Rights of Secured Party. (a) Rights to Dividends, Distributions, and Payments. With respect to such instruments which are certificates, bonds or other securities, Secured Party may demand of the obligor issuing the same, and may receive and receipt for, any and all dividends and other distributions (other than cash dividends) payable in respect thereof, whether ordinary or extraordinary. Secured Party shall have the authority, following the occurrence and during the continuance of an Event of Default and without notice to Pledgor, to have such certificates, bonds or other securities registered either in Secured Party's name or in the name of a nominee. If, while this Agreement is in effect, Pledgor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a stock or ownership interest dividend or a distribution in connection with any reclassification, increase or reduction of capital, or issued in connection with any reorganization), option or rights, whether as an addition to, in substitution of, as a conversion of or in exchange for any of the Collateral, or otherwise, Pledgor agrees to accept the same as Secured Party's agent and to hold the same in trust on behalf of and for the benefit of Secured Party, and to deliver the same forthwith to Secured Party in the exact form received, with appropriate undated stock powers, duly executed in blank, to be held by Secured Party, subject to the terms hereof, as additional collateral security for the Obligations. Until and unless an Event of Default shall have occurred and be continuing, Pledgor shall be entitled to receive and utilize all cash dividends, principal, and interest paid in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, Secured Party shall be entitled to all cash dividends and to any sums paid upon or in respect of the Collateral upon the liquidation, dissolution or reorganization of the issuer thereof which shall be paid to Secured Party to be held by it as additional collateral security for the Obligations. In case any distribution shall be made on or in respect of the Collateral pursuant to the reorganization, liquidation or dissolution of the issuer thereof, the property so distributed shall be delivered to Secured Party to be held by it as additional collateral security for the Obligations. After the occurrence and during the continuance of an Event of Default, all sums of money and property so paid or distributed in respect of the Collateral (other than proceeds of any liquidation or similar proceeding) which are received by Pledgor shall, until paid or delivered to Secured Party, be held by Pledgor in trust as additional Collateral for the Obligations.
Appears in 6 contracts
Samples: Credit Agreement (Trinity Industries Inc), Credit Agreement (Trinity Industries Inc), Credit Agreement (Trinity Industries Inc)
Rights of Secured Party. (a) Rights to Dividends, Distributions, and Payments. With respect to such instruments which are certificates, bonds or other securities, Secured Party may demand of the obligor issuing the same, and may receive and receipt for, any and all dividends and other distributions (other than cash dividends) payable in respect thereof, whether ordinary or extraordinary. Secured Party shall have the authorityimmediate and continuing right to demand, following collect, receive and receipt for all production, proceeds and payments assigned hereunder, and Secured Party is hereby appointed agent and attorney-in-fact of Debtor (which appointment is coupled with an interest and is irrevocable) for the occurrence purpose of executing any release, receipt, division order, transfer order, relinquishment or other instrument that Secured Party deems necessary in order for Secured Party to collect and during receive such production, proceeds and payments. In addition, Debtor agrees that, upon the continuance request of an Event Secured Party, it will promptly execute and deliver to Secured Party such transfer orders, payment orders, division orders and other instruments as Secured Party may deem necessary, convenient or appropriate in connection with the payment and delivery directly to Secured Party of Default all proceeds, production, and without notice payments assigned hereunder. Debtor hereby authorizes and directs that, upon the request of Secured Party, all pipeline companies, purchasers, transporters and other parties now or hereafter purchasing oil, gas or other mineral production produced from or allocated or attributed to Pledgorthe Collateral or any other interest of Debtor (whether now owned or hereafter acquired by operation of law or otherwise), in, to have such certificatesor relating to the Land or to any of the estates, bonds property, rights or other securities registered interests included in the Collateral, or any part thereof, or now or hereafter having in their possession or control any production from or allocated to the Collateral or any other interest of Debtor (whether now owned or hereafter acquired by operation of law or otherwise), in, to or relating to the Land or to any of the estates, property, rights or other interests included in the Collateral, or any part thereof, or the proceeds therefrom, or now or hereafter otherwise owing monies to Debtor under contracts and agreements herein assigned, shall, until Secured Party directs otherwise, pay and deliver such proceeds, production or amounts directly to Secured Party at Secured Party’s address set forth in the introduction to this Instrument, or in such other manner as Secured Party may direct such parties in writing, and this authorization shall continue until the assignment of production and proceeds contained herein is released and reassigned. Debtor agrees that all division orders, transfer orders, receipts and other instruments that Secured Party may from time to time execute and deliver for the purpose of collecting and receipting for such proceeds, production or payments may be relied upon in all respects, and that the same shall be binding upon Debtor and its successors and assigns. No payor making payments to Secured Party at its request under the assignment of production and proceeds contained herein shall have any responsibility to see to the application of any of such funds, and any party paying or delivering proceeds, production or amounts to Secured Party under such assignments shall be released thereby from any and all liability to Debtor to the full extent and amount of all payments, production or proceeds so delivered. Should Secured Party bring suit against any third party for collection of any amounts or sums included within the assignment of production and proceeds contained herein (and Secured Party shall have the right to bring any such suit), it may sxx either in Secured Party's its own name or in the name of a nominee. If, while this Agreement is in effect, Pledgor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a stock or ownership interest dividend or a distribution in connection with any reclassification, increase or reduction of capitalDebtor, or issued in connection with any reorganization), option or rights, whether as an addition to, in substitution of, as a conversion of or in exchange for any of the Collateral, or otherwise, Pledgor agrees to accept the same as Secured Party's agent and to hold the same in trust on behalf of and for the benefit of Secured Party, and to deliver the same forthwith to Secured Party in the exact form received, with appropriate undated stock powers, duly executed in blank, to be held by Secured Party, subject to the terms hereof, as additional collateral security for the Obligations. Until and unless an Event of Default shall have occurred and be continuing, Pledgor shall be entitled to receive and utilize all cash dividends, principal, and interest paid in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, Secured Party shall be entitled to all cash dividends and to any sums paid upon or in respect of the Collateral upon the liquidation, dissolution or reorganization of the issuer thereof which shall be paid to Secured Party to be held by it as additional collateral security for the Obligations. In case any distribution shall be made on or in respect of the Collateral pursuant to the reorganization, liquidation or dissolution of the issuer thereof, the property so distributed shall be delivered to Secured Party to be held by it as additional collateral security for the Obligations. After the occurrence and during the continuance of an Event of Default, all sums of money and property so paid or distributed in respect of the Collateral (other than proceeds of any liquidation or similar proceeding) which are received by Pledgor shall, until paid or delivered to Secured Party, be held by Pledgor in trust as additional Collateral for the Obligationsboth.
Appears in 3 contracts
Samples: And Fixture Filing (Recovery Energy, Inc.), Financing Statement and Fixture Filing (Recovery Energy, Inc.), And Fixture Filing (Recovery Energy, Inc.)
Rights of Secured Party. (a) Rights to Dividends, Distributions, and Payments. With respect to such instruments which are certificates, bonds or other securities, Secured Party may demand of the obligor issuing the same, and may receive and receipt for, If any and all dividends and other distributions (other than cash dividends) payable in respect thereof, whether ordinary or extraordinary. Secured Party shall have the authority, following the occurrence and during the continuance of an Event of Default and without notice to Pledgor, to have such certificates, bonds or other securities registered either in Secured Party's name or in the name of a nominee. If, while this Agreement is in effect, Pledgor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a stock or ownership interest dividend or a distribution in connection with any reclassification, increase or reduction of capital, or issued in connection with any reorganization), option or rights, whether as an addition to, in substitution of, as a conversion of or in exchange for any of the Collateral, or otherwise, Pledgor agrees to accept the same as Secured Party's agent and to hold the same in trust on behalf of and for the benefit of Secured Party, and to deliver the same forthwith to Secured Party in the exact form received, with appropriate undated stock powers, duly executed in blank, to be held by Secured Party, subject to the terms hereof, as additional collateral security for the Obligations. Until and unless an Event of Default shall have occurred and be continuing, the Collateral Agent may exercise on behalf of Purchaser all the rights of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, without being required to give any notice, except as provided in this Agreement or as may be required by mandatory provisions of law, shall: (i) deliver all Collateral consisting of shares of Common Stock or Marketable Securities (but not, in either case, in excess of the number of shares deliverable under the Contract at such time) or other property to Purchaser on the date of such Event of Default (in either case, the “Delivery Date”), whereupon Purchaser shall hold such shares of Common Stock or Marketable Securities or other property absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgor which may be waived, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted; and (ii) if such delivery shall be entitled insufficient to receive and utilize satisfy in full all cash dividendsof the obligations of Pledgor under the Contract, principalsell all of the remaining Collateral, or such lesser portion of the remaining Collateral as may be necessary to generate proceeds sufficient to satisfy in full all of the obligations of Pledgor under the Contract, at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery, and interest paid at such price or prices as the Collateral Agent may deem satisfactory. Pledgor covenants and agrees that it will execute and deliver such documents and take such other action as the Collateral Agent deems necessary or advisable in respect order that any such sales may be made with the least amount of costs and taxes and in compliance with law. Upon any such sale the Collateral Agent shall have the right to deliver, assign and transfer the Collateral so sold to the purchaser of such Collateral. Each purchaser at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgor which may be waived, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Article 9 of the UCC shall (1) in case of a public sale, state the time and place fixed for such sale, (2) in case of sale at a broker’s board or on a securities exchange, state the board or exchange at which such sale is to be made and the day on which the Collateral, or the portion of such Collateral so being sold, will first be offered for sale at such board or exchange, and (3) in the case of a private sale, state the day after which such sale may be consummated. After the occurrence and during the continuance of an Event of Default, Secured Party Any such public sale shall be entitled held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may determine. The Collateral Agent shall not be obligated to all cash dividends and make any such sale pursuant to any sums paid upon such notice. The Collateral Agent may, without notice or in respect publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral upon on credit or for future delivery, the liquidationCollateral so sold may be retained by the Collateral Agent until the selling price is paid by the purchaser of such Collateral, dissolution or reorganization but the Collateral Agent shall not incur any liability in case of the issuer thereof which shall be paid failure of such purchaser to Secured Party to be held by it as additional collateral security take up and pay for the ObligationsCollateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. In case any distribution shall be made on The Collateral Agent, instead of exercising the power of sale conferred upon it in this Agreement, may proceed by a suit or suits at law or in respect equity to foreclose the security interests and sell the Collateral, or any portion of the Collateral pursuant to the reorganizationsuch Collateral, liquidation under a judgment or dissolution decree of the issuer thereof, the property so distributed shall be delivered to Secured Party to be held by it as additional collateral security for the Obligations. After the occurrence and during the continuance a court or courts of an Event of Default, all sums of money and property so paid or distributed in respect of the Collateral (other than proceeds of any liquidation or similar proceeding) which are received by Pledgor shall, until paid or delivered to Secured Party, be held by Pledgor in trust as additional Collateral for the Obligationscompetent jurisdiction.
Appears in 3 contracts
Samples: Collateral Agreement (2010 Swift Mandatory Common Exchange Security Trust), Collateral Agreement (2009 Dole Food Automatic Common Exchange Security Trust), Collateral Agreement (Murdock David H)
Rights of Secured Party. (a) Rights to Dividends, Distributions, and Payments. With respect to such instruments which are certificates, bonds or other securities, Secured Party may demand of the obligor issuing the same, and may receive and receipt for, any and all dividends and other distributions (other than cash dividends) payable in respect thereof, whether ordinary or extraordinary. Secured Party shall have the authority, following Upon the occurrence and during the continuance of an Event of Default and without notice to Pledgor, to have such certificates, bonds or other securities registered either in Secured Party's name or in the name of a nominee. If, while this Agreement is in effect, Pledgor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a stock or ownership interest dividend or a distribution in connection with any reclassification, increase or reduction of capital, or issued in connection with any reorganization), option or rights, whether as an addition to, in substitution of, as a conversion of or in exchange for any of the Collateral, or otherwise, Pledgor agrees to accept the same as Secured Party's agent and to hold the same in trust on behalf of and for the benefit of Secured Party, and to deliver the same forthwith to Secured Party in the exact form received, with appropriate undated stock powers, duly executed in blank, to be held by Secured Party, subject to the terms hereof, as additional collateral security for the Obligations. Until and unless an Event of Default shall have occurred and be continuing, Pledgor shall be entitled to receive and utilize all cash dividends, principal, and interest paid in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, Secured Party shall have the right to declare all of the Obligations to be entitled immediately due and payable and shall then have the rights and remedies of a secured party under the UCC or under any other applicable law, including, without limitations, the right to take possession of the Collateral, and in addition thereto, the right to enter upon any premises on which the Collateral or any part thereof may be situated and remove the same therefrom and the right to occupy the Debtor’s premises for the purposes of liquidating Collateral, including without limitation, conducting an auction thereon, Secured Party may require the Debtor to take the Collateral (to the extent the same is moveable) available to Secured Party at a place to be designated by Secured Party. Secured Party may, at its option, sell the Collateral on credit, and furthermore may sell the Collateral without giving any warranties as to the Collateral and my specifically disclaim any warranties of title or the like, which shall not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will give the Debtor at least ten (10) days prior written notice at the address of the Debtor set forth above (or at such other address or addresses as the Debtor shall specify in writing to Secured Party) of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. Any such notice shall be deemed to meet any requirement hereunder or under any applicable law (including the UCC) that reasonable notification be given of the time and place of such sale or other disposition. After deducting all cash dividends costs and expenses of collection, storage, custody, sale or other disposition and delivery (including reasonable attorney’s fees) and all other reasonable charges against the Collateral, the residue of the Proceeds of any such sale or disposition shall be applied to the payment of the Obligations in such order of priority as Secured Party shall determine and any surplus shall be returned to the Debtor or to any sums paid upon person or party lawfully entitled thereto. In the event the Proceeds of any such sale or disposition shall be applied to the payment of the Obligations in respect such order of priority as Secured Party shall determine and any surplus shall be returned to the Debtor or to any person or party lawfully entitled thereto. In the event the Proceeds of any sale, lease or other disposition of the Collateral upon hereunder, including without limitation, the liquidationProceeds from the collection of Accounts, dissolution or reorganization are insufficient to pay all of the issuer thereof which shall Obligations in full, the Debtor will be paid to Secured Party to be held by it as additional collateral security liable for the Obligations. In case any distribution shall be made on or in respect deficiency, together with interest thereon, at the maximum rate allowable by law, and the costs and expenses of the Collateral pursuant collection of such deficiency, including (to the reorganizationextent permitted by law) without limitation, liquidation or dissolution of the issuer thereofattorneys fees, the property so distributed shall be delivered to Secured Party to be held by it as additional collateral security for the Obligations. After the occurrence expenses and during the continuance of an Event of Default, all sums of money and property so paid or distributed in respect of the Collateral (other than proceeds of any liquidation or similar proceeding) which are received by Pledgor shall, until paid or delivered to Secured Party, be held by Pledgor in trust as additional Collateral for the Obligationsdisbursements.
Appears in 2 contracts
Samples: Security Agreement (Suncoast Nutriceuticals, Inc.), Security Agreement (Suncoast Nutriceuticals, Inc.)
Rights of Secured Party. (a) Rights to Dividends, Distributions, and Payments. With respect both to the Obligations and the Collateral, Debtor hereby consents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of the Collateral, to the addition or release of any party or person primarily or secondarily liable, to the acceptance of partial payments thereon and the settlement, compromising or adjusting of any claims thereof, all in such instruments which are certificates, bonds manner and at such time or other securities, times as Secured Party may demand of the obligor issuing the same, and may receive and receipt for, any and all dividends and other distributions (other than cash dividends) payable in respect thereof, whether ordinary or extraordinarydeem advisable. Secured Party shall have no duty as to the authority, following the occurrence and during the continuance of an Event of Default and without notice to Pledgor, to have such certificates, bonds collection or other securities registered either in Secured Party's name or in the name of a nominee. If, while this Agreement is in effect, Pledgor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a stock or ownership interest dividend or a distribution in connection with any reclassification, increase or reduction of capital, or issued in connection with any reorganization), option or rights, whether as an addition to, in substitution of, as a conversion of or in exchange for any protection of the CollateralCollateral or any income thereon, or otherwise, Pledgor agrees to accept the same nor as Secured Party's agent and to hold the same in trust on behalf of and for the benefit of Secured Party, and to deliver the same forthwith to Secured Party in the exact form received, with appropriate undated stock powers, duly executed in blank, to be held by Secured Party, subject to the terms hereofpreservation of any rights against prior parties, nor as additional to the preservation of any rights pertaining thereto beyond the safe custody thereof. Secured party may exercise its rights with respect to the Collateral without resorting or regard to other collateral security or sources of reimbursement for the Obligations. Until and unless an Event of Default shall have occurred and be continuing, Pledgor shall be entitled to receive and utilize all cash dividends, principal, and interest paid in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, Secured Party shall not be entitled deemed to all cash dividends and to have waived any sums paid of its rights under the Financing Agreements or upon or in respect of under the Obligations or the Collateral upon unless such waiver is in writing and signed by Secured Party. No delay or omission on the liquidationpart of Secured Party in exercising any right shall operate as a waiver of such right or any other right. A waiver on any one occasion shall not be construed as a bar to or waiver of any right on any future occasion. Secured Party may revoke any permission or waiver previously granted to Debtor, dissolution or reorganization of the issuer thereof which and such revocation shall be paid to effective whether given orally or in writing. All rights and remedies of Secured Party with respect to be held the Obligations or the Collateral, whether evidenced hereby or by it as additional collateral security for the Obligations. In case any distribution other document, shall be made on cumulative and may be exercised singularly or in respect of the Collateral pursuant to the reorganization, liquidation or dissolution of the issuer thereof, the property so distributed shall be delivered to Secured Party to be held by it as additional collateral security for the Obligations. After the occurrence and during the continuance of an Event of Default, all sums of money and property so paid or distributed in respect of the Collateral (other than proceeds of any liquidation or similar proceeding) which are received by Pledgor shall, until paid or delivered to Secured Party, be held by Pledgor in trust as additional Collateral for the Obligationsconcurrently.
Appears in 1 contract
Samples: Loan and Security Agreement (Gunther International LTD)
Rights of Secured Party. (a) Rights to Dividends, Distributions, and Payments. With respect to such instruments which are certificates, bonds or other securities, Secured Party may demand of the obligor issuing the same, and may receive and receipt for, any and all dividends and other distributions (other than cash dividends) payable in respect thereof, whether ordinary or extraordinary. Secured Party shall have the authority, following After the occurrence and during the continuance of an Event of Default and without notice to PledgorDefault, to have such certificates, bonds or other securities registered either in Secured Party's name or in the name of a nominee. If, while this Agreement is in effect, Pledgor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a stock or ownership interest dividend or a distribution in connection with any reclassification, increase or reduction of capital, or issued in connection with any reorganization), option or rights, whether as an addition to, in substitution of, as a conversion of or in exchange for any of the Collateral, or otherwise, Pledgor agrees to accept the same as Secured Party's agent and to hold the same in trust on behalf of and for the benefit of Secured Party, and to deliver the same forthwith to Secured Party in may at any time and from time to time send or require the exact form received, with appropriate undated stock powers, duly executed in blank, Debtor to be held by Secured Party, subject send requests for verification of accounts or notices of assignment to account debtors and other obligors. After the terms hereof, as additional collateral security for occurrence and during the Obligations. Until and unless continuance of an Event of Default shall have occurred Default, the Secured Party may also at any time and be continuing, Pledgor shall be entitled from time to receive time telephone account debtors and utilize all cash dividends, principal, and interest paid in respect of the Collateralother obligors to verify accounts. After the occurrence and during the continuance of an Event of Default, Secured Party may, and Debtor shall be entitled at the request of Secured Party, promptly notify any account debtor, issuer or obligor of any account, instrument, investment property, chattel paper, letter of credit right, letter of credit, other right to all cash dividends and to any sums paid upon payment or in respect of general intangible constituting Collateral that the Collateral upon the liquidation, dissolution or reorganization of the issuer thereof which shall be paid same has been assigned to Secured Party and to be held by it as additional collateral security for the Obligationsmake all future payments to Secured Party. In case addition, after the occurrence and during the continuance of an Event of Default, at the request of Secured Party, Debtor shall deposit all proceeds constituting Collateral, in their original form received (with any distribution shall be made on or necessary endorsement), in respect a collateral account designated by Secured Party within one business day after receipt of the Collateral proceeds by Debtor. Until Debtor makes each deposit pursuant to the reorganizationforegoing sentence, liquidation or dissolution of the issuer thereof, the property so distributed shall be delivered to Debtor will hold all proceeds separately in trust for Secured Party to be held by it as additional for deposit in the collateral security for the Obligationsaccount, and will not commingle any proceeds with any other property. After the occurrence and during the continuance of an Event of Default,, Debtor shall have no right to withdraw any funds from the collateral account, and Debtor shall have no control over the collateral account. The collateral account and all sums of money and property so paid funds at any time therein shall constitute Collateral under this Agreement. Before or distributed in respect of the Collateral (other than proceeds upon final collection of any liquidation or similar proceeding) which are received by Pledgor shallfunds in the collateral account, until paid or delivered to Secured Party, be held by Pledgor in trust as additional Collateral for at its discretion, may release any funds to Debtor or any account of Debtor or apply any funds to the Obligations whether or not then due. Any release of funds to Debtor or any account of Debtor shall not prevent Secured Party from subsequently applying any funds to the Obligations. All items credited to the collateral account and subsequently returned and all other costs, fees and charges of Secured Party in connection with the collateral account may be charged by Secured Party to any account of Debtor, and Debtor shall pay Secured Party all amounts on demand. The Secured Party may also, by notice to the Debtor, require the Debtor to direct each of its account debtors to make payment directly to a special lockbox to be under the control of the Secured Party. The Debtor hereby authorizes and directs the Secured Party to deposit all checks, drafts and cash payments received in said lockbox into the collateral account established as set forth above.
Appears in 1 contract
Rights of Secured Party. (a) Rights to Dividends, Distributions, and Payments. With respect both to the Obligations and the Collateral, Debtor hereby consents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of the Collateral, to the addition or release of any party or person primarily or secondarily liable, to the acceptance of partial payments thereon and the settlement, compromising or adjusting of any claims thereof, all in such instruments which are certificates, bonds manner and at such time or other securities, times as Secured Party may demand of the obligor issuing the same, and may receive and receipt for, any and all dividends and other distributions (other than cash dividends) payable in respect thereof, whether ordinary or extraordinarydeem advisable. Secured Party shall have no duty as to the authority, following the occurrence and during the continuance of an Event of Default and without notice to Pledgor, to have such certificates, bonds collection or other securities registered either in Secured Party's name or in the name of a nominee. If, while this Agreement is in effect, Pledgor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a stock or ownership interest dividend or a distribution in connection with any reclassification, increase or reduction of capital, or issued in connection with any reorganization), option or rights, whether as an addition to, in substitution of, as a conversion of or in exchange for any protection of the CollateralCollateral or any income thereon, or otherwisenor as to the preservation of any rights against prior parties, Pledgor agrees nor as to accept the same as Secured Party's agent and to hold preservation of any rights pertaining thereto beyond the same in trust on behalf of and for the benefit of Secured Party, and to deliver the same forthwith to safe custody thereof. Secured Party in the exact form received, may exercise its rights with appropriate undated stock powers, duly executed in blank, to be held by Secured Party, subject respect to the terms hereof, as additional Collateral without resorting or regard to other collateral security or sources of reimbursement for the Obligations. Until and unless an Event of Default shall have occurred and be continuing, Pledgor shall be entitled to receive and utilize all cash dividends, principal, and interest paid in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, Secured Party shall not be entitled deemed to all cash dividends and to have waived any sums paid of its rights under the Financing Agreements or upon or in respect of under the Obligations or the Collateral upon unless such waiver is in writing and signed by Secured Party. No delay or omission on the liquidationpart of Secured Party in exercising any right shall operate as a waiver of such right or any other right. A waiver on any one occasion shall not be construed as a bar to or waiver of any right on any future occasion. Secured Party may revoke any permission or waiver previously granted to Debtor, dissolution or reorganization of the issuer thereof which and such revocation shall be paid to effective whether given orally or in writing. All rights and remedies of Secured Party with respect to be held the Obligations or the Collateral, whether evidenced hereby or by it as additional collateral security for the Obligations. In case any distribution other document, shall be made on cumulative and may be exercised singularly or in respect of the Collateral pursuant to the reorganization, liquidation or dissolution of the issuer thereof, the property so distributed shall be delivered to Secured Party to be held by it as additional collateral security for the Obligations. After the occurrence and during the continuance of an Event of Default, all sums of money and property so paid or distributed in respect of the Collateral (other than proceeds of any liquidation or similar proceeding) which are received by Pledgor shall, until paid or delivered to Secured Party, be held by Pledgor in trust as additional Collateral for the Obligationsconcurrently.
Appears in 1 contract
Samples: Loan and Security Agreement (Connecticut Water Service Inc / Ct)