Rights of Debtor. 4 2.03. Perfection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 2.06. Registrations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 2.07.
Rights of Debtor. Debtor is the legal and beneficial owner of the Collateral free and clear of any Lien or other charge or encumbrance, including, without limitation, pledges, assignments, licenses, shop rights and covenants by Debtor not to sue xxx Person, except for the security interests and assignment created by this Agreement any other Liens permitted under the Credit Agreement. No effective financing statement or other instrument similar in effect naming Debtor as "debtor" covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of Administrative Agent relating to this Agreement.
Rights of Debtor. Until default, Debtor may use its inventory and goods in any lawful manner not inconsistent with this Agreement and with the terms of insurance thereon; may sell its inventory and goods in the ordinary course of business; and may use and consume any raw materials or supplies, the use and consumption of which is necessary in order to carry on Debtor's business.
Rights of Debtor. Prior to the occurrence of a Default (as hereinafter defined), Debtor may exercise any and all rights, voting and otherwise, with respect to the Collateral. However, Debtor may not receive any distributions and other payments made with respect to the collateral free from the Security Interest provided for in this Agreement
Rights of Debtor. In addition to all covenants and agreements of Debtor set forth in Obligations or made in connection therewith, which are incorporated herein by this reference, Debtor hereby agrees:
(a) to do all acts that may be necessary to maintain, preserve and protect the Collateral;
(b) not to use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement, or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral;
(c) to pay promptly when due all taxes (including sales, use and property taxes) assessments, charges, encumbrances and liens which may now or hereafter be imposed or levied upon or in respect of the sale, purchase, ownership, leasing, possession or use of the Collateral;
(d) that Debtor will execute, acknowledge and deliver to Secured Party such financing statements and other forms of notice relating to this Agreement and any amendment thereto to be filed or recorded in such other places within or without the United States as Secured Party may reasonably request and Debtor further will from time to time do and perform any acts and obtain, execute, acknowledge, and deliver any and all other instruments required by law or reasonably requested for the purpose of protecting Secured Party's security interest in the Collateral or any Item to the satisfaction of Secured Party;
(e) that Secured Party or its representative shall have the right to inspect the Collateral and all records pertaining to the use, operation or condition of the Equipment at such reasonable times as Secured Party may request and Debtor shall cooperate to make the Equipment and such records available for such inspection;
(f) to appear in and defend any action or proceeding which may affect its title to or Secured Party's interest in the Collateral, and to take all actions necessary to keep the Collateral free from liens or claims of any nature;
(g) to assure that the Equipment will remain personal property regardless of how and to what degree it may be attached or affixed to any building or structure, or for what use the Equipment or structure may be used; and
(h) as long as Debtor has outstanding obligations under the Note or this Agreement, to maintain its corporate existence and will not merge, consolidate or sell all or a substantial portion of its assets without the prior written consent of Secured Party.
Rights of Debtor. (a) So long as no Event of Default (hereinafter defined), or any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default, shall have occurred and be continuing, Pledgor shall be entitled to exercise, enjoy and perform all of the rights and obligations as owner of the Pledged Collateral, including, without limitation, the right to retain any cash profit distributions issued with respect to the Pledged Collateral and to exercise any and all voting rights and other consent rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with this Agreement; provided, however, that Pledgor shall not exercise or refrain from exercising such right if, in Pledgor’s judgment, such action would have a material adverse effect on the value of the Pledged Collateral.
(b) Upon the occurrence and during the continuance of an Event of Default or an event which with the giving of notice or the lapse of time, or both, would constitute an Event of Default, all rights of Pledgor to exercise, enjoy and perform all of the rights and obligations as owner of the Pledged Collateral, including, without limitation, with regard to the right to receive cash profit distributions and the exercise of voting and other consent rights in connection with the Pledged Collateral shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereafter have the sole right to exercise, enjoy and perform all of the rights and obligations as owner of the Pledged Collateral, including, without limitation, with regard to the receipt of profit distributions and the exercise of such voting and other consent rights in his sole discretion. All profit distributions which are received by Pledgor contrary to the provisions of this Section 4(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsement).
Rights of Debtor. Provided that no Event of Default has occurred and has remained uncured for the applicable cure period, Debtor shall be entitled to vote or consent with respect to the Transferred Shares in any manner not inconsistent with this Agreement. Debtor grants to Secured Party an irrevocable proxy to voter consent with respect to the Transferred Shares which proxy shall be effective immediately upon the occurrence or continuance of an Event of Default. Debtor and Secured Party hereby acknowledge that the proxy provided for herein is a proxy coupled with an interest and will continue for the entire term of this Agreement. Upon request of Secured Party, Debtor agrees to deliver to Secured Party such further evidence of such irrevocable proxy to vote the Transferred Shares.
Rights of Debtor. The provisions of this Agreement shall not in any way expand, alter or modify the rights of the Debtor under the documents evidencing their obligations to the Lender and Reservoir, respectively, including, without limitation, the right to cure any default with respect thereto. This Agreement is for the sole and exclusive benefit of the parties hereto and shall govern their relationship inter se as creditors of the Debtor.
Rights of Debtor. 5 2.03. Perfection....................... 5 2.04. Registrations.................... 5 2.05.
Rights of Debtor. Debtor is the legal and beneficial owner of the Collateral free and clear of any Lien or other charge or encumbrance, including, without limitation, pledges, assignments, licenses, shop rights and covenants by Debtor not to xxx any Person, except for the security interests and assignment created by this Agreement any other Liens permitted under the Credit Agreement, and by any license entered into in the ordinary course of business. No effective financing statement or other instrument similar in effect naming Debtor as "debtor" covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of Administrative Agent relating to this Agreement or as otherwise permitted under the Loan Documents.
