Common use of Certain Rights of Pledgor Clause in Contracts

Certain Rights of Pledgor. Subject to Sections 2.04 and 2.05, and so long as no Event of Default has occurred and is continuing, the following provisions shall be applicable: (a) The Pledgor shall be entitled to exercise any and all voting rights and other consensual rights accruing to it as the owner of Pledged Securities for any purpose consistent with the terms of this Agreement and the other Financing Documents. (b) The Collateral Agent shall execute and deliver to the Pledgor, or cause to be executed and delivered to the Pledgor, all such proxies, powers of attorney, and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and/or consensual rights and powers which it is entitled to exercise pursuant to subparagraph (a) above and to receive the cash payments it is entitled to receive pursuant to clause (c) below. (c) The Pledgor shall be entitled to receive and retain any and all cash dividends, interest and principal paid on the Pledged Securities to the extent and only to the extent that such cash dividends, interest and principal are permitted by, and otherwise paid in accordance with, the terms and conditions of this Agreement and the Credit Agreement. All payments, dividends and distributions made on or in respect of the Pledged Securities in violation of the preceding sentence, whether paid or payable in cash, securities or other property, and whether (x) resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the Borrower, (y) in connection with a partial or total liquidation or dissolution of the Borrower or (z) received in exchange for or in redemption of the Pledged Securities or any part thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which the Borrower may be a party or otherwise, shall be and become part of the Collateral and, if received by the Pledgor, shall not be commingled by the Pledgor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and shall be delivered to the Collateral Agent in the same form as so received (with any necessary endorsement).

Appears in 2 contracts

Sources: Pledge Agreement (Allegheny Energy, Inc), Pledge Agreement (Allegheny Energy, Inc)