Rights of the Pledgor. Throughout the term of this Agreement, so long as no Event of Default has occurred and is continuing, the Pledgor shall have the right to vote the Pledged Stock in all matters presented to the stockholders of the Pledgor for vote thereon, except in a manner inconsistent with the terms of this Agreement or detrimental to the interests of the Pledgee.
Rights of the Pledgor. So long as no Event of Default has occurred and is continuing, and so long as the Pledgee has not transferred the Collateral to its own name under Section 8 hereof:
(a) The Pledgor shall be entitled to receive and retain any cash dividends and other cash distributions paid on the Collateral, in each case, solely to the extent permitted pursuant to the Credit Agreement.
(b) The Pledgor shall be entitled to vote or consent or grant waivers or ratifications with respect to the Collateral in any manner not inconsistent with this Agreement, the Credit Agreement or any other Loan Document. The Pledgor hereby grants to the Pledgee an irrevocable proxy to vote the Collateral, which proxy shall be effective immediately upon the occurrence of and during the continuance of an Event of Default or registration of the Collateral in the name of the Pledgee pursuant to Section 8 hereof. Upon request of the Pledgee, the Pledgor agrees to deliver to the Pledgee such further evidence of such irrevocable proxy or such further irrevocable proxy to vote the Collateral during the continuance of an Event of Default as the Pledgee may request.
Rights of the Pledgor. Until the occurrence of an Enforcement Event, the Parties hereto agree that any distributions permitted under the Loan Documents with respect to the CPEC, Receivables and Promissory Notes will be distributed to the Pledgor and not to the Pledgee. Prior to the occurrence of an Enforcement Event the Pledgor will be entitled to exercise the rights attached to the CPECs and the Receivables, provided that it shall not exercise those rights in contravention of any term of any Loan Document or in any manner which could reasonably be expected to have a Material Adverse Effect. After the occurrence of an Enforcement Event all distributions permitted under the Loan Documents with respect to the CPEC, Receivables and Promissory Notes shall be distributed to the Pledgee. The Pledgor will not be entitled to transfer the Security Assets during the Security Period except as permitted under the terms of the Loan Documents.
Rights of the Pledgor. Prior to the occurrence of an Event of Default under the Note or any of the other Loan Documents, the Pledgor shall have all voting and other rights, powers, privileges and preferences pertaining to the Collateral, subject to the terms of this Agreement and the other Loan Documents, and Lender shall not be entitled to any of such rights by reason of its possession of the Collateral.
Rights of the Pledgor. For so long as the Sellers have not demanded payment against the Pledgor in respect of the Secured Obligations, the Pledgor shall be entitled to receive, retain or dispose of the interest paid in respect of the Pledged Note and shall have the right to exercise any consent rights of the promisee in respect of the Pledged Note.
Rights of the Pledgor. (a) Unless an Event of Default shall have occurred and be continuing and Ashford has notified the Pledgor to the contrary, the Pledgor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Collateral for all purposes Exhibit N Ashford Hospitality Limited Partnership/Marriott Crystal City Gateway Agreement of Purchase and Sale not inconsistent with the terms of this Agreement, the Purchase Agreement, or any other instrument or agreement referred to herein or therein, provided that the Pledgor agrees that it will not vote the Collateral in any manner that is inconsistent with the terms of this Agreement, the Purchase Agreement, or any such other instrument or agreement; and Ashford shall execute and deliver to the Pledgor or cause to be executed and delivered to the Pledgor all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the rights and powers that it is entitled to exercise pursuant to this Section 4.03(a).
(b) The Pledgor shall be entitled to receive and retain any and all distributions paid in respect of the Collateral, provided, however, that any and all (i) distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral, (ii) distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (iii) cash paid, payable or otherwise distributed in redemption of, or in exchange for any Collateral, shall be, and shall be forthwith delivered to Ashford to hold as, Collateral and shall, if received by the Pledgor, be received in trust for the benefit of Ashford, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to Ashford as Collateral in the same form as so received (with any necessary endorsement).
(c) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not Ashford exercises any available right to declare any Indemnity Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Purchase Agreement, or any ot...
Rights of the Pledgor. (1) Unless and until the Secured Party has delivered an Entitlement Order pursuant to Section 2(10), the Pledgor shall be entitled, subject to Section 2(4) and Section 2(7), to Direct the Custodian as to the manner of investment of the Collateral. The Custodian may establish reasonable requirements relative to the time or times by which Direction must be given and shall advise the Pledgor of those requirements. The Pledgor may, by Direction to the Custodian and the Secured Party, designate an Investment Manager to manage the investment of some or all of the Collateral as identified by the Pledgor, and to provide Directions to the Custodian with regard to the investment of the Collateral. The Custodian may assume that the designation of an Investment Manager continues in force until it receives a written Direction from the Pledgor to the contrary. Whenever an Entitlement Order has been given pursuant to Section 2(9), all rights of the Pledgor, or any Investment Manager, to Direct the Custodian as to the manner of investment of the Collateral shall terminate and all such rights shall become vested solely and absolutely in the Secured Party.
(2) Unless and until the Secured Party has delivered an Entitlement Order pursuant to Section 2(10), the Pledgor shall be entitled to Direct the Custodian with respect to the exercise of the voting rights attached to the securities and other financial assets that are part of the Collateral. The Custodian may establish reasonable requirements relative to the time or times by which any such Directions must be given and shall advise the Pledgor of those requirements. Whenever an Entitlement Order has been given by the Secured Party pursuant to Section 2(10), all rights of the Pledgor to vote or to Direct the voting (including under any proxy given by the Custodian or the Secured Party (or a nominee) or otherwise) shall cease and all such rights become vested solely and absolutely in the Secured Party.
(3) All dividends, interests, distributions and other amounts related to the Collateral shall be collected by the Custodian, credited to the Securities Account and shall constitute Collateral, unless and until released in accordance with Section 2(8). Any dividend, interest, cash or other amounts received by the Pledgor contrary to this Section 7(3) will be held by the Pledgor as trustee for the Secured Party and shall be immediately paid over to the Custodian, or after the giving of an Entitlement Order, to or to the order of ...
Rights of the Pledgor. Unless and until an Event of Default shall have occurred, the Pledgor shall have the following rights with regard to the Shares:
a. To vote the Shares or to give consents, waivers, and ratifications with respect to the Shares; provided, however, that no vote shall be cast, and no consent, waiver or ratification shall be given or action taken, which would have the effect of impairing the position or interest of the Agent in respect of the Collateral or which would authorize or effect: (i) the dissolution or liquidation of the Borrower, in whole or in part; or (ii) the sale of the Borrower (whether by merger, consolidation, sale of all or substantially all of the assets or stock of the Borrower or otherwise); and
b. To receive any Dividends declared on the Shares; provided, however, that the following Dividends shall remain subject to the liens created by this Agreement and shall be delivered to the Agent within two (2) Business Days following receipt thereof: (i) all Dividends paid or payable in connection with a partial or total liquidation or dissolution and (ii) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Collateral.
Rights of the Pledgor. Until the occurrence of an Event of Default which is continuing, the Pledgor is entitled to: (i) the Collateral and to receive all dividends and distributions on the Collateral; and (ii) in the Pledgor’s sole discretion, direct the Lender to redeem the Collateral in accordance with Section 37.6 and 37.7 of the Articles in full satisfaction of the Secured Obligations contemplated hereby.
Rights of the Pledgor. (1) Until (i) an Event of Default has occurred and is continuing, (ii) the Pledge has become enforceable, and (iii) the Bank has delivered written notice to the Pledgor suspending the Pledgor’s right to vote the Securities, the Pledgor shall be entitled to vote the Securities and to receive all dividends, payments or other distributions in respect thereof.
(2) Except as otherwise provided in the Loan Documents, whenever the Pledge has become enforceable and the Bank has delivered written notice to the Pledgor suspending the Pledgor’s right to vote the Securities, all rights of the Pledgor to exercise the voting and other rights or to receive the dividends, payments and other distributions it would otherwise be entitled to exercise or receive shall cease, and all such rights shall thereupon become vested solely and absolutely in the Bank.
(3) Any dividends, payments or other distributions received hereunder by (i) the Bank prior to the Pledge becoming enforceable in accordance with Section 2.5(1); or (ii) the Pledgor contrary to Section 2.5(2) or any other moneys or other property which may be received by the Pledgor at any time for or in respect of the Securities contrary thereto shall, in each case, be received by such party as trustee for the party entitled hereunder to receive such amounts and shall be forthwith paid over thereto.
