Common use of Rights of the Pledgor Clause in Contracts

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 other agreement relating to such Indemnity Obligations, and Ashford so requires by notice to the Pledgor, all distributions received by the Pledgor on the Collateral shall be paid directly by the Pledgor to Ashford and retained by it as part of the Collateral, subject to the terms of this Agreement, and, if Ashford shall so request in writing, the Pledgor agrees to execute and deliver to Ashford appropriate additional distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such distribution theretofore paid to Ashford shall, upon request of the Pledgor (except to the extent theretofore applied to the Indemnity Obligations), be returned by Ashford to the Pledgor.

Rights of the Pledgor. If an event of default under the Note shall occur --------------------- and shall not be cured within thirty (a30) Unless an Event days after receipt by Pledgor from Pledgee of Default shall have occurred and be continuing and Ashford has notified written notice of such default, (i) the Pledgor to the contrary, the Pledgor Pledgee 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 cash dividends paid in respect of the CollateralPledged Stock and make application thereof to the Obligations in such order as it may determine, providedand (ii) all shares of the Pledged Stock shall be registered in the name of the Pledgee or its nominee, howeverand the Pledgee or its nominee may thereafter exercise (A) all voting, that corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the Corporation or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (i) distributions paid including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or payable other than fundamental change in cash in respect ofthe corporate structure of the Corporation, or upon the exercise by the Pledgor or the Pledgee of any right, privilege or option pertaining to such shares of the Pledged Stock, 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 therewith, the right to deposit and deliver any and all of the Pledged Stock with a partial any committee, depositary, transfer agent, registrar or total liquidation other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Pledgee shall have no duty to exercise any such right, privilege or dissolution option and shall not be responsible for any failure to do so or delay in connection with a reduction so doing. Effective upon the occurrence of capitalan uncured Event of Default under the Loan Agreement, capital surplus or paidPledgor hereby appoints Pledgee as his attorney-in-surplus, fact 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 proxy for the benefit purposes of Ashford, be segregated from exercising the other property or funds of the Pledgor, and be forthwith delivered to Ashford voting rights herein granted 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 other agreement relating to such Indemnity Obligations, and Ashford so requires by notice to the Pledgor, all distributions received by the Pledgor on the Collateral shall be paid directly by the Pledgor to Ashford and retained by it as part of the Collateral, subject to the terms of this Agreement, and, if Ashford shall so request in writing, the Pledgor agrees to execute and deliver to Ashford appropriate additional distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such distribution theretofore paid to Ashford shall, upon request of the Pledgor (except to the extent theretofore applied to the Indemnity Obligations), be returned by Ashford to the PledgorPledged Stock.