senior Creditor to demand, xxx for, collect and receive each payment in full in cash of the aforesaid payments and distributions and give acquittance therefor and to file claims and take such other actions, in the Senior Creditor’s own name or in the name of the Junior Creditor or otherwise, as the Senior Creditor may deem necessary or advisable for the enforcement of this Agreement; and the Junior Creditor will execute and deliver to the Senior Creditor such powers of attorney, assignments and other instruments or documents, including notes (together with such assignments or endorsements as the Senior Creditor shall deem necessary), as may be requested by the Senior Creditor in order to enable the Senior Creditor to enforce any and all claims upon or with respect to any or all of the Junior MTB Debt and to collect and receive any and all payments and distributions which may be payable or deliverable at any time upon or with respect to the Junior Debt, all for the Senior Creditor’s own benefitObligations.

Priority; Grant of Authority. In the event of any distribution, division, 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 of the proceeds thereof to the creditors of the Company, or readjustment of the obligations and indebtedness of the Company, whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any part of the Junior Debt, or the application of the assets of the Company to the payment or liquidation thereof, or upon the dissolution, liquidation, cessation or other winding up of the Company’s business, or upon the sale of all or substantially all of the Company’s assetsassets (other than the sale of assets in accordance with the Asset Purchase Agreement in which the Junior Debt is offset against the purchase price otherwise payable by the Junior Creditor at the closing thereunder), then, and in any such event, (a) the holders of Senior Debt shall be entitled to receive payment in full in cash of any and all of the Senior Debt prior to the payment of all or any part of the Junior Debt, and (b) any payment or distribution of any kind or character, whether in cash, securities or other property, which shall be payable or deliverable upon or with respect to any or all of the Junior Debt shall be paid or delivered directly to the holders of Senior Debt for ratable application on any of the Senior Debt, due or not due, until such Senior Debt (exclusive of contingent indemnification obligations to the extent that no claim giving rise thereto has been asserted) shall have first been fully paid and satisfied. In order to enable the Senior Creditor to enforce its rights hereunder in any of the aforesaid actions or proceedings, the Senior Creditor is hereby irrevocably authorized and empowered, in its discretion, to make and present for and on behalf of each the Junior Creditor such proofs of claim against the Company on account of the Junior Debt as the Senior Creditor may deem expedient or proper (but only if the Junior Creditor does not make or present such proofs of claimclaim within ten (10) days prior to the proof of claims filing bar date) and to vote such proofs of claim in any such proceeding (but only if the subject Junior Creditor does not timely vote such proofs of claim) and to receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and to apply the same on account of any of the Senior Debt. The Junior Creditor irrevocably authorizes and empowers the Senior Creditor to demand, xxx for, collect and receive each of the aforesaid payments and distributions and give acquittance therefor and to file claims and take such other actions, in the Senior Creditor’s own name or in the name of the Junior Creditor or otherwise, as the Senior Creditor may deem necessary or advisable for the enforcement of this Agreement; and the Junior Creditor will execute and deliver to the Senior Creditor such powers of attorney, assignments and other instruments or documents, including notes (together with such assignments or endorsements as the Senior Creditor shall deem necessary), as may be requested by the Senior Creditor in order to enable the Senior Creditor to enforce any and all claims upon or with respect to any or all of the Junior Debt and to collect and receive any and all payments and distributions which may be payable or deliverable at any time upon or with respect to the Junior Debt, all for the Senior Creditor’s own benefit. Following payment in full of the Senior Debt, but subject to the rights of any other lienholders or creditors of the Company, the Senior Creditor will remit to the Junior Creditor, to the extent of the Junior Creditor’s interest therein, all dividends or other payments or distributions paid to and held by the Senior Creditor in excess of the Senior Debt.