Rights Following Default. If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Trustee or any other Junior Secured Party exercises any available right to declare any Junior Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under or in respect of this Agreement or the 2009 Notes Indenture, all dividends and other distributions on the Stock Collateral shall be paid directly to the Applicable Secured Party and retained by it in the Collateral Account as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Collateral Agent pursuant to the Senior Non-Sharing Security and Guarantee Agreement (at all times prior to the Senior Payment Date) or the Trustee (at any time on or after the Senior Payment Date) shall so request in writing, the Securing Parties jointly and severally agree to execute and deliver to the Applicable Secured Party appropriate additional dividend, distribution and other orders and documents to that end, PROVIDED that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Trustee shall, upon request of the Securing Parties (except to the extent theretofore applied to the Junior Secured Obligations), be returned by the Trustee to the Securing Parties.
Rights Following Default. (a) Upon and following a Default, the Secured Parties shall have all rights and remedies with respect to the Collateral afforded by the Uniform Commercial Code, as from time to time in effect in the State of New York (the "Code"), to a secured creditor having a security interest in property to which Article 9 thereof applies. Without limiting the generality of the foregoing, the Secured Parties, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon Pledgor or any other person or entity (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, upon such terms and conditions as it may deem advisable and at such prices as they may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Pledgor acknowledges that private sales may be made at prices and other terms less favorable to the seller than if such Collateral were sold at public sale, and that the Secured Party has no obligation to delay the sale of any such Collateral for the period of time necessary to permit the Company or Pledgor to register the Collateral for public sale under applicable securities laws. Pledgor agrees that any private sales made under the foregoing circumstances shall not be deemed to have been in a commercially unreasonable manner for the sole reason that it is a private sale. The Secured Parties shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold. The Secured Parties shall apply any proceeds from time to time held by either of them and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred in respect thereof or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties, including, without limitation, reasonable at...
Rights Following Default. If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Trustee exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under or in respect of this Agreement or the Indenture, all dividends and other distributions on the Stock Collateral shall be paid directly to the Trustee and retained by it in the Collateral Account as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Trustee shall so request in writing, the Grantor Parties jointly and severally agree to execute and deliver to the Trustee appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Trustee shall, upon request of the Grantor Parties (except to the extent theretofore applied to the Secured Obligations), be returned by the Trustee to the Grantor Parties.
Rights Following Default. If any Event of Default ------------------------ shall have occurred, then so long as such Event of Default shall continue, and whether or not the Trustee or any other Junior Secured Party exercises any available right to declare any Junior Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under or in respect of this Agreement or the 2009 Notes Junior Security Agreement -------------------------
Rights Following Default. If any Event of Default shall have occurred and the Collateral Trustee shall have made a request therefor to the Borrower, then so long as such Event of Default shall continue, and whether or not the Collateral Trustee or any Secured Party exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under any Debt Instrument or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the Collateral Trustee and retained by it in the Shared Collateral Account as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Collateral Trustee shall so request in writing, the Obligors jointly and severally agree to execute and deliver to the Collateral Trustee appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Collateral Trustee shall, upon the request of the Obligors (except to the extent theretofore applied to the Secured Obligations), be returned by the Collateral Trustee to the Obligors.
Rights Following Default. Upon the occurrence of an event of default, and in addition to any other rights and remedies Amtrak may have, at its option Amtrak may: (i) declare all sums due and to become due hereunder immediately due and payable; (ii) proceed by appropriate court action to enforce performance by Operator of any and all of its obligations hereof and to recover damages for the breach thereof; (iii) demand that Operator deliver the leased locomotives and baggage car forthwith to Amtrak at Operator's expense to Amtrak's Hialeah facility; (iv) without notice or legal process, enter into any premises of or under control of Operator or any agent of Operator where the leased locomotives and baggage car may be and retake all or any part thereof, in accordance with applicable law, or (v) cease providing service until the Default (as defined above) is cured. If such circumstances occur, Operator expressly waives all rights to possession of the leased locomotives and all claims for damages related to any such retaking. In addition, following default and upon notice to Operator, Amtrak may terminate this Agreement. Notwithstanding the above, Amtrak agrees that if Operator loses its trackage rights, the contract would terminate and Amtrak would not seek recovery for the fees due under the unfinished term of the contract.
Rights Following Default. If any Event of Default shall have occurred and the Administrative Agent shall have made a request therefore to the Borrower, then so long as such Event of Default shall continue, and whether or not the Administrative Agent or any Secured Party exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under any Loan Document or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the Administrative Agent and retained by it in the Lender Collateral Account as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Obligors jointly and severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon the request of the Obligors (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to the Obligors.
Rights Following Default. In the event that there has occurred an Event of Default, then so long as such Event of Default or any other Event of Default is continuing, and whether or not Pledgee exercises any option to declare the Notes due and payable or pursues any other remedy under the Notes or this Agreement, Pledgee, or its nominee or nominees, shall, upon written demand delivered to Pledgor, have the sole and exclusive right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares, including, without limitation, the right to receive cash dividends, and shall exercise such powers in such manner as Pledgee, in its sole and absolute discretion, shall determine to be necessary, appropriate or advisable. This Agreement shall constitute an irrevocable proxy during the term hereof empowering Pledgee to exercise all voting rights with respect to the Pledged Shares upon the occurrence of an Event of Default and the delivery by Pledgee of such demand until and unless such Event of Default shall have been cured or waived by Pledgee.
