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 Borrower or the proceeds thereof to creditors of Borrower or to any indebtedness, liabilities and obligations of Borrower, or upon any liquidation, dissolution or other winding up of Borrower 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 Borrower, or in the event of any receivership, insolvency or bankruptcy proceeding, or assignment for the benefit of creditors, or any proceeding by or against 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 will be payable or deliverable upon or with respect to all or any part of the Obligations will be paid or delivered directly to Agent for application to the Obligations (whether due or not due in order and manner as set forth herein) until the Obligations will have been fully paid and satisfied. Lenders hereby irrevocably authorize and empower Agent to demand, sue ▇▇▇, collect and receive every such payment or distribution and give acquittance therefor and to file claims and take such other proceedings in Agent's own name or in the name of Lenders or otherwise, as Agent may deem necessary or advisable to carry out the provisions of this Section. Lenders hereby agree to execute and deliver to Agent such limited powers of attorney, assignments, endorsements or other instruments as may be requested by Agent in order to enable 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 Borrower the Company or the proceeds thereof to creditors of Borrower the Company or to any indebtedness, liabilities and obligations of Borrowerthe Company, or upon any liquidation, dissolution or other winding up of Borrower or Borrowerthe 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 Borrowerthe 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 Borrower 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 will shall be payable or deliverable upon or with respect to all or any part of the Obligations will 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 will shall have been fully paid and satisfied. The Lenders hereby irrevocably authorize and empower the Agent to demand, sue ▇▇▇▇ 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 Agent 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 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 Borrower AWT or the proceeds thereof thereof, to creditors of Borrower or to any indebtedness, liabilities and obligations of BorrowerAWT, or upon any indebtedness of AWT, by reason of (1) the liquidation, dissolution or other winding up up, partial or complete, of Borrower AWT or BorrowerAWT's business, or in the event of any sale (singly or in the aggregate2) of all or any substantial part of the assets of Borrower, 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 Borrower 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 will but for this Agreement would be payable or deliverable upon or with respect to any or all or any part of the Obligations will 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 will shall have first been fully paid in cash and satisfied. 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 ▇▇▇, 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 Lenders the Subordinated Lender, or otherwise, as the 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). 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 Borrower or the proceeds thereof to creditors of Borrower or to any indebtedness, liabilities and obligations of Borrower, or upon any liquidation, dissolution or other winding up of Borrower 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 Borrower, or in the event of any receivership, insolvency or bankruptcy proceeding, or assignment for the benefit of creditors, or any proceeding by or against 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 will be payable or deliverable upon or with respect to all or any part of the Obligations will be paid or delivered directly to Administrative Agent for application to the Obligations (whether due or not due in order and manner as set forth herein) until the Obligations will have been fully paid and satisfied. Lenders hereby irrevocably authorize and empower Administrative Agent to demand, sue ▇▇▇, collect and receive every such payment or distribution and give acquittance therefor and to file claims and take such other proceedings in Administrative Agent's own name or in the name of Lenders or otherwise, as Agent Lender may deem necessary or advisable to carry out the provisions of this Section. Lenders hereby agree to execute and deliver to Agent Agents such limited powers of attorney, assignments, endorsements or other instruments as may be requested by Agent Agents in order to enable 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 furtherance of, and not in limitation of, the subordination provided for herein, the Subordinated Creditor 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 a Borrower or the proceeds thereof thereof, to creditors of Borrower or to any indebtedness, liabilities and obligations of a Borrower, or upon any repayment of indebtedness of a Borrower, by reason of (1) the liquidation, dissolution or other winding up up, partial or complete, of Borrower such Borrower, such Borrower’s assets, or such Borrower's ’s business, or in the event of any sale (singly or in the aggregate2) of all or any substantial part of the assets of Borrower, or in the event of any receivership, insolvency or bankruptcy proceeding, or assignment for the benefit of creditors, creditors or any other proceeding by or against Borrower for any relief under any bankruptcy or insolvency law or other laws relating to the relief of debtorsDebtor Relief Laws (each, readjustment of indebtedness, reorganization, compositions or extensionsan “Insolvency Proceeding”), then and in any such event event: (i) the Subordinated Creditor will receive no payments until the Senior Obligations have been indefeasibly paid in full in cash; (ii) any payment or distribution of any kind or character, either whether in cash, securities or other propertyproperty which, whether or not on account of the Collateralbut for this Agreement, which will would be payable or deliverable upon or with respect to any or all or any part of the Obligations will Subordinated Obligations, shall instead be paid or delivered directly to the Senior 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 will (other than unasserted contingent indemnification and unasserted expense reimbursement obligations, in each case, not yet due and payable) shall have been fully indefeasibly paid and satisfied. Lenders in full in cash; and (iii) the Subordinated Creditor hereby irrevocably authorize authorizes and empower empowers the Senior Agent to demand, sue ▇▇▇▇ for, 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 action in any Insolvency Proceeding, in the Senior Agent's own ’s (or any Lender’s) name or in the name of Lenders the Subordinated Creditor, or otherwise, as the Senior 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 and voting such claim in any Insolvency Proceeding of a Borrower). Lenders hereby agree In furtherance of the foregoing, the Subordinated Creditor agrees duly and promptly (in each case at the sole cost and expense of the Borrowers) (A) to take such action as may be reasonably requested by the Senior Agent to assist in the collection of the Subordinated Obligations for the account of the Senior Agent (and the Lenders), (B) to file appropriate proofs of claim in respect of the Subordinated Obligations, and (C) to execute and deliver to the Senior 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 Senior Agent in order to enable the Senior 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 Obligations and/or the CollateralSubordinated Obligations.

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 Borrower or the proceeds thereof to creditors of the Borrower or to any indebtedness, liabilities liabilities, and obligations of Borrower, or upon any the Borrower by reason of the liquidation, dissolution dissolution, or other winding up of the Borrower 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 Borrowersale, 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 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 will be payable or deliverable upon or with respect to all or any part of the Obligations will Subordinated Indebtedness, shall be paid or delivered directly to Agent the 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 will have been fully paid and satisfiedLender may elect). Lenders The Unsecured Creditor hereby irrevocably authorize authorizes and empower Agent empowers the Lender to demand, sue ▇▇▇▇ 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 Agentthe Lender's own name or in the name of Lenders the Unsecured Creditor or otherwise, otherwise as Agent the Lender may deem necessary or advisable to carry out the provisions of this SectionAgreement. Lenders The Unsecured Creditor hereby agree agrees to execute and deliver to Agent the 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 Agent the 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 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 Borrower the Company or the proceeds thereof to creditors 101 110 of Borrower the Company or to any indebtedness, liabilities and obligations of Borrowerthe Company, or upon any liquidation, dissolution or other winding up of Borrower or Borrowerthe 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 Borrowerthe 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 Borrower 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 will shall be payable or deliverable upon or with respect to all or any part of the Obligations will 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 will shall have been fully paid and satisfied. The Lenders hereby irrevocably authorize and empower the Agent to demand, sue ▇▇▇, 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 Agent 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 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 Borrower or the proceeds thereof thereof, to creditors of the Borrower or to any indebtedness, liabilities and obligations by reason of Borrower, or upon any (1) the liquidation, dissolution or other winding up up, partial or complete, of the Borrower 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 Borrower, 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 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 will but for this Agreement would be payable or deliverable upon or with respect to any or all or any part of the Obligations will 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 will shall have first been fully fully, finally and indefeasibly paid in cash and satisfied. Lenders ; and (ii) SPC hereby irrevocably authorize authorizes and empower empowers the Agent to demand, sue ▇▇▇, 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 Lenders SPC, or otherwise, as the 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). 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.