Common use of VOTING, ETC Clause in Contracts

VOTING, ETC. WHILE NO EVENT OF DEFAULT. For greater certainty, unless and until an Event of Default shall have occurred and be continuing, each Pledgor shall be entitled to (i) exercise any and all voting and other consensual rights pertaining to the Pledged Stock and to give all consents, waivers or ratifications in respect thereof and (ii) exercise any and all voting, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement or otherwise with respect to the Pledged Limited Liability Company Interests of such Pledgor and (y) any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor, in each case together with all other rights assigned pursuant to Sections 3.1(a)(iv)(E) and 3.1(a)(v)(E) hereof; provided, that no vote shall be cast or any consent, waiver or ratification given or any other action taken which would violate or be inconsistent with any of the terms of this Agreement or any other Secured Debt Agreement (as defined in Section 7 hereof), or which would have the effect of impairing the rights, priorities or remedies of the Pledgee or any other Secured Creditor under this Agreement or any other Secured Debt Agreement. Except in the case of ULC Shares which remain registered in the name of the Pledgor, all such rights of such Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default shall occur and be continuing, and Section 7 hereof shall become applicable.

VOTING, ETC. WHILE NO EVENT OF DEFAULT. For greater certainty, unless Unless and until an Event of Default there shall have occurred and be continuingcontinuing an Event of Default (or a Default under Section 9.1(e) of the Credit Agreement (or, after all First Lien Obligations have been paid in full in cash in accordance with the terms thereof, all Commitments under the Credit Agreement have been terminated and all Letters of Credit have been terminated or cash collateralized in a manner satisfactory to the Administrative Agent, Section 6.01(7) or 6.01(8) of the Senior Secured Notes Indenture)), each Pledgor shall be entitled to (i) exercise all voting rights attaching to any and all voting and other consensual rights pertaining to the Pledged Stock Collateral owned by it, and to give all consents, waivers or ratifications in respect thereof and (ii) exercise any and all votingthereof, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement or otherwise with respect to the Pledged Limited Liability Company Interests of such Pledgor and (y) any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor, in each case together with all other rights assigned pursuant to Sections 3.1(a)(iv)(E) and 3.1(a)(v)(E) hereof; provided, provided that no vote shall be cast or any consent, waiver or ratification given or any other action taken which would violate violate, result in breach of any covenant contained in, or be inconsistent with with, any of the terms of this Agreement, the Credit Agreement, any other Credit Document, any Interest Rate Agreement or any other Senior Secured Notes Document (collectively, the “Secured Debt Agreement (as defined in Section 7 hereofAgreements”), or which would have the effect of impairing the rights, priorities value of the Collateral or remedies any part thereof or the position or interests of the Pledgee or any other Secured Creditor under this Agreement or any other Secured Debt Agreementtherein. Except in the case of ULC Shares which remain registered in the name of the Pledgor, all All such rights of such a Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default (or a Default under Section 9.1(e) of the Credit Agreement (or, after all First Lien Obligations have been paid in full in cash in accordance with the terms thereof, all Commitments under the Credit Agreement have been terminated and all Letters of Credit have been terminated or cash collateralized in a manner satisfactory to the Administrative Agent, Section 6.01(7) or 6.01(8) of the Senior Secured Notes Indenture)) shall occur and be continuing, continuing and Section 7 hereof shall become applicable.

VOTING, ETC. WHILE NO EVENT OF DEFAULT. For greater certainty, unless Unless and until an Event of Default there shall have occurred and be continuingcontinuing an Event of Default and the Pledgee shall instruct the Pledgors otherwise (in writing), each Pledgor shall be entitled to (i) exercise any and all voting and other consensual rights pertaining to the Pledged Stock Collateral owned by it, and to give all consents, waivers or ratifications in respect thereof and (ii) exercise any and all voting, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement or otherwise with respect to the Pledged Limited Liability Company Interests of such Pledgor and (y) any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgorthereof; provided that, in each case together with all other rights assigned pursuant to Sections 3.1(a)(iv)(E) and 3.1(a)(v)(E) hereof; providedcase, that no vote shall be cast or any consent, waiver or ratification given or any other action taken or omitted to be taken which would violate violate, result in a breach of any covenant contained in, or be inconsistent with any of the terms of this Agreement or any other Secured Debt Agreement (as defined in Section 7 hereof)Agreement, or which would could reasonably be expected to have the effect of impairing the rights, priorities value of the Collateral or remedies any part thereof or the position or interests of the Pledgee or any other Secured Creditor under this Agreement or any other in the Collateral, unless expressly permitted by the terms of the Secured Debt AgreementAgreements. Except in the case of ULC Shares which remain registered in the name of the Pledgor, all All such rights of such each Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default shall occur has occurred and be continuingis continuing and the Pledgee has notified the Pledgors (in writing) that such rights have ceased, and Section 7 hereof shall become applicable.

VOTING, ETC. WHILE NO EVENT OF DEFAULT. For greater certainty, unless and until an Event of Default shall have occurred and be continuing, each Pledgor shall be entitled to (i) exercise any and all voting and other consensual rights pertaining to the Pledged Stock and to give all consents, waivers or ratifications in respect thereof and (ii) exercise any and all voting, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement constitutive document or otherwise with respect to the Pledged Limited Liability Company Interests of such Pledgor and (y) any partnership agreement constitutive document or otherwise with respect to the Pledged Partnership Interests of such Pledgor, in each case together with all other rights assigned pursuant to Sections 3.1(a)(iv)(E3.1(a)(ii)(E) and 3.1(a)(v)(E3.1(a)(iii)(E) hereof; provided, provided that no vote shall be cast or any consent, waiver or ratification given or any other action taken which would violate or be inconsistent with any of the terms of this Agreement or any other Secured Debt Agreement Document (as defined in Section 7 6 hereof), or which would have the effect of impairing the rights, priorities or remedies of the Pledgee or any other Secured Creditor under this Agreement or any other Secured Debt Agreement. Except in the case of ULC Shares which remain registered in the name of the Pledgor, all All such rights of such Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default shall occur and be continuing, and Section 7 6 hereof shall become applicable.

VOTING, ETC. WHILE NO EVENT OF DEFAULT. For greater certainty, unless Unless and until (i) an Event of Default shall have occurred and be continuingcontinuing under Sections 6.1(1) or (2) of the Indenture or (ii) an Event of Default shall have occurred and be continuing under any other provision of the Indenture and the obligations of the Company under the Indenture and the Notes shall have been accelerated pursuant to Section 6.2 of the Indenture (either, each Pledgor a "Voting Divestiture Event"), the Company shall be entitled to (i) exercise vote any and all voting and other consensual rights pertaining to of the Pledged Stock Securities and to give all consents, waivers or ratifications in respect thereof and (ii) exercise any and all voting, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement or otherwise with respect to the Pledged Limited Liability Company Interests of such Pledgor and (y) any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor, in each case together with all other rights assigned pursuant to Sections 3.1(a)(iv)(E) and 3.1(a)(v)(E) hereofthereof; provided, that no vote shall be cast or any consent, waiver or ratification given or any other action taken which would violate or be inconsistent with any of the terms of this Security Agreement, the Purchase Agreement or the Indenture or any other instrument or agreement relating to the Secured Debt Agreement (as defined in Section 7 hereof)Obligations, or which would have the effect of impairing the rights, priorities position or remedies interests of the Pledgee Collateral Agent or any other Secured Creditor Party hereunder or thereunder or which would authorize or effect actions prohibited under the terms of this Agreement Security Agreement, the Purchase Agreement, the Indenture or any other instrument or agreement relating to the Secured Debt AgreementObligations. Except in the case of ULC Shares which remain registered in the name of the Pledgor, all All such rights of such Pledgor the Company to vote and to give consents, waivers and ratifications shall cease in case the event that a Voting Divestiture Event has occurred and is continuing. The Company hereby grants to the Collateral Agent an Event irrevocable proxy to vote the Pledged Securities, which proxy shall be effective immediately upon the occurrence and during the continuance of Default shall occur and be continuing, and Section 7 hereof shall become applicable.a

VOTING, ETC. WHILE NO EVENT OF DEFAULT OR SPECIFIED DEFAULT. For greater certainty, unless Unless and until an Event of Default there shall have occurred and be continuingcontinuing an Event of Default or a Default under (or of the type described in) Section 10.01 or 10.05 of the Credit Agreement (each such Default, a "Specified Default"), each Pledgor shall be entitled to (i) exercise all voting rights attaching to any and all voting and other consensual rights pertaining to the Pledged Stock Collateral owned by it, and to give all consents, waivers or ratifications in respect thereof and (ii) exercise any and all votingthereof, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement or otherwise with respect to the Pledged Limited Liability Company Interests of such Pledgor and (y) any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor, in each case together with all other rights assigned pursuant to Sections 3.1(a)(iv)(E) and 3.1(a)(v)(E) hereof; provided, provided that no vote shall be cast or any consent, waiver or ratification given or any other action taken which would violate violate, result in breach of any covenant contained in, or be inconsistent with with, any of the terms of this Agreement or any other Secured Debt Agreement (as defined in Section 7 hereof)Agreement, or which would have the effect of impairing the rights, priorities value of the Collateral or remedies any part thereof or the position or interests of the Pledgee or any other Secured Creditor under this Agreement or any other Secured Debt Agreementtherein. Except in the case of ULC Shares which remain registered in the name of the Pledgor, all All such rights of such a Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default or a Specified Default shall occur and be continuing, continuing and Section 7 hereof shall become applicable.

VOTING, ETC. WHILE NO EVENT OF DEFAULT OR SPECIFIED DEFAULT. For greater certainty, unless Unless and until an Event of Default there shall have occurred and be continuingcontinuing any Event of Default under the Credit Agreement or a Default under Section 10.01 or 10.05 of the Credit Agreement (each such Default, a “Specified Default”), each Pledgor shall be entitled to (i) exercise any and all voting and other consensual rights pertaining to the Pledged Stock Collateral owned by it, and to give all consents, waivers or ratifications in respect thereof and (ii) exercise any and all voting, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement or otherwise with respect to the Pledged Limited Liability Company Interests of such Pledgor and (y) any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgorthereof; provided that, in each case together with all other rights assigned pursuant to Sections 3.1(a)(iv)(E) and 3.1(a)(v)(E) hereof; providedcase, that no vote shall be cast or any consent, waiver or ratification given or any other action taken or omitted to be taken which would violate violate, result in a breach of any covenant contained in, or be inconsistent with any of the terms of this Agreement or any other Secured Debt Agreement (as defined in Section 7 hereof)Agreement, or which would could reasonably be expected to have the effect of impairing the rights, priorities value of the Collateral or remedies any part thereof or the position or interests of the Pledgee or any other Secured Creditor under this Agreement or any other in the Collateral, unless expressly permitted by the terms of the Secured Debt AgreementAgreements. Except in the case of ULC Shares which remain registered in the name of the Pledgor, all All such rights of such each Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default shall occur has occurred and be is continuing, and Section 7 hereof shall become applicable.

VOTING, ETC. WHILE NO EVENT OF DEFAULT. For greater certainty, unless and until an Unless there shall be continuing any Event of Default shall have occurred or any Default under SECTION 10.1.6 or 10.1.7 of the Credit Agreement (each such Event of Default and be continuingsuch Default, a "SPECIFIED DEFAULT"), each Pledgor shall be entitled to (i) exercise any and all voting rights attaching to any and other consensual rights pertaining to the Pledged Stock all Collateral owned by it, and to give all consents, waivers or ratifications in respect thereof and (ii) exercise any and all votingthereof; PROVIDED, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement or otherwise with respect to the Pledged Limited Liability Company Interests of such Pledgor and (y) any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor, in each case together with all other rights assigned pursuant to Sections 3.1(a)(iv)(E) and 3.1(a)(v)(E) hereof; providedHOWEVER, that no vote shall be cast or any consent, waiver or ratification given or any other action taken which would violate violate, result in breach of any covenant contained in, or be inconsistent with with, any of the terms of this Agreement Agreement, the Credit Agreement, any of the other Loan Documents or any other Secured Debt Interest Rate Protection Agreement (as defined in Section 7 hereofcollectively, the "SECURED DEBT AGREEMENTS"), or which would have the effect of materially impairing the rights, priorities value of the Collateral or remedies any material part thereof or the position or interests of the Pledgee or any other Secured Creditor under this Agreement or any other Secured Debt Agreementtherein. Except in the case of ULC Shares which remain registered in the name of the Pledgor, all All such rights of such a Pledgor to vote and to give consents, waivers and ratifications with respect to all or any part of the Collateral owned by it shall cease in case an Event of if (a) any Specified Default shall occur and be continuing, and Section 7 hereof (b) the Pledgee shall become applicablenotify such Pledgor in writing of the Pledgee's decision to exercise such rights with respect to all or (as the case may be) such part of such Collateral.

VOTING, ETC. WHILE NO EVENT OF DEFAULT OR SPECIFIED DEFAULT. For greater certainty, unless Unless and until an Event of Default there shall have occurred and be continuingcontinuing any Event of Default under the Second-Lien Note Indenture or a Default under Section 7.1(a) or 7.1(g) of the Second-Lien Note Indenture (each such Default, a "Specified Default"), each Pledgor shall be entitled to (i) exercise any and all voting and other consensual rights pertaining to the Pledged Stock Collateral owned by it, and to give all consents, waivers or ratifications in respect thereof and (ii) exercise any and all voting, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement or otherwise with respect to the Pledged Limited Liability Company Interests of such Pledgor and (y) any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgorthereof; provided that, in each case together with all other rights assigned pursuant to Sections 3.1(a)(iv)(E) and 3.1(a)(v)(E) hereof; providedcase, that no vote shall be cast or any consent, waiver or ratification given or any other action taken or omitted to be taken which would violate violate, result in a breach of any covenant contained in, or be inconsistent with any of the terms of this Agreement or any other Secured Debt Agreement (as defined in Section 7 hereof)Agreement, or which would could reasonably be expected to have the effect of impairing the rights, priorities value of the Collateral or remedies any part thereof or the position or interests of the Pledgee or any other Secured Creditor under this Agreement or any other in the Collateral, unless expressly permitted by the terms of the Secured Debt AgreementAgreements. Except in the case of ULC Shares which remain registered in the name of the Pledgor, all All such rights of such each Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default shall occur has occurred and be is continuing, and Section 7 hereof shall become applicable.

VOTING, ETC. WHILE NO EVENT OF DEFAULT. For greater certainty, unless Unless and until an Event of Default there shall have occurred and be continuingcontinuing an Event of Default, each Pledgor shall be entitled to (i) exercise all voting rights attaching to any and all voting and other consensual rights pertaining to the Pledged Stock Collateral owned by it, and to give all consents, waivers or ratifications in respect thereof and (ii) exercise any and all voting, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement or otherwise with respect to the Pledged Limited Liability Company Interests of such Pledgor and (y) any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor, in each case together with all other rights assigned pursuant to Sections 3.1(a)(iv)(E) and 3.1(a)(v)(E) hereof; provided, provided that no vote shall be cast or any consent, waiver or ratification given or any other action taken which would violate violate, result in breach of any covenant contained in, or be inconsistent with with, any of the terms of this Agreement Agreement, the Credit Agreement, the DF Credit Agreement, the RSD Loan Agreement, the D&O Credit Agreement, any other Credit Document, any other DF Credit Document, any other RSD Loan Document, any other D&O Credit Document or any other Interest Rate Agreement (collectively, the "Secured Debt Agreement (as defined in Section 7 hereofAgreements"), or which would have the effect of impairing the rights, priorities value of the Collateral or remedies any part thereof in any material respect or the position or interests of the Pledgee or any other Secured Creditor under this Agreement or any other Secured Debt Agreementtherein. Except in the case of ULC Shares which remain registered in the name of the Pledgor, all All such rights of such each Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default shall occur and be continuing, continuing and Section 7 hereof shall become applicable.

VOTING, ETC. WHILE NO DESIGNATED EVENT OF DEFAULT. For greater certainty, unless Unless and until an Event of Default there shall have occurred and be continuingcontinuing any Designated Event of Default, each the Pledgor shall be entitled to (i) exercise any and all voting and other consensual rights pertaining to the Pledged Stock Collateral owned by it, and to give all consents, waivers or ratifications in respect thereof and (ii) exercise any and all voting, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement or otherwise with respect to the Pledged Limited Liability Company Interests of such Pledgor and (y) any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgorthereof; provided that, in each case together with all other rights assigned pursuant to Sections 3.1(a)(iv)(E) and 3.1(a)(v)(E) hereof; providedcase, that no vote shall be cast or any consent, waiver or ratification given or any other action taken or omitted to be taken which would violate violate, result in a breach of any covenant contained in, or be inconsistent with any of the terms of this Agreement or any other Secured Debt Agreement (as defined in Section 7 hereof)Agreement, or which would could reasonably be expected to have the effect of materially impairing the rights, priorities value of the Collateral or remedies any part thereof or the position or interests of the Pledgee or any other Secured Creditor under this Agreement or any other in the Collateral, unless expressly permitted by the terms of the Secured Debt AgreementAgreements. Except in the case of ULC Shares which remain registered in the name of the Pledgor, all All such rights of such the Pledgor to vote and to give consents, waivers and ratifications shall cease in case an a Designated Event of Default shall occur has occurred and be is continuing, and the Pledgee chooses to exercise the rights granted to it pursuant to Section 7 hereof shall become applicablehereof.

VOTING, ETC. WHILE NO EVENT OF DEFAULT. For greater certainty, unless Unless and until an Event of Default there shall have occurred and be continuingcontinuing an Event of Default (or a Default under Section 8.05 of the Credit Agreement), each the Pledgor shall be entitled to (i) exercise all voting rights attaching to any and all voting and other consensual rights pertaining to the Pledged Stock Collateral owned by it, and to give all consents, waivers or ratifications in respect thereof and (ii) exercise any and all voting, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement or otherwise with respect to the Pledged Limited Liability Company Interests of such Pledgor and (y) any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor, in each case together with all other rights assigned pursuant to Sections 3.1(a)(iv)(E) and 3.1(a)(v)(E) hereof; provided, PROVIDED that no vote shall be cast or any consent, waiver or ratification given or any other action taken which would violate violate, result in breach of any covenant contained in, or be inconsistent with with, any of the terms of this Agreement Agreement, the Credit Agreement, any other Credit Document or any other Interest Rate Agreement (collectively, the "Secured Debt Agreement (as defined in Section 7 hereofAgreements"), or which would have the effect of impairing the rights, priorities value of the Collateral or remedies any part thereof in any material respect or the position or interests of the Pledgee or any other Secured Creditor under this Agreement or any other Secured Debt Agreementtherein. Except in the case of ULC Shares which remain registered in the name of the Pledgor, all All such rights of such the Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default (or a Default under Section 8.05 of the Credit Agreement) shall occur and be continuing, continuing and Section 7 hereof shall become applicable.

VOTING, ETC. WHILE NO SPECIFIED EVENT OF DEFAULT. For greater certainty, unless Unless and until an Event of Default there shall have occurred and be continuingcontinuing (i) a Bankruptcy Default or Notified Acceleration Event or (ii) any other Event of Default or Acceleration Event, each but in the case of this clause (ii) only to the extent the Pledgee (acting at the direction of the Required Secured Creditors) has so notified the Pledgor, the Pledgor shall be entitled to (i) exercise vote any and all voting and other consensual rights pertaining to the Pledged Stock Securities owned by it, and to give all consents, waivers or ratifications in respect thereof and (ii) exercise any and all votingthereof, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement or otherwise with respect to the Pledged Limited Liability Company Interests of such Pledgor and (y) any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor, in each case together with all other rights assigned pursuant to Sections 3.1(a)(iv)(E) and 3.1(a)(v)(E) hereof; provided, provided that no vote shall be cast or any consent, waiver or ratification given or any other action taken which would violate violate, result in breach of any covenant contained in, or be inconsistent with with, any of the terms of this Agreement, the Credit Agreement, any other Credit Document, any Interest Rate Protection or Other Hedging Agreement or any other Secured Debt Agreement (as defined in Section 7 hereof)Senior Note Document, or which would have the effect of impairing the rights, priorities or remedies value of the Pledgee or Collateral (other than any other Secured Creditor under this Agreement or any other Secured Debt Agreement. Except impairment in the case form of ULC Shares which remain registered a decline in the name market value of such Pledged Security which occurred solely as a result of any vote relating to the manner in which the business of the Pledgor, all corporation issuing such rights of such Pledgor Pledged Security is to vote and to give consents, waivers and ratifications shall cease in case an Event of Default shall occur and be continuing, and Section 7 hereof shall become applicable.be

VOTING, ETC. WHILE NO EVENT OF DEFAULT. For greater certainty, unless Unless and until an Event of Default there shall have occurred and be continuingcontinuing an Event of Default and written notice thereof shall have been given by the Pledgee to the relevant Pledgor (provided, that if an Event of Default specified in Section 9.05 of the Credit Agreement shall occur, no such notice shall be required), each Pledgor shall be entitled to (i) exercise any and all voting and other consensual rights pertaining to the Pledged Stock Collateral owned by it, and to give all consents, waivers or ratifications in respect thereof and (ii) exercise any and all voting, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement or otherwise with respect to the Pledged Limited Liability Company Interests of such Pledgor and (y) any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgorthereof; provided that, in each case together with all other rights assigned pursuant to Sections 3.1(a)(iv)(E) and 3.1(a)(v)(E) hereof; providedcase, that no vote shall be cast or any consent, waiver or ratification given or any other action taken or omitted to be taken which would violate or be inconsistent with any of the terms of this Agreement, the Credit Agreement, any other Credit Document or any Interest Rate Protection Agreement or any other Other Hedging Agreement entitled to the benefits of this Agreement (collectively, the "Secured Debt Agreement (as defined in Section 7 hereofAgreements"), or which would have the effect of impairing the rights, priorities position or remedies interests of the Pledgee or any other Secured Creditor under this Agreement or any other Secured Debt Agreement. Except in the case of ULC Shares which remain registered in the name of the Pledgor, all Collateral. All such rights of such each Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default has occurred and is continuing and written notice thereof shall occur and be continuinghave been given to the relevant Pledgor as (but only to the extent) described above in this Section 5, and Section 7 hereof shall become applicable.

VOTING, ETC. WHILE NO EVENT OF DEFAULT. For greater certainty, unless Unless and until an Event of Default there shall have occurred and be continuingcontinuing an Event of Default, each Pledgor shall be entitled to (i) exercise any and all (i) voting and other consensual rights pertaining to the Pledged Stock Securities owned by it, and to give all consents, waivers or ratifications in respect thereof thereof, and (ii) exercise any and all voting, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement or otherwise with respect to the Pledged Limited Liability Company Interests of such Pledgor and (y) any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor; provided, that, in each case together with all other rights assigned pursuant to Sections 3.1(a)(iv)(E) and 3.1(a)(v)(E) hereof; providedcase, that no vote shall be cast or any consent, waiver or -------- ratification given or any other action taken or omitted to be taken which would violate or be inconsistent with any of the terms of this Agreement, the Credit Agreement, any other Credit Document or any Interest Rate Protection Agreement or any other Other Hedging Agreement (collectively, the "Secured Debt Agreement (as defined in Section 7 hereofAgreements"), or which would have the effect of impairing the rights, priorities value of the Collateral or remedies any part thereof or the position or interests of the Pledgee or any other Secured Creditor under this Agreement or any other Secured Debt Agreement. Except in the case of ULC Shares which remain registered in the name of the Pledgor, all Collateral. All such rights of such each Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default shall occur has occurred and be is continuing, and Section 7 hereof shall become applicable.

VOTING, ETC. WHILE NO EVENT OF DEFAULT. For greater certainty, unless Unless and until an Event of Default there shall have occurred and be continuingcontinuing an Event of Default (or a Default under Section 9.1(e) of the Credit Agreement (or, after all First Lien Obligations have been paid in full in cash in accordance with the terms thereof, all Commitments under the Credit Agreement have been terminated and all Letters of Credit have been terminated or cash collateralized in a manner satisfactory to the Administrative Agent, Section 6.01(7) or 6.01(8) of the Senior Secured Notes Indenture)), each Pledgor shall be entitled to (i) exercise all voting rights attaching to any and all voting and other consensual rights pertaining to the Pledged Stock Collateral owned by it, and to give all consents, waivers or ratifications in respect thereof and (ii) exercise any and all votingthereof, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement or otherwise with respect to the Pledged Limited Liability Company Interests of such Pledgor and (y) any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor, in each case together with all other rights assigned pursuant to Sections 3.1(a)(iv)(E) and 3.1(a)(v)(E) hereof; provided, PROVIDED that no vote shall be cast or any consent, waiver or ratification given or any other action taken which would violate violate, result in breach of any covenant contained in, or be inconsistent with with, any of the terms of this Agreement, the Credit Agreement, any other Credit Document, any Interest Rate Agreement or any other Senior Secured Debt Agreement Notes Document (as defined in Section 7 hereofcollectively, the "SECURED DEBT AGREEMENTS"), or which would have the effect of impairing the rights, priorities value of the Collateral or remedies any part thereof or the position or interests of the Pledgee or any other Secured Creditor under this Agreement or any other Secured Debt Agreementtherein. Except in the case of ULC Shares which remain registered in the name of the Pledgor, all All such rights of such a Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default (or a Default under Section 9.1(e) of the Credit Agreement (or, after all First Lien Obligations have been paid in full in cash in accordance with the terms thereof, all Commitments under the Credit Agreement have been terminated and all Letters of Credit have been terminated or cash collateralized in a manner satisfactory to the Administrative Agent, Section 6.01(7) or 6.01(8) of the Senior Secured Notes Indenture)) shall occur and be continuing, continuing and Section 7 hereof shall become applicable.

VOTING, ETC. WHILE NO EVENT OF DEFAULT. For greater certainty, unless Unless and until (i) an Event of Default shall have occurred and be continuingcontinuing and (ii) written notice thereof shall have been given by the Pledgee to the Pledgor (PROVIDED, each that if an Event of Default specified in Section 10(f) or 10(g) of the Credit Agreement shall occur, no such notice shall be required), the Pledgor shall be entitled to (i) exercise any and all voting and other consensual rights pertaining to the Pledged Stock Securities and to give all consents, waivers or ratifications in respect thereof and (ii) exercise any and all votingthereof, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement or otherwise with respect to the Pledged Limited Liability Company Interests of such Pledgor and (y) any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor, in each case together with all other rights assigned pursuant to Sections 3.1(a)(iv)(E) and 3.1(a)(v)(E) hereof; providedPROVIDED, that no vote shall be cast or any consent, waiver or ratification given or any other action taken which would violate or be inconsistent with any of the terms of this Agreement, the Credit Agreement or any other Basic Document (collectively, the "Secured Debt Agreement (as defined in Section 7 hereofAgreements"), or which would have the effect of impairing the rights, priorities position or remedies interests of the Pledgee Pledgee, except to the extent such violation, inconsistency or any other Secured Creditor under this Agreement or any other Secured Debt Agreementimpairment shall be waived in accordance with the terms of Section 19 hereof. Except in the case of ULC Shares which remain registered in the name of the Pledgor, all All such rights of such the Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default shall occur and be continuing, and Section 7 hereof shall become applicable.

VOTING, ETC. WHILE NO EVENT OF DEFAULT. For greater certainty, unless Unless and until an Event of Default there shall have occurred and be continuingcontinuing a Noticed Event of Default, each Pledgor shall be entitled to (i) exercise any and all voting and other consensual rights pertaining to the Pledged Stock Collateral owned by it, and to give all consents, waivers or ratifications in respect thereof and (ii) exercise any and all voting, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement or otherwise with respect to the Pledged Limited Liability Company Interests of such Pledgor and (y) any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgorthereof; provided that, in each case together with all other rights assigned pursuant to Sections 3.1(a)(iv)(E) and 3.1(a)(v)(E) hereof; providedcase, that no vote shall be cast or any consent, waiver or ratification given or any other action taken which would violate or omitted to be inconsistent with taken in any manner that could materially and adversely affect the rights inuring to a holder of any Collateral or the rights and remedies of any of the terms of Pledgee or the Secured Creditors under this Agreement or the Credit Agreement or any other Secured Debt Agreement (as defined in Section 7 hereof), Credit Document or which would have the effect of impairing the rights, priorities or remedies ability of the Pledgee or any other Secured Creditor under this Agreement or any other Secured Debt AgreementCreditors to exercise the same. Except in the case of ULC Shares which remain registered in the name of the Pledgor, all All such rights of such each Pledgor to vote and to give consents, waivers and ratifications shall cease in case an a Noticed Event of Default shall occur has occurred and be is continuing, and Section 7 hereof shall become applicable. As used herein, a "Noticed Event of Default" shall mean (i) an Event of Default with respect to any Assignor under clause (h), (i) or (j) of Section 11 of the Credit Agreement and (ii) any other Event of Default in respect to which the Collateral Agent has given the U.S. Borrower notice that such Event of Default constitutes a "Noticed Event of Default".

VOTING, ETC. WHILE NO EVENT OF DEFAULT. For greater certainty, unless Unless and until an Event of Default there shall have occurred and be continuingcontinuing an Event of Default or a Default under Section 9.01 or 9.05 of the Credit Agreement (each such Default, a "Specified Default"), each Pledgor shall be entitled to (i) exercise all voting rights attaching to any and all voting and other consensual rights pertaining to the Pledged Stock Collateral owned by it, and to give all consents, waivers or ratifications in respect thereof and (ii) exercise any and all votingthereof, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement or otherwise with respect to the Pledged Limited Liability Company Interests of such Pledgor and (y) any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor, in each case together with all other rights assigned pursuant to Sections 3.1(a)(iv)(E) and 3.1(a)(v)(E) hereof; provided, provided that no vote shall be cast or any consent, waiver or ratification given or any other action taken which would violate violate, result in breach of any covenant contained in, or be inconsistent with with, any of the terms of this Agreement, the Credit Agreement, any other Credit Document or any Interest Rate Protection Agreement or any other Other Hedging Agreement (collectively, the "Secured Debt Agreement (as defined in Section 7 hereofAgreements"), or which would have the effect of impairing the rights, priorities value of the Collateral or remedies any part thereof or the position or interests of the Pledgee or any other Secured Creditor under this Agreement therein, except to the extent such violation, inconsistency or any other Secured Debt Agreementimpairment shall be waived in accordance with the terms of Section 22 hereof. Except in the case of ULC Shares which remain registered in the name of the Pledgor, all All such rights of such a Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default or a Specified Default shall occur and be continuing, continuing and Section 7 hereof shall become applicable.

VOTING, ETC. WHILE NO EVENT OF DEFAULT. For greater certainty, unless and until an Event of Default shall have occurred and be continuing, each Pledgor shall be entitled to (i) exercise any and all voting and other consensual rights pertaining to the Pledged Stock and to give all consents, waivers or ratifications in respect thereof and (ii) exercise any and all voting, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement or otherwise with respect to the Pledged Limited Liability Company Interests of such Pledgor and (y) any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor, in each case together with all other rights assigned pursuant to Sections 3.1(a)(iv)(E) and 3.1(a)(v)(E) hereof; provided, provided that no vote shall be cast or any consent, waiver or ratification given or any other action taken which would violate or be inconsistent with any of the terms of this Agreement or any other Secured Debt Agreement (as defined in Section 7 hereof), or which would have the effect of impairing the rights, priorities or remedies of the Pledgee or any other Secured Creditor under this Agreement or any other Secured Debt Agreement. Except in the case of ULC Shares which remain registered in the name of the Pledgor, all All such rights of such Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default shall occur and be continuing, and Section 7 hereof shall become applicable.

VOTING, ETC. WHILE NO EVENT OF DEFAULTWhile No Event of Default. For greater certainty, unless Unless and until an Event of Default there shall have occurred and be continuingcontinuing an Event of Default and Collateral Agent shall have given notice to the Pledgor of Collateral Agent's intent to exercise its corresponding rights pursuant to Section 7, each the Pledgor shall be entitled to (i) exercise any and all voting and other consensual rights pertaining attaching to the Pledged Stock any and all Collateral owned by it, and to give all consents, waivers or ratifications in respect thereof and (ii) exercise any and all votingthereof, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement or otherwise with respect to the Pledged Limited Liability Company Interests of such Pledgor and (y) any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor, in each case together with all other rights assigned pursuant to Sections 3.1(a)(iv)(E) and 3.1(a)(v)(E) hereof; provided, provided that no vote shall be cast or any consent, waiver or ratification given or any other action taken which would (a) violate or be inconsistent with in any material respect any of the terms of of, or result in a breach in any material respect of, any covenant contained in this Agreement, the Credit Agreement or any other Secured Debt Agreement (as defined in Section 7 hereof)Loan Document, or which would have the effect of impairing the rights, priorities or remedies of the Pledgee or any other Secured Creditor under this Note Agreement or any other Secured Debt AgreementSenior Note Document or (b) affect the Collateral or the Creditors’ rights to such Collateral in any materially adverse way. Except in the case of ULC Shares which remain registered in the name of the Pledgor, all All such rights of such the Pledgor to vote and to give consents, waivers and ratifications shall cease in case upon both (i) the occurrence and during the continuance of an Event of Default shall occur and (ii) Collateral Agent providing written notice to the Pledgor that it intends to exercise it remedies pursuant to Section 7 (which notice may be contemporaneous) (and, for the avoidance of doubt, if such Event of Default is cured or waived in accordance with the Loan Documents or Senior Note Documents, as applicable, and no other Events of Default are then continuing, such rights to vote and Section 7 hereof give consents, waivers and ratifications shall become applicablebe automatically reinstated to the Pledgor as described above).

VOTING, ETC. WHILE NO EVENT OF DEFAULTWhile No Event of Default. For greater certaintySubject to the applicable Intercreditor Agreements, unless and until an Event of Default there shall have occurred and be continuingcontinuing an Event of Default and the Assignee shall instruct the Assignors otherwise (in writing), each Pledgor Assignor shall be entitled to (i) exercise any and all voting and other consensual rights pertaining to the Pledged Stock Collateral owned by it, and to give all consents, waivers or ratifications in respect thereof and (ii) exercise any and all voting, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement or otherwise with respect to the Pledged Limited Liability Company Interests of such Pledgor and (y) any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgorthereof; provided that, in each case together with all other rights assigned pursuant to Sections 3.1(a)(iv)(E) and 3.1(a)(v)(E) hereof; providedcase, that no vote shall be cast or any consent, waiver or ratification given or any other action taken or omitted to be taken which would violate violate, result in a breach of any covenant contained in, or be inconsistent with any of the terms of this Agreement or any other Secured Debt Agreement (as defined in Section 7 hereof)Credit Document, or which would could reasonably be expected to have the effect of impairing the rights, priorities or remedies value of the Pledgee Pledged Collateral or any part thereof or the position or interests of the Assignee or any other Secured Creditor under this Agreement or any other Secured Debt Agreement. Except in the case of ULC Shares which remain registered in Pledged Collateral, unless expressly permitted by the name terms of the Pledgor, all Credit Documents. All such rights of such Pledgor each Assignor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default shall occur has occurred and be continuingis continuing and the Assignee has notified the Assignors (in writing) that such rights have ceased, and Section 7 Article IX hereof shall become applicable.

VOTING, ETC. WHILE NO EVENT OF DEFAULT. For greater certainty, unless Unless and until an Event of Default there shall have occurred and be continuingcontinuing an Event of Default and written notice thereof shall have been given by the Pledgee to the relevant Pledgor (provided, that if an Event of Default specified in Section 9.05 of the Credit Agreement shall occur, no such notice shall be required), each Pledgor shall be entitled to (i) exercise any and all voting and other consensual rights pertaining to the Pledged Stock Collateral owned by it, and to give all consents, waivers or ratifications in respect thereof and (ii) exercise any and all voting, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement or otherwise with respect to the Pledged Limited Liability Company Interests of such Pledgor and (y) any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgorthereof; provided that, in each case together with all other rights assigned pursuant to Sections 3.1(a)(iv)(E) and 3.1(a)(v)(E) hereof; providedcase, that no vote shall be cast or any consent, waiver or ratification given or any other action taken or omitted to be taken which would violate or be inconsistent with any of the terms of this Agreement, the Credit Agreement, any other Credit Document or any Interest Rate Protection Agreement or any other Other Hedging Agreement entitled to the benefits of this Agreement (collectively, the "Secured Debt Agreement (as defined in Section 7 hereofAgreements"), or which would have the effect of impairing the rights, priorities position or remedies interests of the Pledgee or any other Secured Creditor under this Agreement or any other Secured Debt Agreement. Except in the case of ULC Shares which remain registered in the name of the Pledgor, all Collateral. All such rights of such each Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default has occurred and is continuing and written notice thereof shall occur and be continuinghave been given to the relevant Pledgor as (but only to the extent) described above, and Section 7 hereof shall become applicable.

VOTING, ETC. WHILE NO NOTICED EVENT OF DEFAULT. For greater certainty, unless Unless and until an a Noticed Event of Default shall have occurred and be continuing, each the Pledgor shall be entitled to (i) exercise any and all voting and other consensual rights pertaining to the Pledged Stock Shares and to give all consents, waivers or ratifications in respect thereof and (ii) exercise any and all voting, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement or otherwise with respect to the Pledged Limited Liability Company Interests of such Pledgor and (y) any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor, in each case together with all other rights assigned pursuant to Sections 3.1(a)(iv)(E) and 3.1(a)(v)(E) hereofthereof; provided, that no vote shall be cast or any consent, waiver or ratification given or any other action taken which would violate or be inconsistent with any of the terms of this Agreement or any other Secured Debt Agreement (as defined in Section 7 hereof)Credit Document, or which would have the effect of impairing the rights, priorities or remedies of the Pledgee or any other Secured Creditor under this Agreement or any other Secured Debt AgreementCredit Document. Except in the case of ULC Shares which remain registered in the name of the Pledgor, all All such rights of such the Pledgor to vote and to give consents, waivers and ratifications shall cease in case an a Noticed Event of Default shall occur and be continuing, and Section 7 6 hereof shall become applicable. As used herein, a "Noticed Event of Default" shall mean (i) an Event of Default with respect to any Borrower under Section 9.05 of the Credit Agreement and (ii) any other Event of Default in respect of which the Pledgee has given the Pledgor notice that such Event of Default constitutes a "Noticed Event of Default". Immediately following the occurrence of a Noticed Event of Default, the Pledgor shall give the Pledgee a signed and dated power of attorney granting the Pledgee the right to vote all of the Pledged Shares in respect of each and every future shareholders meeting.

VOTING, ETC. WHILE NO EVENT OF DEFAULT. For greater certainty, unless Unless and until (i) an Event of Default shall have occurred and be continuingcontinuing under Sections 6.1(1) or (2) of the Indenture or (ii) an Event of Default shall have occurred and be continuing under any other provision of the Indenture and the obligations of Terex under the Indenture and the Notes shall have been accelerated pursuant to Section 6.2 of the Indenture (either, a "Voting Divestiture Event"), each Pledgor Company shall be entitled to (i) exercise vote any and all voting and other consensual rights pertaining to of the Pledged Stock Securities and to give all consents, waivers or ratifications in respect thereof and (ii) exercise any and all voting, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement or otherwise with respect to the Pledged Limited Liability Company Interests of such Pledgor and (y) any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor, in each case together with all other rights assigned pursuant to Sections 3.1(a)(iv)(E) and 3.1(a)(v)(E) hereofthereof; provided, that no vote shall be cast or any consent, waiver or ratification given or any other action taken which would violate or be inconsistent with any of the terms of this Security Agreement, the Purchase Agreement or the Indenture or any other instrument or agreement relating to the Secured Debt Agreement (as defined in Section 7 hereof)Obligations, or which would have the effect of impairing the rights, priorities position or remedies interests of the Pledgee Collateral Agent or any other Secured Creditor Party hereunder or thereunder or which would authorize or effect actions prohibited under the terms of this Agreement Security Agreement, the Purchase Agreement, the Indenture or any other instrument or agreement relating to the Secured Debt AgreementObligations. Except in the case of ULC Shares which remain registered in the name of the Pledgor, all All such rights of such Pledgor each Company to vote and to give consents, waivers and ratifications shall cease in case the event that a Voting Divestiture Event has occurred and is continuing. Each Company hereby grants to the Collateral Agent an Event irrevocable proxy to vote the Pledged Securities, which proxy shall be effective immediately upon the occurrence and during the continuance of Default shall occur and be continuing, and Section 7 hereof shall become applicable.a

VOTING, ETC. WHILE NO EVENT OF SPECIFIED DEFAULT. For greater certainty, unless Unless and until an a Default under Section 10.01 or 10.05 of the Credit Agreement, any other payment default in respect of the Obligations, or any Event of Default under the Credit Agreement (with each such Default or Event of Default being herein called a "Specified Default") shall have occurred and be continuing, each Pledgor shall be entitled to (i) exercise any and all voting and other consensual rights pertaining to the Pledged Stock Securities and to give all consents, waivers or ratifications in respect thereof and (ii) exercise any and all voting, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement or otherwise with respect to the Pledged Limited Liability Company Interests of such Pledgor and (y) any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor, in each case together with all other rights assigned pursuant to Sections 3.1(a)(iv)(E) and 3.1(a)(v)(E) hereofthereof; provided, that no vote shall be cast or any consent, waiver or ratification given or any other action taken which would violate or be inconsistent with any of the terms of this Agreement, any other Credit Document or any Interest Rate Protection Agreement or any other Other Hedging Agreement (collectively, the "Secured Debt Agreement (as defined in Section 7 hereofAgreements"), or which would have the effect of impairing the rights, priorities or remedies of the Pledgee or any other Secured Creditor under this Agreement or any other Secured Debt Agreement. Except in the case of ULC Shares which remain registered in the name of the Pledgor, all All such rights of such Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of a Specified Default shall occur and be continuing, and Section 7 8 hereof shall become applicable.

VOTING, ETC. WHILE NO EVENT OF DEFAULT. For greater certainty, unless Unless and until an Event of Default there shall have occurred and be continuingcontinuing an Event of Default, each Pledgor shall be entitled to (i) exercise any and all voting and other consensual rights pertaining to the Pledged Stock Collateral owned by it, and to give all consents, waivers or ratifications in respect thereof and (ii) exercise any and all voting, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement or otherwise with respect to the Pledged Limited Liability Company Interests of such Pledgor and (y) any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgorthereof; provided that, in each case together with all other rights assigned pursuant to Sections 3.1(a)(iv)(E) and 3.1(a)(v)(E) hereof; providedcase, that no vote shall be cast or any consent, waiver or ratification given or any other action taken or omitted to be taken which would violate violate, result in a breach of any covenant contained in, or be inconsistent with any of the terms of this Agreement or any other Secured Debt Agreement (as defined in Section 7 hereof)Credit Document, or which would could reasonably be expected to have the effect of materially impairing the rights, priorities or remedies value of the Pledgee or any other Secured Creditor under this Agreement or any other Secured Debt Agreement. Except in Collateral, taken as a whole, unless expressly permitted by the case of ULC Shares which remain registered in the name terms of the Pledgor, all Credit Documents. All such rights of such each Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default shall occur has occurred and be is continuing, and Section 7 hereof shall become applicable. Unless and until there shall have occurred and be continuing an Event of Default, the Pledgee shall not deliver any instructions or orders to any issuer of Uncertificated Securities, Limited Liability Company Interests and/or Partnership Interests under any agreement entered into pursuant to Section 3.2(a)(ii) hereof.

VOTING, ETC. WHILE NO EVENT OF DEFAULT. For greater certainty, unless Unless and until an Event of Default shall have has occurred and be continuingcontinuing and the Pledgee shall have notified the relevant Pledgor that such Pledgor may no longer exercise the rights referred to below (except that no such notice shall be required in the case of an Event of Default specified in Section 9.05 of the Credit Agreement with respect to such Pledgor (a "Bankruptcy Event of Default")), each such Pledgor shall be entitled to (i) exercise any and all voting and other consensual rights pertaining to the Pledged Stock Securities owned by it, and to give all consents, waivers or ratifications in respect thereof and (ii) exercise any and all votingthereof, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement or otherwise with respect to the Pledged Limited Liability Company Interests of such Pledgor and (y) any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor, in each case together with all other rights assigned pursuant to Sections 3.1(a)(iv)(E) and 3.1(a)(v)(E) hereof; provided, PROVIDED that no vote shall be cast or any consent, waiver or ratification given or any other action taken which would violate or be inconsistent with any of the terms of this Agreement any Credit Document or any other Secured Interest Rate Agreement (collectively, the "Secured Debt Agreement (as defined in Section 7 hereofAgreement"), or which would have the effect of impairing the rights, priorities position or remedies interests of the Pledgee or any other Secured Creditor under this Agreement or any other Secured Debt Agreementtherein. Except in the case of ULC Shares which remain registered in the name of the Pledgor, all All such rights of such the relevant Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default shall occur and be continuingcontinuing and, except in the case of a Bankruptcy Event of Default with respect to such Pledgor, the Pledgee shall have notified such Pledgor of such cessation, and Section 7 hereof shall become applicable.

VOTING, ETC. WHILE NO EVENT OF DEFAULT. For greater certainty, unless and until an Event of Default shall have occurred and be continuing, each Each Pledgor shall be entitled to (i) exercise any and all voting and other consensual rights pertaining to the Pledged Stock Collateral owned by it, and to give all consents, waivers or ratifications in respect thereof and (ii) exercise any and all voting, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement or otherwise with respect to the Pledged Limited Liability Company Interests of such Pledgor and (y) any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgorthereof; provided that, in each case together with all other rights assigned pursuant to Sections 3.1(a)(iv)(E) and 3.1(a)(v)(E) hereof; providedcase, that no vote shall be cast or any consent, waiver or ratification given or any other action taken or omitted to be taken which would violate violate, result in a breach of any covenant contained in, or be inconsistent with any of the terms of this Agreement or any other Secured Debt Agreement (as defined in Section 7 hereof)Agreement, or which would could reasonably be expected to have the effect of impairing the rights, priorities value of the Collateral or remedies any part thereof or the position or interests of the Pledgee or any other Secured Creditor under this Agreement or any other in the Collateral, unless expressly permitted by the terms of the Secured Debt AgreementAgreements. Except in Notwithstanding the case of ULC Shares which remain registered in the name of the Pledgorforegoing, all such rights of such each Pledgor to vote and to give consents, waivers and ratifications shall cease in case either (x) an Event of Default shall occur under Section 11.05 of the Credit Agreement has occurred and be continuingis continuing or (y) any other Event of Default has occurred and is continuing and the Pledgee has otherwise notified Holdings or the Borrower, and Section 7 hereof shall become applicable.

VOTING, ETC. WHILE NO EVENT OF DEFAULTWhile No Specified Event of Default. For greater certainty, unless Unless and until an a Specified Event of Default shall have occurred and be continuingcontinuing and the Pledgee shall have notified the Pledgor that the Pledgor may no longer exercise the rights referred to below (except that no such notice shall be required in the case of an Event of Default under Section 8.05 of the New Credit Agreement with respect to the Pledgor (a "Bankruptcy Event of Default")), each the Pledgor shall be entitled to (i) exercise all voting rights attaching to any and all voting and other consensual rights pertaining to the Pledged Stock Stock, and to give all consents, waivers or ratifications in respect thereof and (ii) exercise any and all voting, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement or otherwise with respect to the Pledged Limited Liability Company Interests of such Pledgor and (y) any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor, in each case together with all other rights assigned pursuant to Sections 3.1(a)(iv)(E) and 3.1(a)(v)(E) hereofthereof; provided, provided that no vote shall be cast or any consent, waiver or ratification given or any other action taken which would violate or be inconsistent with any of the terms of this Agreement the Credit Documents or any other Secured Debt Agreement (as defined in Section 7 hereof)Hedging Agreement, or which would have the effect of impairing the rights, priorities position or remedies interests of the Pledgee or any other Secured Creditor under this Agreement the Credit Documents or any other Secured Debt Hedging Agreement. Except in the case of ULC Shares which remain registered in the name of the Pledgor, all All such rights of such the Pledgor to vote and to give consents, waivers and ratifications shall cease in case an a Specified Event of Default shall occur and be continuingcontinuing and, except in the case of a Bankruptcy Event of Default with respect to the Pledgor, the Pledgee shall have notified the Pledgor of such cessation, and Section 7 hereof shall become applicable.