Common use of Intercreditor Votes; Each Party’s Entitlement to Vote Clause in Contracts

Intercreditor Votes; Each Party’s Entitlement to Vote. (a) Except as otherwise provided in this Section 3.03, each Voting Party shall be entitled to vote in each Intercreditor Vote under this Agreement. (b) Unless and until any Interest Rate Hedge Bank shall have delivered to the Collateral Agent and each Secured Party a Hedge Termination Certificate, such Interest Rate Hedge Bank shall not have (i) any voting rights with respect to Secured Obligations arising under any Interest Rate Hedging Agreement to which it is a party or (ii) any voting rights with respect to any Intercreditor Vote; provided that any such Interest Rate Hedge Bank shall at all times (subject to Section 3.03(c) and 3.03(d)) be a Voting Party for purposes of the definition of “Unanimous Voting Parties” in Section 1.01 hereof and for purposes of clauses (i) and (ii) of the proviso contained in Section 9.03. If, after the date of this Agreement, any Person becomes an Interest Rate Hedge Bank and such Person has not previously executed a counterpart of this Agreement or a Joinder Agreement in its capacity as an Interest Rate Hedge Bank, such Person shall execute and deliver to the Collateral Agent (x) a Joinder Agreement and (y) such other documentation as the Collateral Agent may reasonably request to evidence the due authorization, execution and delivery of this Agreement by such Person. By entering into or joining this Agreement, each Interest Rate Hedge Bank shall be deemed to have agreed to be bound by the provisions set forth in the other Financing Documents to which the Interest Rate Hedge Banks or the Collateral Agent, on behalf of the Secured Parties, is a party. (c) None of (i) any Affiliate of the Borrower or any Member that from time to time holds any Commitment, any Loan or any other interest in a Secured Obligation (other than, subject to Section 10.01 of the Credit Agreement and Section 9.03 hereunder, Macquarie Affiliates in their respective capacity as a Lender and Macquarie Bank Limited in its capacity as an Interest Rate Hedge Bank) or (ii) any Lender that has agreed, directly or indirectly, to vote or otherwise act at the direction or subject to the approval or disapproval of any Person identified in clause (i) (each a “Non-Voting Lender”) shall be entitled to participate in any Intercreditor Vote, and the Collateral Agent in determining the percentage of votes cast shall deem each Non-Voting Lender to have voted proportionately in accordance with the votes of the Lenders thereunder entitled to vote. (d) Notwithstanding any provision of this Agreement to the contrary, Macquarie Bank Limited, solely in its capacity as an Interest Rate Hedge Bank, shall not be entitled to vote on any matter that is subject to the vote of the Unanimous Voting Parties or be entitled to cast any “tie-breaker” vote on any matter.

Intercreditor Votes; Each Party’s Entitlement to Vote. (a) Except as otherwise provided in this Section 3.03, each Each Person that is a Designated Voting Party for a Senior Secured Debt Instrument shall be entitled to vote in each Intercreditor Vote and shall have a total number of votes (expressed in Dollars) equal to: (i) the aggregate outstanding principal amount of the Senior Secured Debt (including any and all amounts previously declared immediately due and payable or otherwise accelerated), plus (ii) the aggregate principal amount of undrawn Senior Secured Debt Commitments (without duplication of amounts counted under clause (i) of this Section 5.2(a) and not including any and all Senior Secured Debt Commitments for which the Availability Period has ended or that have been otherwise previously cancelled or terminated), plus (iii) the aggregate undrawn stated amount of any outstanding letters of credit (without duplication of amounts counted under clauses (i) or (ii) of this Section 5.2(a)), in each case, under the Senior Secured Debt Instrument for which such Senior Secured Debt Holder Representative is the Designated Voting Party. (b) Nothing in this Agreement shall affect in any way the percentage of votes required under any Senior Secured Debt Instrument to authorize or direct the Designated Voting Party under such Senior Secured Debt Instrument to vote on, to give any Consent, waiver or instruction, or to take other action which is subject to any Intercreditor Vote under this Agreement. (bc) Unless The Senior Secured Debt held by the Borrower, the Pledgor, the Equity Owners, any Affiliate of the Borrower, the Pledgor or the Equity Owners (in each of the foregoing cases, other than any TCF Senior Lender) shall be disregarded for purposes of calculating the total number of votes of a Designated Voting Party pursuant to Section 5.2(a), calculating the number of votes of Designated Voting Parties in the numerator and until denominator in calculating percentages pursuant to Section 5.3(a), and all other purposes of any Interest Rate Hedge Bank Intercreditor Vote. (d) Senior Secured Debt held by any Senior Secured Debt Holder that is a “Defaulting Lender” or similarly designated under any Senior Secured Debt Instrument shall have delivered (to the Collateral Agent extent specified in such Senior Secured Debt Instrument) be disregarded for purposes of calculating the total number of votes of a Designated Voting Party pursuant to Section 5.2(a), calculating the number of votes of Designated Voting Parties in the numerator and each denominator in calculating percentages pursuant to Section 5.3(a), and all other purposes of any Intercreditor Vote. (e) If, under the terms of any Senior Secured Party a Hedge Termination CertificateDebt Instrument, the Holders of Senior Secured Debt (or any Senior Secured Debt Holder Representative) outstanding under such Interest Rate Hedge Bank shall Senior Secured Debt Instrument do not have (i) the right to vote on, to give any voting rights consent, waiver or instruction, or to take other action with respect to Secured Obligations arising under any Interest Rate Hedging Agreement to the matter which it is a party or (ii) any voting rights with respect subject to any Intercreditor Vote; provided that any , the Senior Secured Debt held by such Interest Rate Hedge Bank Holders shall at all times (subject to Section 3.03(c) and 3.03(d)) be a Voting Party disregarded for purposes of calculating the definition total number of “Unanimous votes of a Designated Voting Parties” Party pursuant to Section 5.2(a) on such matter, calculating the number of votes of Designated Voting Parties in the numerator and denominator in calculating percentages pursuant to Section 1.01 hereof 5.3(a) on such matter, and for all other purposes of clauses (i) and (ii) the Intercreditor Vote on such matters. Notwithstanding the foregoing, if the Senior Secured Debt Holder Representative under any Senior Secured Debt Instrument is required, under the terms thereof, to vote or to give its consent, waiver, or instruction, or to take any other action on behalf of the proviso contained Holders of the Senior Secured Debt under such Senior Secured Debt Instrument (such Senior Secured Debt the “Instructed Debt”) in Section 9.03a manner consistent with the vote, consent, waiver, instruction or other action taken by a specified other Senior Secured Debt Holder Representative, the Instructed Debt shall not be disregarded and instead shall be taken into account and calculated accordingly. IfIf the Senior Secured Debt Holder Representative under any Senior Secured Debt Instrument is deemed, after under the date terms thereof, to vote or to give its consent, waiver, or instruction, or to take any other action on behalf of this Agreementthe Holders of the Senior Secured Debt under such Senior Secured Debt Instrument (such Senior Secured Debt the “Deemed Instructed Debt”), any Person becomes an Interest Rate Hedge Bank the Deemed Instructed Debt shall not be disregarded and instead shall be taken into account and calculated accordingly and such Person has not previously executed a counterpart vote or consent, waiver, or instruction or action on behalf of this Agreement or a Joinder Agreement in its capacity the Holders, as an Interest Rate Hedge Bank, such Person shall execute and deliver to the Collateral Agent (x) a Joinder Agreement and (y) such other documentation as the Collateral Agent may reasonably request to evidence the due authorization, execution and delivery of this Agreement by such Person. By entering into or joining this Agreement, each Interest Rate Hedge Bank applicable shall be deemed to have agreed occurred hereunder. With respect to be bound each Intercreditor Vote, each Senior Secured Debt Holder Representative under any Senior Secured Debt Instrument in respect of any Deemed Instructed Debt shall, upon request by the provisions set Borrower, deliver notice to the P1 Intercreditor Agent setting forth any matters in the respect of which such Senior Secured Debt Holder Representatives shall be deemed to vote or give its consent, waiver, or instruction, or take any other Financing Documents to which the Interest Rate Hedge Banks or the Collateral Agent, on behalf of the Secured Parties, is a partyaction. (cf) None If, under the terms of (i) any Affiliate of Senior Secured Credit Document, the Borrower P1 Intercreditor Agent or any Member that from time Senior Secured Creditor Representative is required to time holds any Commitmentact reasonably or is required to not unreasonably withhold its Consent, any Loan then each such Person shall be required to act reasonably or any other interest to not unreasonably withhold its Consent, as the case may be, in a Secured Obligation (other than, subject to Section 10.01 of the Credit Agreement and Section 9.03 hereunder, Macquarie Affiliates casting its vote in their respective capacity as a Lender and Macquarie Bank Limited in its capacity as an Interest Rate Hedge Bank) or (ii) any Lender that has agreed, directly or indirectly, to vote or otherwise act at the direction or subject to the approval or disapproval respect of any Person identified in clause (i) (each a “Non-Voting Lender”) shall be entitled to participate in any Intercreditor Vote, and the Collateral Agent in determining the percentage of votes cast shall deem each Non-Voting Lender to have voted proportionately in accordance with the votes of the Lenders thereunder entitled to vote. (d) Notwithstanding any provision of this Agreement to the contrary, Macquarie Bank Limited, solely in its capacity as an Interest Rate Hedge Bank, shall not be entitled to vote on any matter that is subject to the vote of the Unanimous Voting Parties or be entitled to cast any “tie-breaker” vote on any such matter.

Intercreditor Votes; Each Party’s Entitlement to Vote. (a) Except as otherwise expressly provided in this Section 3.03Agreement, each Voting Secured Party shall be entitled to vote in each Intercreditor Vote conducted under this Agreement. (b) Unless and until any Interest Rate Hedge Bank shall have delivered to the Collateral Agent and each Secured Party a Hedge Termination Certificate, such Interest Rate Hedge Bank shall not have (i) any voting rights with respect to Secured Obligations arising under any Interest Rate Hedging Agreement to which it is a party or (ii) any voting rights with respect to any Intercreditor Vote; provided that any such Interest Rate Hedge Bank shall at all times (subject to Section 3.03(c) and 3.03(d)) be a Voting Party for purposes of the definition of “Unanimous Voting Parties” in Section 1.01 hereof and for purposes of clauses (i) and (ii) of the proviso contained in Section 9.03. If, after the date of this Agreement, any Person becomes an Interest Rate Hedge Bank and such Person has not previously executed a counterpart of this Agreement or a Joinder Agreement in its capacity as an Interest Rate Hedge Bank, such Person shall execute and deliver to the Collateral Agent (x) a Joinder Agreement and (y) such other documentation as the Collateral Agent may reasonably request to evidence the due authorization, execution and delivery of this Agreement by such Person. By entering into or joining this Agreement, each Interest Rate Hedge Bank shall be deemed to have agreed to be bound by the provisions set forth in the other Financing Documents to which the Interest Rate Hedge Banks or the Collateral Agent, on behalf of the Secured Parties, is a party. (c) None of (iA) any Affiliate of the Borrower or any Member the Parent or Immediate Parent that from time to time holds any Commitment, Commitment or commitment under any Loan Replacement Letter of Credit Facility or any other interest in a Secured Obligation (other than, subject to Section 10.01 of the Credit Agreement and Section 9.03 hereunder, Macquarie Affiliates in their respective capacity as a Lender and Macquarie Bank Limited in its capacity as an Interest Rate Hedge Bank) or (iiB) any Lender Secured Party that has agreed, directly or indirectly, to vote or otherwise act at the direction or subject to the approval or disapproval of any Person identified in clause the foregoing item (A), shall be entitled to participate in any Intercreditor Vote or any vote under any Financing Document in which it is a Lender, and (ii) other than any Intercreditor Vote requiring the consent of the Unanimous Voting Parties pursuant to Section 8.01, unless and until any Swap Bank shall have delivered to each Agent a Swap Termination Certificate, such Swap Bank shall not have (A) any voting rights with respect to any Secured Obligations arising under any Permitted Swap Agreement to which it is a party or (B) any rights to participate in any Intercreditor Vote in its capacity as a Swap Bank (each of the parties referred to in clauses (i) and (each ii), a “Non-Voting Lender”) shall be entitled to participate in any Intercreditor Voteand each Agent, and the Collateral Agent in determining the percentage of votes cast (and instructions of the Required Secured Parties), shall deem each disregard the principal amount of Secured Obligations held by Non-Voting Lender to have voted proportionately Lenders in accordance with both the votes Numerator and Denominator of the Lenders thereunder entitled to calculation in determining the outcome of such vote. (d) Notwithstanding any provision of this Agreement to the contrary, Macquarie Bank Limited, solely in its capacity as an Interest Rate Hedge Bank, shall not be entitled to vote on any matter that is subject to the vote of the Unanimous Voting Parties or be entitled to cast any “tie-breaker” vote on any matter.