Rights of the Guarantor. All rights and remedies of the Guarantor against the Debtor or any property of the Debtor or any collateral security for any of the Debtor Liabilities, whether arising by promissory note, subrogation, security agreement, mortgage or otherwise, shall in all respects be and remain subordinate and junior in right of payment and priority to the prior and indefeasible payment in full to the Agent and the Lenders of all Debtor Liabilities and to the priority of the Agent and the Lenders in any property of the Debtor and any collateral security for any of the Debtor Liabilities. Any amount which may have been paid to the Guarantor on account of any Indebtedness of the Debtor to the Guarantor, or on account of any subrogation or other rights of the Guarantor against the Debtor, when all of the Debtor Liabilities shall not have been indefeasibly paid in full, shall be held by the undersigned in trust for the benefit of the Lenders and shall forthwith be paid to the Agent to be credited and applied upon the Debtor Liabilities, whether matured or unmatured.
Rights of the Guarantor. In addition to the specific rights of the Guarantor identified in this Agreement but subject to the provisions of Section 8.01(iii) and Section 8.02(a)(ix), the Guarantor shall have the right to direct the Trustee relating to the exercise of any remedy available to the Trustee or to the exercise of any power conferred on the Trustee pursuant to this Agreement. Notwithstanding anything to the contrary anywhere in this Agreement, all rights of the Guarantor hereunder, except any rights to indemnification, shall permanently terminate upon the later to occur of (A) such time as the Guaranteed Certificates shall no longer be outstanding and (B) the payment in full to the Guarantor of any amounts owed to the Guarantor in respect of the Fannie Mae Guarantx; xxxvided that the Guarantor shall not have any rights hereunder, except indemnification rights, so long as any default has occurred and is continuing under the Fannie Mae Guaranty.
Rights of the Guarantor. All rights and remedies of the Guarantor against the Debtor or any property of the Debtor or any collateral security for any of the Debtor Liabilities, whether arising by promissory note, subrogation, security agreement, mortgage or otherwise, shall in all respects be and remain subordinate and junior in right of payment and priority to the prior and indefeasible payment in full to the Administrative Agent and the Banks of all Debtor Liabilities and to the priority of the Administrative Agent and the Banks in any property of the Debtor and any collateral security for any of the Debtor Liabilities. Any amount which may have been paid to the Guarantor on account of any indebtedness of the Debtor to the Guarantor, or on account of any subrogation or other rights of the Guarantor against the Debtor, when all of the Debtor Liabilities shall not have been indefeasibly paid in full, shall be held by the undersigned in trust for the benefit of the Banks and shall forthwith be paid to the Administrative Agent to be credited and applied upon the Debtor Liabilities, whether matured or unmatured. NOTICE TO THE ADMINISTRATIVE AGENT AND THE BANKS BY THE GUARANTOR. Any notice to the Administrative Agent or the Banks by the Guarantor pursuant to the provisions hereof shall be sent, and shall be effective, in accordance with Section 10.6 of the Credit Agreement, to: National City Bank 000 Xxxx Xxxxx Xxxxxx Xxxxxxxx, Xxxx 00000 Attention: Xxxxx Xxxxxxx Notice by the Guarantor shall not, in any way, reduce, diminish or release the liability of any other Obligor. In the event that this Agreement is preceded or followed by any other guaranty or surety agreement(s) regarding the Debtor or any other Person, all rights granted to the Administrative Agent and the Banks in such agreement(s) shall be deemed to be cumulative and this Agreement shall not, in such event, be deemed to be cancelled, superseded, terminated or in any way limited.
Rights of the Guarantor. (a) So long as no Default or event, circumstance or condition which could with the giving of notice or passage of time, or both, give rise to a Default, has occurred and is continuing, (i) the Guarantor shall be entitled to vote the Securities and to receive all cash dividends and (ii) FCC will grant, or cause its nominee to grant to the Guarantor or its nominee a proxy to vote and to exercise all rights with respect to any Securities registered in the name of FCC. Upon the occurrence and during the continuance of a Default, all rights of the Guarantor to vote or to receive dividends shall cease and all such rights shall become vested solely and absolutely in FCC.
(b) Any dividends received by the Guarantor contrary to Section 2.8(a) or any other monies or property which may be received by the Guarantor at any time for, or in respect of, the Securities shall be received as trustee for FCC and shall be immediately paid over to FCC.
Rights of the Guarantor. Notwithstanding anything to the contrary anywhere in this Agreement, all rights of the Guarantor hereunder, except any rights to indemnification, shall permanently terminate upon the later to occur of (A) such time as the Guaranteed Certificates shall no longer be outstanding and (B) the payment in full to the Guarantor of any amounts owed to the Guarantor in respect of its guarantee of payment on the Guaranteed Certificates; provided that the Guarantor shall not have any rights hereunder, except indemnification rights, so long as any default has occurred and is continuing under the Guaranty.
Rights of the Guarantor. All rights and remedies of the Guarantor against the Canadian Debtor or any property of the Canadian Debtor or any collateral security for any of the Canadian Debtor Liabilities, whether arising by promissory note, subrogation, security agreement, mortgage or otherwise, shall in all respects be and remain subordinate and junior in right of payment and priority to the prior and indefeasible payment in full to the Administrative Agent, the Canadian Agent and the Canadian Banks of all Canadian Debtor Liabilities (other than contingent indemnification and reimbursement obligations in respect of which no claim for payment has yet been asserted by the Person entitled thereto) and to the priority of the Administrative Agent, the Canadian Agent and the Canadian Banks in any property of the Canadian Debtor and any collateral security for any of the Canadian Debtor Liabilities. Any amount which may have been paid to the Guarantor on account of any indebtedness of the Canadian Debtor to the Guarantor, or on account of any subrogation or other rights of the Guarantor against the Canadian Debtor, when all of the Canadian Debtor Liabilities (other than contingent indemnification and reimbursement obligations in respect of which no claim for payment has yet been asserted by the Person entitled thereto and Canadian Letter of Credit Obligations that have been cash collateralized) shall not have been indefeasibly paid in full, shall be held by the undersigned in trust for the benefit of the Canadian Banks and shall forthwith be paid to the Administrative Agent to be credited and applied upon the Canadian Debtor Liabilities, whether matured or unmatured.
Rights of the Guarantor. (a) So long as no Default or Unmatured Default has occurred and is continuing, (i) the Guarantor shall be entitled to vote the Securities and to receive all cash dividends and (ii) Oak Street will grant, or cause its nominee to grant to the Guarantor or its nominee a proxy to vote and to exercise all rights with respect to any Securities registered in the name of Oak Street. Upon the occurrence and during the continuance of a Default, all rights of the Guarantor to vote or to receive dividends shall cease and all such rights shall become vested solely and absolutely in Oak Street.
(b) Any dividends received by the Guarantor contrary to Section 2.8(a) or any other monies or property which may be received by the Guarantor at any time for, or in respect of, the Securities shall be received as trustee for Oak Street and shall be immediately paid over to Oak Street.
Rights of the Guarantor. The Guarantor shall retain all rights inherent to its capacity as shareholder in the Company until the occurrence of a default in the payment of any of the Secured Obligations. Upon the occurrence and during the continuance of such an event of default, all rights of the Guarantor (i) to execute the voting and other consensual rights and (ii) to receive and retain any and all dividends and interest paid, in respect of the Shares, all upon written notice form the Collateral Agent cease and all such rights shall thereupon become vested in the Collateral Agent which shall then have the sale right to exercise such voting and consensual rights and to receive such dividends and payment rights, as the case may be.
Rights of the Guarantor. For so long as the Sellers have not demanded payment against the Guarantor pursuant to the Guaranty in respect of the Secured Obligations,
(a) the Guarantor shall have the right to exercise all voting and consensual powers pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement, the SPA or any other instrument or agreement referred to herein or therein; and the Sellers shall deliver to the Guarantor or cause to be executed and delivered to the Guarantor all such proxies, powers of attorney, dividend and other orders, and all such instruments received by it, without recourse, as the Guarantor may reasonably request for the purpose of enabling the Guarantor to exercise the rights and powers that it is entitled to exercise pursuant to this Section 4.04(a); and
(b) the Guarantor shall be entitled to receive, retain or dispose of any and all cash dividends, interest, principal and other cash distributions paid on or distributed in respect of the Pledged Shares.
Rights of the Guarantor. (1) Until the Security Interest is enforceable, the Guarantor is entitled to vote the Securities that are part of the Collateral and to receive all dividends and distributions on such Securities. In order to allow the Guarantor to vote any Securities registered in the Secured Creditor’s name or the name of its nominee, at the request and the expense of the Guarantor, the Secured Creditor will, prior to the Security Interest being enforceable, and may, after the Security Interest is enforceable, execute valid proxies appointing proxyholders to attend and act at meetings of shareholders, and execute resolutions in writing, all pursuant to the relevant provisions of the issuer's governing legislation. Whenever the Security Interest is enforceable, all rights of the Guarantor to vote (under any proxy given by the Secured Creditor (or its nominee) or otherwise) or to receive distributions or dividends cease and all such rights become vested solely and absolutely in the Secured Creditor.
(2) Any distributions or dividends received by the Guarantor contrary to Section 2.7(1) or any other moneys or property received by the Guarantor after the Security Interest is enforceable will be received as trustee for the Secured Creditor and shall be immediately paid over to the Secured Creditor.
