Common use of Voting Rights in Respect of the Pledged Collateral Clause in Contracts

Voting Rights in Respect of the Pledged Collateral. So long as no Event of Default shall occur and be continuing under any of the Financing Documents, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement, the other Financing Documents or the Intercreditor Agreement; provided, however, that such Pledgor will not exercise or will refrain from exercising any such voting and other consensual right pertaining to the Pledged Collateral, as the case may be, if such action would impair any Pledged Collateral. At any time and from time to time, after and during the continuation of an Event of Default, no Pledgor shall be permitted to exercise any of its respective voting and other consensual rights whatsoever pertaining to the Pledged Collateral or any part thereof; provided, however, in addition to the other rights with respect to the Pledged Collateral granted to the Collateral Agent and the Secured Parties hereunder, at any time and from time to time, after and during the continuation of an Event of Default, the Collateral Agent may exercise any and all voting and other consensual rights of each and every Pledgor pertaining to the Pledged Collateral or any part thereof. Without limiting the generality of the foregoing and in addition thereto, without the written consent of the Collateral Agent, the Pledgors shall not vote to enable, or take any other action to permit, any of the Companies to issue any stock, member interests, partnership interests or other equity securities, member interests, partnership interests or other ownership interests of any nature or to issue any other securities, shares, capital stock, member interests, partnership interests or other ownership interests convertible into or granting the right to purchase or exchange for any stock, member interests, partnership interests or other equity securities, member interests, partnership interests or other ownership interests of any nature of any such Company, unless all such additional stock, member interests, partnership interests, or other equity securities shall be Pledged Collateral subject to the terms of this Agreement. The Pledgors shall not enter into any agreement or undertaking restricting the right or ability of the Pledgor or the Collateral Agent to sell, assign or transfer any of the Pledged Collateral.

Voting Rights in Respect of the Pledged Collateral. So long as no Event of Default shall occur and be continuing under any of the Financing DocumentsIndenture, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement, Agreement or the other Financing Documents or the Intercreditor AgreementNoteholder Documents; provided, however, that such Pledgor will not exercise or will refrain from exercising any such voting and other consensual right pertaining to the Pledged Collateral, as the case may be, if such action would impair have a material adverse effect on the value of any Pledged Collateral. At any time and from time to time, after and during the continuation of an Event of Default, no Pledgor shall be permitted to exercise any of its respective voting and other consensual rights whatsoever pertaining to the Pledged Collateral or any part thereof; provided, however, in addition to the other rights with respect to the Pledged Collateral granted to the Collateral Agent Agent, the Trustee and the Secured Parties Noteholders for the benefit of itself and the Noteholders, hereunder, at any time and from time to time, after and during the continuation of an Event of DefaultDefault and subject to the provisions of any Collateral Agency Agreement, the Collateral Agent may exercise any and all voting and other consensual rights of each and every Pledgor pertaining to the Pledged Collateral or any part thereof. The Collateral Agent shall endeavor to provide the Issuer with notice at or about the time of the exercise by Collateral Agent of the voting or other consensual rights of such Pledgor pertaining to the Pledged Collateral, provided that the failure to provide such notice shall not in any way compromise or adversely affect the exercise of Collateral Agent’s rights or remedies hereunder. Without limiting the generality of the foregoing and in addition thereto, without the written consent of the Collateral Agent, the Pledgors shall not vote to enable, or take any other action to permit, any of the Companies to Company to: (i) issue any stock, member interests, partnership interests or other equity securities, member interests, partnership interests or other ownership interests of any nature or to issue any other securities, shares, capital stock, member interests, partnership interests investment property or other ownership interests convertible into or granting the right to purchase or exchange for any stock, member interests, partnership interests or other equity securities, member interests, partnership interests or other ownership interests of any nature of any such Company, unless all such additional stock, member interests, partnership interests, except as expressly permitted by the Indenture; or other equity securities shall be Pledged Collateral subject (ii) to the terms of this Agreement. The Pledgors shall not enter into any agreement or undertaking restricting the right or ability of the such Pledgor or the Collateral Agent to sell, assign or transfer any of the Pledged CollateralCollateral without the Collateral Agent’s prior written consent.

Voting Rights in Respect of the Pledged Collateral. So long as no Event of Default shall occur and be continuing under any of the Financing DocumentsCredit Agreement, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement, Agreement or the other Financing Documents or the Intercreditor AgreementLoan Documents; provided, however, that such Pledgor will not exercise or will refrain from exercising any such voting and other consensual right pertaining to the Pledged Collateral, as the case may be, if such action would impair have a material adverse effect on the value of any Pledged Collateral. At any time and from time to time, after and during the continuation of an Event of Default, no Pledgor shall be permitted to exercise any of its respective voting and other consensual rights whatsoever pertaining to the Pledged Collateral or any part thereof; provided, however, in addition to the other rights with respect to the Pledged Collateral granted to the Collateral Agent Secured Party, for the benefit of itself and the Secured Parties Lenders, hereunder, at any time and from time to time, after and during the continuation of an Event of Default, the Collateral Agent Secured Party may exercise any and all voting and other consensual rights of each and every Pledgor pertaining to the Pledged Collateral or any part thereof. The Secured Party shall endeavor to provide the Borrower with notice at or about the time of the exercise by Secured Party of the voting or other consensual rights of such Pledgor pertaining to the Pledged Collateral, provided that the failure to provide such notice shall not in any way compromise or adversely affect the exercise of Secured Party’s rights or remedies hereunder. Without limiting the generality of the foregoing and in addition thereto, without the written consent of the Collateral Agent, the Pledgors shall not vote to enable, or take any other action to permit, any of the Companies to Company to: (i) issue any stock, member interests, partnership interests or other equity securities, member interests, partnership interests or other ownership interests of any nature or to issue any other securities, shares, capital stock, member interests, partnership interests investment property or other ownership interests convertible into or granting the right to purchase or exchange for any stock, member interests, partnership interests or other equity securities, member interests, partnership interests or other ownership interests of any nature of any such Company, unless all such additional stock, member interests, partnership interests, except as expressly permitted by the Credit Agreement; or other equity securities shall be Pledged Collateral subject (ii) to the terms of this Agreement. The Pledgors shall not enter into any agreement or undertaking restricting the right or ability of the such Pledgor or the Collateral Agent Secured Party to sell, assign or transfer any of the Pledged CollateralCollateral without the Secured Party’s prior written consent.

Voting Rights in Respect of the Pledged Collateral. So long as no Event of Default shall occur and be continuing under any of the Financing DocumentsCredit Agreement, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement, Agreement or the other Financing Documents or the Intercreditor AgreementLoan Documents; provided, however, that such Pledgor will not exercise or will refrain from exercising any such voting and other consensual right pertaining to the Pledged Collateral, as the case may be, if such action would impair have a material adverse effect on the value of any Pledged Collateral. At any time and from time to time, after and during the continuation of an Event of Default, no Pledgor shall be permitted to exercise any of its respective voting and other consensual rights whatsoever pertaining to the Pledged Collateral or any part thereof; provided, however, in addition to the other rights with respect to the Pledged Collateral granted to the Collateral Agent and the Secured Parties hereunder, at any time and from time to time, after and during the continuation of an Event of Default, the Collateral Agent may exercise any and all voting and other consensual rights of each and every Pledgor pertaining to the Pledged Collateral or any part thereof. Without limiting the generality of the foregoing and in addition thereto, without the written consent of the Collateral Administrative Agent, the Pledgors shall not vote to enable, or take any other action to permit, any of the Companies to issue any stock, member interests, partnership interests or other equity securities, member interests, partnership interests or other ownership interests of any nature or to issue any other securities, shares, capital stock, member interests, partnership interests or other ownership interests convertible into or granting the right to purchase or exchange for any stock, member interests, partnership interests or other equity securities, member interests, partnership interests or other ownership interests of any nature of any such Company, unless and all such additional stock, member interests, partnership interests, or other equity securities consented to by the Administrative Agent shall be Pledged Collateral subject to the terms of this Agreement. The Pledgors shall not enter into any agreement or undertaking restricting the right or ability of the any Pledgor or the Collateral Administrative Agent to sell, assign or transfer any of the Pledged Collateral.

Voting Rights in Respect of the Pledged Collateral. So long as no Event of Default shall occur and be continuing under any of the Financing DocumentsSecured Note Indenture, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement, Agreement or the other Financing Documents or the Intercreditor AgreementNoteholder Documents; provided, however, that such Pledgor will not exercise or will refrain from exercising any such voting and other consensual right pertaining to the Pledged Collateral, as the case may be, if such action would impair have a material adverse effect on the value of any Pledged Collateral. At any time and from time to time, after and during the continuation of an Event of Default, no Pledgor shall be permitted to exercise any of its respective voting and other consensual rights whatsoever pertaining to the Pledged Collateral or any part thereof; provided, however, in addition to the other rights with respect to the Pledged Collateral granted to the Collateral Agent Secured Party, for the benefit of itself, the Trustee and the Secured Parties Noteholders, hereunder, at any time and from time to time, after and during the continuation of an Event of DefaultDefault and subject to the provisions of the Intercreditor Agreement, the Collateral Agent Secured Party may exercise any and all voting and other consensual rights of each and every Pledgor pertaining to the Pledged Collateral or any part thereof. The Secured Party shall endeavor to provide the Issuer with notice at or about the time of the exercise by the Secured Party of the voting or other consensual rights of such Pledgor pertaining to the Pledged Collateral, provided that the failure to provide such notice shall not in any way compromise or adversely affect the exercise of Secured Party’s rights or remedies hereunder. Without limiting the generality of the foregoing and in addition thereto, without the written consent of the Collateral Agent, the Pledgors shall not vote to enable, or take any other action to permit, any of the Companies to Company to: (i) issue any stock, member interests, partnership interests or other equity securities, member interests, partnership interests or other ownership interests of any nature or to issue any other securities, shares, capital stock, member interests, partnership interests investment property or other ownership interests convertible into or granting the right to purchase or exchange for any stock, member interests, partnership interests or other equity securities, member interests, partnership interests or other ownership interests of any nature of any such Company, unless all such additional stock, member interests, partnership interests, except as expressly permitted by the Secured Note Indenture; or other equity securities shall be Pledged Collateral subject (ii) to the terms of this Agreement. The Pledgors shall not enter into any agreement or undertaking restricting the right or ability of the such Pledgor or the Collateral Agent Secured Party to sell, assign or transfer any of the Pledged CollateralCollateral without the Secured Party’s prior written consent.

Voting Rights in Respect of the Pledged Collateral. So long as no Event of Default shall occur and be continuing under any of the Financing DocumentsCredit Agreement, each the Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement, Agreement or the other Financing Documents or the Intercreditor AgreementLoan Documents; provided, however, that such the Pledgor will not exercise or will refrain from exercising any such voting and other consensual right pertaining to the Pledged Collateral, as the case may be, (a) if such action would impair any Pledged Collateral. At any time and from time to time, after and during the continuation of an Event of Default, no Pledgor shall be permitted to exercise any of its respective voting and other consensual rights whatsoever pertaining to the Pledged Collateral or any part thereof; provided, however, in addition to the other rights with respect to the Pledged Collateral granted to the Collateral Agent and the Secured Parties hereunder, at any time and from time to time, after and during the continuation of an Event of Default, the Collateral Agent may exercise any and all voting and other consensual rights of each and every Pledgor pertaining to the Pledged Collateral or any part thereof. Without limiting the generality of the foregoing and in addition thereto, except as may be permitted pursuant to the terms of Section 11.5 of the Credit Agreement, without the written consent of the Collateral AgentSecured Party, the Pledgors Pledgor shall not vote to enable, or take any other action to permit, any of the Companies Company to issue any stock, member membership interests, partnership interests or other equity securities, member membership interests, partnership interests or other ownership interests of any nature or to issue any other securities, shares, capital stock, member membership interests, partnership interests or other ownership interests convertible into or granting the right to purchase or exchange for any stock, member membership interests, partnership interests or other equity securities, member membership interests, partnership interests or other ownership interests of any nature of any such Company, unless and all such additional stock, member membership interests, partnership interests, or other equity securities consented to by the Secured Party shall be Pledged Collateral subject to the terms of this Agreement. The Pledgors Pledgor shall not enter into any agreement or undertaking restricting the right or ability of the Pledgor or the Collateral Agent Secured Party to sell, assign or transfer any of the Pledged CollateralCollateral other than the Loan Documents.

Voting Rights in Respect of the Pledged Collateral. So long as no Event of Default shall occur and be continuing under any of the Financing DocumentsJunior Note Indenture, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement, Agreement or the other Financing Documents or the Intercreditor AgreementJunior Noteholder Documents; provided, however, that such Pledgor will not exercise or will refrain from exercising any such voting and other consensual right pertaining to the Pledged Collateral, as the case may be, if such action would impair have a material adverse effect on the value of any Pledged Collateral. At any time and from time to time, after and during the continuation of an Event of Default, no Pledgor shall be permitted to exercise any of its respective voting and other consensual rights whatsoever pertaining to the Pledged Collateral or any part thereof; provided, however, in addition to the other rights with respect to the Pledged Collateral granted to the Collateral Agent Secured Party, for the benefit of itself, the Junior Trustee and the Secured Parties Junior Noteholders, hereunder, at any time and from time to time, after and during the continuation of an Event of DefaultDefault and subject to the provisions of the Intercreditor Agreement and any Collateral Agency Agreement, the Collateral Agent Secured Party may exercise any and all voting and other consensual rights of each and every Pledgor pertaining to the Pledged Collateral or any part thereof. The Secured Party shall endeavor to provide the Issuer with notice at or about the time of the exercise by the Secured Party of the voting or other consensual rights of such Pledgor pertaining to the Pledged Collateral, provided that the failure to provide such notice shall not in any way compromise or adversely affect the exercise of Secured Party’s rights or remedies hereunder. Without limiting the generality of the foregoing and in addition thereto, without the written consent of the Collateral Agent, the Pledgors shall not vote to enable, or take any other action to permit, any of the Companies to Company to: (i) issue any stock, member interests, partnership interests or other equity securities, member interests, partnership interests or other ownership interests of any nature or to issue any other securities, shares, capital stock, member interests, partnership interests investment property or other ownership interests convertible into or granting the right to purchase or exchange for any stock, member interests, partnership interests or other equity securities, member interests, partnership interests or other ownership interests of any nature of any such Company, unless all such additional stock, member interests, partnership interests, except as expressly permitted by the Junior Note Indenture; or other equity securities shall be Pledged Collateral subject (ii) to the terms of this Agreement. The Pledgors shall not enter into any agreement or undertaking restricting the right or ability of the such Pledgor or the Collateral Agent Secured Party to sell, assign or transfer any of the Pledged CollateralCollateral without the Secured Party’s prior written consent.

Voting Rights in Respect of the Pledged Collateral. So long as no Event of Default shall occur and be continuing under any of the Financing DocumentsIndenture, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement, Agreement or the other Financing Documents or the Intercreditor AgreementNoteholder Documents; provided, however, that such Pledgor will not exercise or will refrain from exercising any such voting and other consensual right pertaining to the Pledged Collateral, as the case may be, if such action would impair have a material adverse effect on the value of any Pledged Collateral. At any time and from time to time, after and during the continuation of an Event of Default, no Pledgor shall be permitted to exercise any of its respective voting and other consensual rights whatsoever pertaining to the Pledged Collateral or any part thereof; provided, however, in addition to the other rights with respect to the Pledged Collateral granted to the Collateral Agent Agent, the Trustee and the Secured Parties Noteholders for the benefit of itself and the Noteholders, hereunder, at any time and from time to time, after and during the continuation of an Event of DefaultDefault and subject to the provisions of any Collateral Agency Agreement and any other intercreditor agreement entered into in connection with Indebtedness permitted under the Indenture, the Collateral Agent may exercise any and all voting and other consensual rights of each and every Pledgor pertaining to the Pledged Collateral or any part thereof. The Collateral Agent shall endeavor to provide the Issuer with notice at or about the time of the exercise by Collateral Agent of the voting or other consensual rights of such Pledgor pertaining to the Pledged Collateral, provided that the failure to provide such notice shall not in any way compromise or adversely affect the exercise of Collateral Agent’s rights or remedies hereunder. Without limiting the generality of the foregoing and in addition thereto, without the written consent of the Collateral Agent, the Pledgors shall not vote to enable, or take any other action to permit, any of the Companies to Company to: (i) issue any stock, member interests, partnership interests or other equity securities, member interests, partnership interests or other ownership interests of any nature or to issue any other securities, shares, capital stock, member interests, partnership interests investment property or other ownership interests convertible into or granting the right to purchase or exchange for any stock, member interests, partnership interests or other equity securities, member interests, partnership interests or other ownership interests of any nature of any such Company, unless all such additional stock, member interests, partnership interests, except as permitted by the Indenture; or other equity securities shall be Pledged Collateral subject to the terms of this Agreement. The Pledgors shall not (ii) enter into any agreement or undertaking restricting the right or ability of the such Pledgor or the Collateral Agent to sell, assign or transfer any of the Pledged CollateralCollateral without the Collateral Agent’s prior written consent, except as permitted by the Indenture.

Voting Rights in Respect of the Pledged Collateral. So long as no Event of Default shall occur and be continuing under any of the Financing DocumentsIndenture, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement, Agreement or the other Financing Documents or the Intercreditor AgreementNoteholder Documents; provided, however, that such Pledgor will not exercise or will refrain from exercising any such voting and other consensual right pertaining to the Pledged Collateral, as the case may be, if such action would impair have a material adverse effect on the value of any Pledged Collateral. At any time and from time to time, after and during the continuation of an Event of Default, no Pledgor shall be permitted to exercise any of its respective voting and other consensual rights whatsoever pertaining to the Pledged Collateral or any part thereof; provided, however, in addition to the other rights with respect to the Pledged Collateral granted to the Collateral Agent Agent, the Trustee and the Secured Parties Noteholders for the benefit of itself and the Noteholders, hereunder, at any time and from time to time, after and during the continuation of an Event of DefaultDefault and subject to the provisions of the Intercreditor Agreement, any Collateral Agency Agreement and any other intercreditor agreement entered into in connection with Indebtedness permitted under the Indenture, the Collateral Agent may exercise any and all voting and other consensual rights of each and every Pledgor pertaining to the Pledged Collateral or any part thereof. The Collateral Agent shall endeavor to provide the Issuer with notice at or about the time of the exercise by Collateral Agent of the voting or other consensual rights of such Pledgor pertaining to the Pledged Collateral, provided that the failure to provide such notice shall not in any way compromise or adversely affect the exercise of Collateral Agent’s rights or remedies hereunder. Without limiting the generality of the foregoing and in addition thereto, without the written consent of the Collateral Agent, the Pledgors shall not vote to enable, or take any other action to permit, any of the Companies to Company to: (i) issue any stock, member interests, partnership interests or other equity securities, member interests, partnership interests or other ownership interests of any nature or to issue any other securities, shares, capital stock, member interests, partnership interests investment property or other ownership interests convertible into or granting the right to purchase or exchange for any stock, member interests, partnership interests or other equity securities, member interests, partnership interests or other ownership interests of any nature of any such Company, unless all such additional stock, member interests, partnership interests, except as permitted by the Indenture; or other equity securities shall be Pledged Collateral subject to the terms of this Agreement. The Pledgors shall not (ii) enter into any agreement or undertaking restricting the right or ability of the such Pledgor or the Collateral Agent to sell, assign or transfer any of the Pledged CollateralCollateral without the Collateral Agent’s prior written consent, except as permitted by the Indenture.