Common use of Voting of Securities Clause in Contracts

Voting of Securities. As long as no Event of Default exists, Debtor is entitled to exercise all voting Rights pertaining to any Pledged Securities and Partnership/Limited Liability Company Interests; provided however, that no vote shall be cast or consent, waiver, or ratification given or action taken without the prior written consent of Secured Party which would be inconsistent with or violate any provision of this Security Agreement or any other Loan Document; and provided further that Debtor shall give Secured Party at least five Business Days’ prior written notice in the form of an officers’ certificate of the manner in which it intends to exercise, or the reasons for refraining from exercising, any voting or other consensual Rights pertaining to the Collateral or any part thereof which might have a Material Adverse Effect on the value of the Collateral or any part thereof. If an Event of Default exists and if Secured Party elects to exercise such Right, the Right to vote any Pledged Securities shall be vested exclusively in Secured Party. To this end, Debtor hereby irrevocably constitutes and appoints Secured Party the proxy and attorney-in-fact of Debtor, with full power of substitution, to vote, and to act with respect to, any and all Collateral that is Pledged Securities standing in the name of Debtor or with respect to which Debtor is entitled to vote and act, subject to the understanding that such proxy may not be exercised unless an Event of Default exists. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Obligations have been paid and performed in full.

Voting of Securities. As long as no Event of Default exists, Debtor is entitled to exercise all voting Rights rights pertaining to any Pledged Securities and Partnership/Limited Liability Company Partnership Interests; provided provided, however, that no vote shall be cast or consent, waiver, or ratification given or action taken without the prior written consent of Secured Party which would (x) be inconsistent with or violate any provision of this Security Agreement or any other Loan DocumentDocument or (y) amend, modify, or waive any term, provision or condition of the certificate of incorporation, bylaws, certificate of formation, or other charter document, or other agreement relating to, evidencing, providing for the issuance of, or securing any Collateral; and provided further that Debtor shall give Secured Party at least five Business Days’ prior written notice in the form of an officers’ certificate of the manner in which it intends to exercise, or the reasons for refraining from exercising, any voting or other consensual Rights rights pertaining to the Collateral or any part thereof which might have a Material Adverse Effect material adverse effect on the value of the Collateral or any part thereof. If an Event of Default exists and if Secured Party elects to exercise such Rightright, the Right right to vote any Pledged Securities shall be vested exclusively in Secured Party. To this end, Debtor hereby irrevocably constitutes and appoints Secured Party the proxy and attorney-in-fact of Debtor, with full power of substitution, to vote, and to act with respect to, any and all Collateral that is Pledged Securities standing in the name of Debtor or with respect to which Debtor is entitled to vote and act, subject to the understanding that such proxy may not be exercised unless an Event of Default exists. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Obligations have Indebtedness has been paid and performed in full.

Voting of Securities. As long as no Event of Default exists, Debtor is entitled to exercise all voting Rights rights pertaining to any Pledged Securities and Partnership/Limited Liability Company Partnership Interests; provided provided, however, that no vote shall be cast or consent, waiver, or ratification given or action taken without the prior written consent of Secured Party which would (x) be inconsistent with or violate any provision of this Security Agreement or any other Loan DocumentDocument or (y) amend, modify, or waive any term, provision or condition of the certificate of incorporation, bylaws, certificate of formation, or other charter document, or other agreement relating to, evidencing, providing for the issuance of, or securing any Collateral; and provided further that Debtor shall give Secured Party at least five (5) Business Days’ prior written notice in the form of an officers’ certificate of the manner in which it intends to exercise, or the reasons for refraining from exercising, any voting or other consensual Rights rights pertaining to the Collateral or any part thereof which might have a Material Adverse Effect material adverse effect on the value of the Collateral or any part thereof. If an Event of Default exists and if Secured Party elects to exercise such Rightright, the Right right to vote any Pledged Securities shall be vested exclusively in Secured Party. To this end, Debtor hereby irrevocably constitutes and appoints Secured Party the proxy and attorney-in-fact of Debtor, with full power of substitution, to vote, and to act with respect to, any and all Collateral that is Pledged Securities standing in the name of Debtor or with respect to which Debtor is entitled to vote and act, subject to the understanding that such proxy may not be exercised unless an Event of Default exists. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Obligations have Obligation has been paid and performed in full.

Voting of Securities. As long as no Event of Default exists, Debtor is entitled to exercise all voting Rights pertaining to any Pledged Securities and Partnership/Limited Liability Company Interests; provided provided, however, that no vote shall be cast or consent, waiver, or ratification given or action taken without the prior written consent of Secured Party which would (x) be inconsistent with or violate any provision of this Security Agreement or any other Loan Document, or (y) amend, modify, or waive any term, provision or condition of the certificate of incorporation, bylaws, certificate of formation, or other charter document, or other agreement relating to, evidencing, providing for the issuance of, or securing any Collateral, to the extent any such amendment, modification or a waiver results in a material adverse effect on the value of the Collateral or any part thereof; and provided further further, that Debtor shall give Secured Party at least five (5) Business Days’ prior written notice in the form of an officers’ certificate of the manner in which it intends to exercise, or the reasons for refraining from exercising, any voting or other consensual Rights pertaining to the Collateral or any part thereof which might have a Material Adverse Effect material adverse effect on the value of the Collateral or any part thereof. If an Event of Default exists and if Secured Party elects to exercise such Right, the Right to vote any Pledged Securities shall be vested exclusively in Secured Party. To this end, Debtor hereby irrevocably constitutes and appoints Secured Party the proxy and attorney-in-fact of Debtor, with full power of substitution, to vote, and to act with respect to, any and all Collateral that is Pledged Securities standing in the name of Debtor or with respect to which Debtor is entitled to vote and act, subject to the understanding that such proxy may not be exercised unless an Event of Default exists. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Obligations have been paid and performed in full.

Voting of Securities. As long as no Default or Event of Default exists, Debtor is entitled to exercise all voting Rights pertaining to any Pledged Securities and Partnership/Limited Liability Company Interests; provided however, that no vote shall be cast or consent, waiver, or ratification given or action taken without the prior written consent of Secured Party which would (x) be inconsistent with or violate any provision of this Security Agreement or any other Loan DocumentDocument or (y) amend, modify, or waive any term, provision or condition of the certificate of incorporation, bylaws, certificate of formation, or other charter document, or other agreement relating to, evidencing, providing for the issuance of, or securing any Collateral; and provided further that Debtor shall give Secured Party at least five Business Days’ prior written notice in the form of an officers’ certificate of the manner in which it intends to exercise, or the reasons for refraining from exercising, any voting or other consensual Rights pertaining to the Collateral or any part thereof which might have a Material Adverse Effect material adverse effect on the value of the Collateral or any part thereof. If an Event of Default exists and if Secured Party elects to exercise such Right, the Right to vote any Pledged Securities shall be vested exclusively in Secured Party. To this end, Debtor hereby irrevocably constitutes and appoints Secured Party the proxy and attorney-in-fact of Debtor, with full fall power of substitution, to vote, and to act with respect to, any and all Collateral that is Pledged Securities standing in the name of Debtor or with respect to which Debtor is entitled to vote and act, subject to the understanding that such proxy may not be exercised unless an Event of Default exists. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Obligations have been paid and performed in full.

Voting of Securities. As long as no Event of Default exists, Debtor is entitled to exercise all voting Rights pertaining to any Pledged Securities and Partnership/Limited Liability Company Interests; provided however, that no vote shall be cast or consent, waiver, or ratification given or action taken without the prior written consent of Secured Party which would be inconsistent with or violate any provision of this Security Agreement or any other Loan Document; and provided further that Debtor shall give Secured Party at least five Business Days’ Cherokee Pledge and Security Agreement prior written notice in the form of an officers’ certificate of the manner in which it intends to exercise, or the reasons for refraining from exercising, any voting or other consensual Rights pertaining to the Collateral or any part thereof which might have a Material Adverse Effect on the value of the Collateral or any part thereof. If an Event of Default exists and if Secured Party elects to exercise such Right, the Right to vote any Pledged Securities shall be vested exclusively in Secured Party. To this end, Debtor hereby irrevocably constitutes and appoints Secured Party the proxy and attorney-in-fact of Debtor, with full power of substitution, to vote, and to act with respect to, any and all Collateral that is Pledged Securities standing in the name of Debtor or with respect to which Debtor is entitled to vote and act, subject to the understanding that such proxy may not be exercised unless an Event of Default exists. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Obligations have been paid and performed in full.

Voting of Securities. As long as no Event of Default exists, each Debtor is entitled to exercise all voting Rights pertaining to any its Pledged Securities and Partnership/Limited Liability Company Equity Interests; provided provided, however, that no vote shall be cast or consent, waiver, or ratification given or action taken without the prior written consent of Secured Party which Collateral Agent (acting at the direction of the holders of a majority in principal amount of the Notes then outstanding) that would (x) be inconsistent with or violate any provision of this Security Agreement or any other Loan DocumentNote Document or (y) amend, modify, or waive any term, provision or condition of the certificate of incorporation, bylaws, certificate of formation, or other charter document, or other agreement relating to, evidencing, providing for the issuance of, or securing any Collateral in any way that adversely affects the perfection of the security interest of Collateral Agent in the Pledged Securities or the Equity Interests pledged by such Debtor hereunder; and provided further that such Debtor shall give Secured Party Collateral Agent at least five (5) Business Days’ prior written notice in the form of an officers’ certificate of the manner in which it intends to exercise, or the reasons for refraining from exercising, any voting or other consensual Rights pertaining to the Collateral or any part thereof which that might have a Material Adverse Effect material adverse effect on the aggregate value of the Collateral (it being understood that the Collateral Agent shall have no duty or any part thereofresponsibility in respect of such notice other than receiving the same). If an Event of Default exists and if Secured Party Collateral Agent elects to exercise such Right, the Right to vote any Pledged Securities shall be vested exclusively in Secured PartyCollateral Agent. To this end, each Debtor hereby irrevocably constitutes and appoints Secured Party Collateral Agent the proxy and attorney-in-fact of such Debtor, with full power of substitution, to vote, and to act with respect to, any and all Collateral that is Pledged Securities standing in the name of such Debtor or with respect to which such Debtor is entitled to vote and act, subject to the understanding that such proxy may not be exercised unless an Event of Default exists. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Secured Obligations have been paid and performed in full.

Voting of Securities. As long as no Prior to the occurrence of an Event of Default existsDefault, Debtor each Grantor is entitled to exercise all voting Rights rights pertaining to any Pledged Securities and Partnership/Limited Liability Company Equity Interests; provided provided, however, that no vote shall be cast or consent, waiver, or ratification given or action taken without the prior written consent of Secured Party Lender which would (i) be inconsistent with or violate any provision of this Security Agreement or any other Loan DocumentNote Agreement or (ii) amend, modify, or waive any term, provision or condition of the certificate of incorporation, bylaws, certificate of formation, or other charter document, or other agreement relating to, evidencing, providing for the issuance of, or securing any Collateral in a way adverse to Lender; and provided further that Debtor such Grantor shall give Secured Party Lender at least five (5) Business Days’ prior written notice in the form of an officers’ certificate of the manner in which it intends to exercise, or the reasons for refraining from exercising, any voting or other consensual Rights rights pertaining to the Collateral or any part thereof which might have a Material Adverse Effect material adverse effect on the value of the Collateral or any part thereof. If After the occurrence and during the continuance of an Event of Default exists and if Secured Party Lender elects to exercise such Rightright, the Right right to vote any Pledged Securities Equity Interests shall be vested exclusively in Secured PartyLender. To this end, Debtor each Grantor hereby irrevocably constitutes and appoints Secured Party Lender the proxy and attorney-in-fact of Debtorsuch Grantor, with full power of substitution, to vote, and to act with respect to, any and all Collateral that is Pledged Securities Equity Interests standing in the name of Debtor such Grantor or with respect to which Debtor such Grantor is entitled to vote and act, subject to the understanding that such proxy may not be exercised unless an Event of Default existshas occurred and is continuing. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Obligations have been paid and performed in fulltermination of this Security Agreement pursuant to Section 6.16.

Voting of Securities. As long as no Event of Default exists, Debtor is entitled to exercise all voting Rights pertaining to any Pledged Securities and Partnership/Limited Liability Company Interests; provided however, that no vote shall be cast or consent, waiver, or ratification given or action taken without the prior written consent of Secured Party which would be inconsistent with or violate any provision of this Security Agreement or any other Loan Document; and provided further that Debtor shall give Secured Party at least five Business Days’ prior written notice in the form of an officers’ certificate of the manner in which it intends to exercise, or the reasons for refraining from exercising, any voting or other consensual Rights pertaining to the Collateral or any part thereof which might have a Material Adverse Effect on the value of the Collateral or any part thereof. If an Event of Default exists and if Secured Party elects to exercise such Right, the Right to vote any Pledged Securities shall be vested exclusively in Secured Party. To this end, Debtor hereby irrevocably constitutes and appoints Secured Party the proxy and attorney-in-fact of Debtor, with full power of substitution, to vote, and to act with PLEDGE AND SECURITY AGREEMENT QUEST EASTERN respect to, any and all Collateral that is Pledged Securities standing in the name of Debtor or with respect to which Debtor is entitled to vote and act, subject to the understanding that such proxy may not be exercised unless an Event of Default exists. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Obligations have been paid and performed in full.

Voting of Securities. As long as no Event of Default existsexists and subject to the Intercreditor Agreement, each Debtor is entitled to exercise all voting Rights pertaining to any its Pledged Securities and Partnership/Limited Liability Company Partnership Interests; provided provided, however, that no vote shall be cast or consent, waiver, or ratification given or action taken without the prior written consent of Secured Party the Lead Holder and the Collateral Agent which would be inconsistent with or violate any provision of this Security Agreement or any other Loan Note Document; and provided further that such Debtor shall give Secured Party the Lead Holder and the Collateral Agent at least five Business Days’ prior written notice in the form of an officers’ certificate of the manner in which it intends to exercise, or the reasons for refraining from exercising, any voting or other consensual Rights pertaining to the Collateral or any part thereof which might have a Material Adverse Effect material adverse effect on the value of the Collateral or any part thereof. If an Event of Default exists and if Secured Party the Collateral Agent elects to exercise such RightRight (at the written direction of the Lead Holder), the Right to vote any Pledged Securities shall be vested exclusively in Secured Partythe Collateral Agent, subject to the Intercreditor Agreement. To this end, each Debtor hereby irrevocably constitutes and appoints Secured Party the Collateral Agent the proxy and attorney-in-fact of such Debtor, with full power of substitution, to vote, and to act with respect to, any and all Collateral that is Pledged Securities standing in the name of such Debtor or with respect to which such Debtor is entitled to vote and act, subject to the understanding that such proxy may not be exercised unless an Event of Default exists. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Obligations have been paid and performed in full.

Voting of Securities. As long as no Event of Default exists, each Debtor is entitled to exercise all voting Rights pertaining to any Pledged Securities and Partnership/Limited Liability Company Interests; provided however, that no vote shall be cast or consent, waiver, or ratification given or action taken without the prior written consent of Secured Party which would be inconsistent with or violate any provision of this Security Agreement or any other Loan Documentthe Credit Agreement; and provided further that such Debtor shall give Secured Party at least five Business Days’ prior written notice in the form of an officers’ certificate of the manner in which it intends to exercise, Multiparty Credit Agreement Pledge & Security Agreement or the reasons for refraining from exercising, any voting or other consensual Rights pertaining to the Collateral or any part thereof which might have a Material Adverse Effect on the value of the Collateral or any part thereof. If an Event of Default exists and if Secured Party elects to exercise such Right, the Right to vote any Pledged Securities shall be vested exclusively in Secured Party. To this end, each Debtor hereby irrevocably constitutes and appoints Secured Party the proxy and attorney-in-fact of such Debtor, with full power of substitution, to vote, and to act with respect to, any and all Collateral that is Pledged Securities standing in the name of such Debtor or with respect to which such Debtor is entitled to vote and act, subject to the understanding that such proxy may not be exercised unless an Event of Default exists. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Obligations have been paid and performed in full.

Voting of Securities. As long as no Event of Default exists, Debtor is entitled to exercise all voting Rights pertaining to any Pledged Securities and Partnership/Limited Liability Company Interests; provided however, that no vote shall be cast or consent, waiver, or ratification given or action taken without the prior written consent of Secured Party which would be inconsistent with or violate any provision of this Security Agreement or any other Loan Document; and provided further that Debtor shall give Secured Party at least five (5) Business Days’ prior written notice in the form of an officers’ certificate of the manner in which it intends to exercise, or the reasons for refraining from exercising, any voting or other consensual Rights pertaining to the Collateral or any part thereof which might have a Material Adverse Effect on the value of the Collateral or any part thereof. If an Event of Default exists and if Secured Party elects to exercise such Right, the Right to vote any Pledged Securities shall be vested exclusively in Secured Party. To this end, Debtor hereby irrevocably constitutes and appoints Secured Party the proxy and attorney-in-fact of Debtor, with full power of substitution, to vote, and to act with respect to, any and all Collateral that is Pledged Securities standing in the name of Debtor or with respect to which Debtor is entitled to vote and act, subject to the understanding that such proxy may not be exercised unless an Event of Default exists. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Obligations have been paid and performed in full.

Voting of Securities. As long as no Event of Default exists, each Debtor is entitled to exercise all voting Rights rights pertaining to any Pledged Securities and Partnership/Limited Liability Company InterestsSecurities; provided provided, however, that no vote shall be cast or consent, waiver, or ratification given or action taken without the prior written consent of Secured Party Lender which would (a) be inconsistent with or violate any provision of this Security Agreement or any other Loan DocumentDocument or (b) amend, modify, or waive any term, provision or condition of any charter document, or other agreement relating to, evidencing, providing for the issuance of, or securing the Collateral; and provided further that each Debtor shall give Secured Party Lender at least five ten (10) Business Days’ prior written notice in the form of an officers’ officer’s certificate of the manner in which it intends to exercise, or the reasons for refraining from exercising, any voting or other consensual Rights rights pertaining to the Collateral or any part thereof which might have a Material Adverse Effect Change on the value of the Collateral or any part thereof. If an Event of a Default exists is continuing and if Secured Party Lender elects to exercise such Rightright, the Right right to vote any Pledged Securities shall be vested exclusively in Secured PartyLender. To this end, each Debtor hereby irrevocably constitutes and appoints Secured Party Lender the proxy and attorney-in-fact of such Debtor, with full power of substitution, to vote, and to act with respect to, any and all Collateral that is Pledged Securities standing in the name of such Debtor or with respect to which such Debtor is entitled to vote and act, subject to the understanding express agreement of Lender that such proxy may not be exercised unless an Event of Default existsis continuing. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until Payment in Full or the Obligations have Event of Default has been paid and performed in fullcured or waived, whichever comes first.

Voting of Securities. As long as no Event of Default exists, Debtor is entitled to exercise all voting Rights pertaining to any Pledged Securities and Partnership/Limited Liability Company Interests; provided however, that no vote shall be cast or consent, waiver, or ratification given or action taken without the prior written consent of Secured Party which would (x) be inconsistent with or violate any provision of this Security Agreement or any other Loan DocumentDocument or (y) amend, modify, or waive any term, provision or condition of the certificate of incorporation, bylaws, certificate of formation, or other charter document, or other agreement relating to, evidencing, providing for the issuance of, or securing any Collateral if such amendment, modification or waiver could reasonably be expected to have a Material Adverse Effect on the value of the Collateral or any part thereof; and provided further that Debtor shall give Secured Party at least five Business Days’ prior written notice in the form of an officers’ certificate of the manner in which it intends to exercise, or the reasons for refraining from exercising, any voting or other consensual Rights pertaining to the Collateral or any part thereof which might have a Material Adverse Effect on the value of the Collateral or any part thereof. If an Event of Default exists and if Secured Party elects to exercise such Right, the Right to vote any Pledged Securities shall be vested exclusively in Secured Party. To this end, Debtor hereby irrevocably constitutes and appoints Secured Party the proxy and attorney-in-fact of Debtor, with full power of substitution, to vote, and to act with respect to, any and all Collateral that is Pledged Securities standing in the name of Debtor or with respect to which Debtor is entitled to vote and act, subject to the understanding that such proxy may not be exercised unless an Event of Default exists. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Obligations have been paid and performed in full.. Axxxx-Xxxxxxxx Energy Amended & Restated Pledge and Security Agreement

Voting of Securities. As long as no Event of Default exists, Debtor is entitled to exercise all voting Rights pertaining to any Pledged Securities and Partnership/Limited Liability Company InterestsSecurities; provided provided, however, that no vote shall be cast or consent, waiver, or ratification given or action taken without the prior written consent of Secured Party which would (x) be inconsistent with or violate any provision of this Security Pledge Agreement or any other Loan DocumentDocument or (y) amend, modify, or waive any term, provision or condition of the certificate of incorporation, bylaws, certificate of formation, or other charter document, or other agreement relating to, evidencing, providing for the issuance of, or securing any Collateral if such action could adversely affect the Rights of Lenders; and provided further that Debtor shall give Secured Party at least five ten Business Days’ ' prior written notice in the form of an officers’ ' certificate of the manner in which it intends to exercise, or the reasons for refraining from exercising, any voting or other consensual Rights pertaining to the Collateral or any part thereof which might have a Material Adverse Effect material adverse effect on the value of the Collateral or any part thereof. If an Event of a Default exists and if Secured Party elects to exercise such Right, the Right to vote any Pledged Securities shall be vested exclusively in Secured Party. To this end, Debtor hereby irrevocably constitutes and appoints Secured Party the proxy and attorney-in-fact of Debtor, with full power of substitution, to vote, and to act with respect to, any and all Collateral that is Pledged Securities standing in the name of Debtor or with respect to which Debtor is entitled to vote and act, subject to the understanding that such proxy may not be exercised unless an Event of a Default exists. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Obligations have Obligation has been paid and performed in full.

Voting of Securities. As long as no Event of Default exists, Debtor is entitled to exercise all voting Rights pertaining to any Pledged Securities and Partnership/Limited Liability Company Interests; provided however, that no vote shall be cast or consent, waiver, or ratification given or action taken without the prior written consent of Secured Party which would be inconsistent with or violate any provision of this Security Agreement or any other Loan Document; and provided further that Debtor shall give Secured Party at least five Business Days’ prior written notice in the form of an officers’ certificate of the manner in which it intends to Bluestem Pipeline Pledge and Security Agreement exercise, or the reasons for refraining from exercising, any voting or other consensual Rights pertaining to the Collateral or any part thereof which might have a Material Adverse Effect on the value of the Collateral or any part thereof. If an Event of Default exists and if Secured Party elects to exercise such Right, the Right to vote any Pledged Securities shall be vested exclusively in Secured Party. To this end, Debtor hereby irrevocably constitutes and appoints Secured Party the proxy and attorney-in-fact of Debtor, with full power of substitution, to vote, and to act with respect to, any and all Collateral that is Pledged Securities standing in the name of Debtor or with respect to which Debtor is entitled to vote and act, subject to the understanding that such proxy may not be exercised unless an Event of Default exists. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Obligations have been paid and performed in full.

Voting of Securities. As long as no Event of Default existshas occurred and is continuing, Debtor each Pledgor is entitled to exercise all voting Rights rights pertaining to any Pledged Securities and Partnership/Limited Liability Company InterestsSecurities; provided provided, however, that no vote shall be cast or consent, waiver, or ratification given or action taken without the prior written consent of Secured Party which would (x) be inconsistent with or violate in any respect any provision of this Security Agreement or (y) amend, modify, or waive any other Loan Document; and provided further that Debtor shall give Secured Party at least five Business Days’ prior written notice in the form of an officers’ certificate term, provision or condition of the manner in which it intends to exerciseIssuers’ Organizational Documents, or other agreement relating to, evidencing, providing for the reasons for refraining from exercisingissuance of, or securing any voting or other consensual Rights pertaining Collateral in any manner adverse to the Collateral or any part thereof which might have a Material Adverse Effect on the value interests of the Collateral or any part thereofSecured Party. If an Event of Default exists has occurred and is continuing, and if Secured Party elects to exercise such Rightright, the Right right to vote any Pledged Securities shall be vested exclusively in Secured Party. To this end, Debtor each Pledgor hereby irrevocably constitutes and appoints Secured Party the its proxy and attorney-in-fact of Debtorfact, with full power of substitution, to vote, and to act with respect to, any and all Collateral that is Pledged Securities standing in the name of Debtor such Pledgor or with respect to which Debtor such Pledgor is entitled to vote and act, subject to the understanding that such proxy may not be exercised unless an Event of Default exists. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Obligations have been paid and performed in fullfull or the Event of Default has otherwise been cured, whichever comes first.

Voting of Securities. As long as no Event of Default existshas occurred and is continuing, Debtor Pledgor is entitled to exercise all voting Rights rights pertaining to any Pledged Securities and Partnership/Limited Liability Company InterestsSecurities; provided provided, however, that no vote shall be cast or consent, waiver, or ratification given or action taken without the prior written consent of Secured Party which would (x) be inconsistent with or violate in any respect any provision of this Security Agreement or any other Loan Document; and provided further that Debtor shall give Secured Party at least five Business Days’ prior written notice in the form of an officers’ certificate of the manner in which it intends to exercise(y) amend, modify, or the reasons for refraining from exercisingwaive any term, any voting provision or condition of Third Ave Organizational Documents, or other consensual Rights pertaining agreement relating to, evidencing, providing for the issuance of, or securing any Collateral in any manner adverse to the Collateral or any part thereof which might have a Material Adverse Effect on the value interests of the Collateral or any part thereofSecured Party. If an Event of Default exists has occurred and is continuing, and if Secured Party elects to exercise such Rightright, the Right right to vote any Pledged Securities shall be vested exclusively in Secured Party. To this end, Debtor Pledgor hereby irrevocably constitutes and appoints Secured Party the its proxy and attorney-in-fact of Debtorfact, with full power of substitution, to vote, and to act with respect to, any and all Collateral that is Pledged Securities standing in the name of Debtor such Pledgor or with respect to which Debtor such Pledgor is entitled to vote and act, subject to the understanding that such proxy may not be exercised unless an Event of Default exists. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Obligations have been paid and performed in fullfull or the Event of Default has otherwise been cured, whichever comes first.

Voting of Securities. As long as no Event of Default existsexists and is continuing, each Debtor is entitled to exercise all voting Rights pertaining to any its Pledged Securities and Partnership/Limited Liability Company Interests; provided provided, however, that no vote shall be cast or consent, waiver, or ratification given or action taken without the prior written consent of Secured Party which would (x) be inconsistent with or violate any provision of this Security Agreement or any other Loan DocumentDocument or (y) amend, modify, or waive any term, provision or condition of the certificate of incorporation, bylaws, certificate of formation, or other charter document, or other agreement relating to, evidencing, providing for the issuance of, or securing any Collateral in any way that adversely affects the perfection of the security interest of the Secured Party in the Pledged Securities or the Company Interests pledged by such Debtor hereunder; and provided further that such Debtor shall give Secured Party at least five (5) Business Days’ prior written notice in the form of an officers’ certificate of the manner in which it intends to exercise, or the reasons for refraining from exercising, any voting or other consensual Rights pertaining to the Collateral or any part thereof which might have a Material Adverse Effect material adverse effect on the aggregate value of the Collateral or any part thereofCollateral. If an Event of Default exists and is continuing and if Secured Party elects to exercise such Right, the Right to vote any Pledged Securities shall be vested exclusively in Secured Party. To this end, each Debtor hereby irrevocably constitutes and appoints Secured Party the proxy and attorney-in-fact of such Debtor, with full power of substitution, to vote, and to act with respect to, any and all Collateral that is Pledged Securities standing in the name of such Debtor or with respect to which such Debtor is entitled to vote and act, subject to the understanding that such proxy may not be exercised unless an Event of Default existsexists and is continuing. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Obligations have Obligation has been paid and performed in full.

Voting of Securities. As long as no Event of Default exists, Debtor is entitled to exercise all voting Rights pertaining to any Pledged Securities and Partnership/Limited Liability Company Interests; provided however, that no vote shall be cast or consent, waiver, or ratification given or action taken without the prior written consent of Secured Party which would be inconsistent with or violate any provision of this Security Agreement or any other Loan Documentthe Pipeline Credit Agreement; and provided further that Debtor shall give Secured Party at least five Business Days’ prior written notice in the form of an officers’ certificate of the manner in which it intends to exercise, or the reasons for refraining from exercising, any voting or other consensual Rights pertaining to the Collateral or any part thereof which might have a Material Adverse Effect on the value of the Collateral or any part thereof. If an Event of Default exists and if Secured Party elects to exercise such Right, the Right to vote any Pledged Securities shall be vested exclusively in Secured Party. To this end, Debtor hereby irrevocably constitutes and appoints Secured Party the proxy and attorney-in-fact of Debtor, with full power of substitution, to vote, and to act with respect to, any and all Collateral that is Pledged Securities standing in the name of Debtor or with respect to which Debtor is entitled to vote and act, subject to the understanding that such proxy may not be exercised unless an Event of Default exists. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Obligations have been paid and performed in full.

Voting of Securities. As long as no Event of Default exists, [each] Debtor is entitled to exercise all voting Rights pertaining to any Pledged Securities and Partnership/Limited Liability Company InterestsSecurities; provided provided, however, that no vote shall be cast or consent, waiver, or ratification given or action taken without the prior written consent of Secured Party which would (x) be inconsistent with or violate any provision of this Security Agreement or any other Loan DocumentDocument or (y) amend, modify, or waive any term, provision or condition of the certificate of incorporation, bylaws, certificate of formation, or other charter document, or other agreement relating to, evidencing, providing for the issuance of, or securing any Collateral; and provided further that [each] Debtor shall give Secured Party at least five Business Days’ ' prior written notice in the form of an officers’ ' certificate of the manner in which it intends to exercise, or the reasons for refraining from exercising, any voting or other consensual Rights pertaining to the Collateral or any part thereof which might have a Material Adverse Effect material adverse effect on the value of the Collateral or any part thereof. If an Event of a Default exists and if Secured Party elects to exercise such Right, the Right to vote any Pledged Securities shall be vested exclusively in Secured Party. To this end, [each] Debtor hereby irrevocably constitutes and appoints Secured Party the proxy and attorney-in-fact of [such] Debtor, with full power of substitution, to vote, and to act with respect to, any and all Collateral that is Pledged Securities standing in the name of [such] Debtor or with respect to which [such] Debtor is entitled to vote and act, subject to the understanding that such proxy may not be exercised unless an Event of a Default exists. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Obligations have Obligation has been paid and performed in full.

Voting of Securities. As long as no Event of Default or Potential Default exists, Debtor is entitled to exercise all voting Rights pertaining to any Pledged Securities and Partnership/Limited Liability Company InterestsSecurities; provided provided, however, that no vote shall be cast or consent, waiver, or ratification given or action taken without the prior written consent of Secured Party which would (x) be inconsistent with or violate any provision of this Security Agreement or any other Loan DocumentDocument or (y) amend, modify, or waive any term, provision or condition of the certificate of incorporation, bylaws, certificate of formation, or other charter document, or other agreement relating to, evidencing, providing for the issuance of, or securing any Collateral; and provided further that Debtor shall give Secured Party at least five Business Days’ ' prior written notice in the form of an officers’ ' certificate of the manner in which it intends to exercise, or the reasons for refraining from exercising, any voting or other consensual Rights pertaining to the Collateral or any part thereof which might have a Material Adverse Effect material adverse effect on the value of the Collateral or any part thereof. If an Event of a Default or Potential Default exists and if Secured Party elects to exercise such Right, the Right to vote any Pledged Securities shall be vested exclusively in Secured Party. To this end, Debtor hereby irrevocably constitutes and appoints Secured Party the proxy and attorney-in-fact of Debtor, with full power of substitution, to vote, and to act with respect to, any and all Collateral that is Pledged Securities standing in the name of Debtor or with respect to which Debtor is entitled to vote and act, subject to the understanding that such proxy may not be exercised unless an Event of a Default exists. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Obligations have Obligation has been paid and performed in full.

Voting of Securities. As long as no Prior to the occurrence of an Event of Default existsDefault, Debtor Grantor is entitled to exercise all voting Rights rights pertaining to any Pledged Securities and Partnership/Limited Liability Company Equity Interests; provided provided, however, that no vote shall be cast or consent, waiver, or ratification given or action taken by Grantor without the prior written consent of Secured Party Administrative Agent which would (a) be inconsistent with or violate any provision of this Restated Security Agreement or any other Loan DocumentDocument or (b) amend, modify, or waive any term, provision or condition of the certificate of incorporation, bylaws, certificate of formation, or other charter document, or other agreement relating to, evidencing, providing for the issuance of, or securing any Collateral; and provided further that Debtor Grantor shall give Secured Party Administrative Agent at least five (5) Business Days’ prior written notice notice, to the extent possible under the circumstances, in the form of an officers’ certificate of the manner in which it intends to exercise, or the reasons for refraining from exercising, any voting or other consensual Rights rights pertaining to the Collateral or any part thereof which might have a Material Adverse Effect material adverse effect on the value of the Collateral or any part thereof. If Upon the occurrence and during the continuance of an Event of Default exists and if Secured Party Administrative Agent elects to exercise such Rightright, the Right right to vote any Pledged Securities Equity Interests shall be vested exclusively in Secured PartyAdministrative Agent. To this end, Debtor Grantor hereby irrevocably constitutes and appoints Secured Party Administrative Agent the proxy and attorney-in-fact of DebtorGrantor, with full power of substitution, to vote, and to act with respect to, any and all Collateral that is Pledged Securities Equity Interests standing in the name of Debtor Grantor or with respect to which Debtor Grantor is entitled to vote and act, subject to the understanding that such proxy may not be exercised unless an Event of Default existshas occurred and is continuing. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Obligations have been paid and performed in fulltermination of this Restated Security Agreement pursuant to Section 6.16.

Voting of Securities. As long as no Event of Default exists, Debtor Pledgor is entitled to exercise all voting Rights rights pertaining to any Pledged Securities and Partnership/Limited Liability Company Partnership Interests; provided provided, however, that no vote shall be cast or consent, waiver, or ratification given or action taken without the prior written consent of Secured Party Collateral Agent which would (x) be inconsistent with or violate any provision of this Security Agreement or any other Loan DocumentDocument or (y) amend, modify, or waive any term, provision or condition of the certificate of incorporation, bylaws, certificate of formation, or other charter document, or other agreement relating to, evidencing, providing for the issuance of, or securing any Collateral in any manner which would adversely affect Collateral Agent or the value of Collateral; and provided further that Debtor Pledgor shall give Secured Party Collateral Agent at least five Business Days’ ' prior written notice in the form of an officers’ ' certificate of the manner in which it intends to exercise, or the reasons for refraining from exercising, any voting or other consensual Rights rights pertaining to the Collateral or any part thereof which might could reasonably be expected to have a Material Adverse Effect material adverse effect on the value of the Collateral or any part thereof. If an Event of Default exists and if Secured Party Collateral Agent elects to exercise such Rightright, the Right right to vote any Pledged Securities shall be vested exclusively in Secured PartyCollateral Agent. To this end, Debtor Pledgor hereby irrevocably constitutes and appoints Secured Party Collateral Agent the proxy and attorney-in-fact of DebtorPledgor, with full power of substitution, to vote, and to act with respect to, any and all Collateral that is Pledged Securities standing in the name of Debtor Pledgor or with respect to which Debtor Pledgor is entitled to vote and act, subject to the understanding that such proxy may not be exercised unless an Event of Default exists. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue so long as Collateral Agent is obligated to extend credit under the Credit Agreement and thereafter until the Obligations have been are paid and performed in full.

Voting of Securities. As long as no Event of Default exists, Debtor Pledgor is entitled to exercise all voting Rights rights pertaining to any Pledged Securities and Partnership/Limited Liability Company InterestsSecurities; provided provided, however, that no vote shall be cast or consent, waiver, or ratification given or action taken without the prior written consent of Secured Party which would (x) be inconsistent with or violate any provision of this Security Agreement or any other Loan DocumentDocument or (y) amend, modify, or waive any term, provision or condition of any charter document, or other agreement relating to, evidencing, providing for the issuance of, or securing any Collateral; and provided further that Debtor Pledgor shall give Secured Party at least five Business Days(5) business days’ prior written notice in the form of an officers’ certificate of the manner in which it intends to exercise, or the reasons for refraining from exercising, any voting or other consensual Rights rights pertaining to the Collateral or any part thereof which might have a Material Adverse Effect material adverse effect on the value of the Collateral or any part thereof. If an Event of Default exists and if Secured Party elects to exercise such Rightright, the Right right to vote any Pledged Securities shall be vested exclusively in Secured Party. To this end, Debtor Pledgor hereby irrevocably constitutes and appoints Secured Party the proxy and attorney-in-fact of DebtorPledgor, with full power of substitution, to vote, and to act with respect to, any and all Collateral that is Pledged Securities standing in the name of Debtor Pledgor or with respect to which Debtor Pledgor is entitled to vote and act, subject to the understanding that such proxy may not be exercised unless an Event of Default exists. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Obligations have been paid and performed in full.

Voting of Securities. As long as no Event of Default existshas occurred and is continuing, Debtor Pledgor is entitled to exercise all voting Rights rights pertaining to any Pledged Securities and Partnership/Limited Liability Company InterestsSecurities; provided provided, however, that no vote shall be cast or consent, waiver, or ratification given or action taken without the prior written consent of Secured Party which would (x) be inconsistent with or violate in any respect any provision of this Security Agreement or any other Loan Document; and provided further that Debtor shall give Secured Party at least five Business Days’ prior written notice in the form of an officers’ certificate of the manner in which it intends to exercise(y) amend, modify, or the reasons for refraining from exercisingwaive any term, any voting provision or condition of Alliance Organizational Documents, or other consensual Rights pertaining agreement relating to, evidencing, providing for the issuance of, or securing any Collateral in any manner adverse to the Collateral or any part thereof which might have a Material Adverse Effect on the value interests of the Collateral or any part thereofSecured Party. If an Event of Default exists has occurred and is continuing, and if Secured Party elects to exercise such Rightright, the Right right to vote any Pledged Securities shall be vested exclusively in Secured Party. To this end, Debtor Pledgor hereby irrevocably constitutes and appoints Secured Party the its proxy and attorney-in-fact of Debtorfact, with full power of substitution, to vote, and to act with respect to, any and all Collateral that is Pledged Securities standing in the name of Debtor such Pledgor or with respect to which Debtor such Pledgor is entitled to vote and act, subject to the understanding that such proxy may not be exercised unless an Event of Default exists. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Obligations have been paid and performed in fullfull or the Event of Default has otherwise been cured, whichever comes first.

Voting of Securities. As long as no Event of Default or Potential -------------------- Default exists, Debtor is entitled to exercise all voting Rights rights pertaining to any Pledged Securities and Partnership/Limited Liability Company Partnership Interests; provided provided, however, that no vote shall be cast or consent, waiver, or ratification given or action taken without the prior written consent of Secured Party which would (x) be inconsistent with or violate any provision of this Security Agreement or any other Loan DocumentDocument or (y) amend, modify, or waive any term, provision or condition of the certificate of incorporation, bylaws, certificate of formation, or other charter document, or other agreement relating to, evidencing, providing for the issuance of, or securing any Collateral; and provided further that Debtor shall give Secured Party at least five Business Days’ ' prior written notice in the form of an officers’ ' certificate of the manner in which it intends to exercise, or the reasons for refraining from exercising, any voting or other consensual Rights pertaining to the Collateral or any part thereof which might have a Material Adverse Effect material adverse effect on the value of the Collateral or any part thereof. If an Event of a Default or Potential Default exists and if Secured Party elects to exercise such Right, the Right to vote any Pledged Securities shall be vested exclusively in Secured Party. To this end, Debtor hereby irrevocably constitutes and appoints Secured Party the proxy and attorney-in-fact of Debtor, with full power of substitution, to vote, and to act with respect to, any and all Collateral that is Pledged Securities standing in the name of Debtor or with respect to which Debtor is entitled to vote and act, subject to the understanding that such proxy may not be exercised unless an Event of a Default exists. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Obligations have Obligation has been paid and performed in full.

Voting of Securities. As long as no Event of Default exists, Debtor is entitled to exercise all voting Rights pertaining to any Pledged Securities and Partnership/Limited Liability Company Interests; provided however, that no vote shall be cast or consent, waiver, or ratification given or action taken without the prior written consent of Secured Party which would be inconsistent with or violate any provision of this Security Agreement or any other Loan Document; and provided further that Debtor shall give Secured Party at least five Business Days’ prior written notice in the form of an officers’ certificate of the manner in which it intends to exercise, or the reasons for refraining from exercising, any voting or other consensual Rights pertaining to the Collateral or any part thereof which might have a Material Adverse Effect on the value of the Collateral or any part thereof. If an Event of Default exists and if Secured Party elects to exercise such Right, the Right to vote any Pledged Securities shall be vested exclusively QRC Pledge and Security Agreement in Secured Party. To this end, Debtor hereby irrevocably constitutes and appoints Secured Party the proxy and attorney-in-fact of Debtor, with full power of substitution, to vote, and to act with respect to, any and all Collateral that is Pledged Securities standing in the name of Debtor or with respect to which Debtor is entitled to vote and act, subject to the understanding that such proxy may not be exercised unless an Event of Default exists. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Obligations have been paid and performed in full.

Voting of Securities. As long as no Event of Default exists, each Debtor is entitled to exercise all voting Rights pertaining to any Pledged Securities and Partnership/Limited Liability Company Interests; provided however, that no vote shall be cast or consent, waiver, or ratification given or action taken without the prior written consent of Secured Party which would be inconsistent with or violate any provision of this Security Agreement or any other Loan Documentthe Borrowing Base Facility Credit Agreement; and provided further that such Debtor shall give Secured Party at least five Business Days’ prior written notice in the form of an officers’ certificate of the manner in which it intends to exercise, or the reasons for refraining from exercising, any voting or other consensual Rights pertaining to the Collateral or any part thereof which might have a Material Adverse Effect on the value of the Collateral or any part thereof. If an Event of Default exists and if Secured Party elects to exercise such Right, the Right to vote any Pledged Securities shall be vested exclusively in Secured Party. To this end, each Debtor hereby irrevocably constitutes and appoints Secured Party the proxy and attorney-in-fact of such Debtor, with full power of substitution, to vote, and to act with respect to, any and all Collateral that is Pledged Securities standing in the name of such Debtor or with respect to which such Debtor is entitled to vote and act, subject to the understanding that such proxy may not be exercised unless an Event of Default exists. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Obligations have been paid and performed in full.. Multiparty Borrowing Base Credit Facility Pledge & Security Agreement

Voting of Securities. As long as no Prior to the occurrence of an Event of Default existsDefault, Debtor each Grantor is entitled to exercise all voting Rights rights pertaining to any Pledged Securities and Partnership/Limited Liability Company Equity Interests; provided provided, however, that no vote shall be cast or consent, waiver, or ratification given or action taken without the prior written consent of Secured Party which would (i) be inconsistent with or violate any provision of this Security Agreement or any other Loan DocumentDocument or (ii) amend, modify, or waive any term, provision or condition of the certificate of incorporation, bylaws, certificate of formation, or other charter document, or other agreement relating to, evidencing, providing for the issuance of, or securing any Collateral; and provided further that Debtor such Grantor shall give Secured Party at least five (5) Business Days’ prior written notice in the form of an officers’ certificate of the manner in which it intends to exercise, or the reasons for refraining from exercising, any voting or other consensual Rights rights pertaining to the Collateral or any part thereof which might have a Material Adverse Effect material adverse effect on the value of the Collateral or any part thereof. If On and after the occurrence of an Event of Default exists and if Secured Party elects to exercise such Rightright, the Right right to vote any Pledged Securities Equity Interests shall be vested exclusively in Secured Party. To this end, Debtor each Grantor hereby irrevocably constitutes and appoints Secured Party the proxy and attorney-in-fact of Debtorsuch Grantor, with full power of substitution, to vote, and to act with respect to, any and all Collateral that is Pledged Securities Equity Interests standing in the name of Debtor such Grantor or with respect to which Debtor such Grantor is entitled to vote and act, subject to the understanding that such proxy may not be exercised unless an Event of Default existshas occurred. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Obligations have been paid and performed in fulltermination of this Security Agreement pursuant to Section 6.16.

Voting of Securities. As long as no Event of Default exists, Debtor is entitled to exercise all voting Rights pertaining to any Pledged Securities and Partnership/Limited Liability Company Interests; provided however, that no vote shall be cast or consent, waiver, or ratification given or action taken without the prior written consent of Secured Party which would be inconsistent with or violate any provision of this Security Agreement or any other Loan Document; and provided further that Debtor shall give Secured Party at least five Business Days’ prior written notice in the form of an officers’ certificate of the manner in which it intends to exercise, or the reasons for refraining from exercising, any voting or other consensual Rights pertaining to the Collateral or any part thereof which might have a Material Adverse Effect on the value of the Collateral or any part thereof. If an Event of Default exists and if Secured Party elects to exercise such Right, the Right to vote any Pledged Securities shall be vested exclusively in Secured Party. To this end, Debtor hereby irrevocably constitutes and appoints Secured Party the proxy and attorney-in-fact of Debtor, with full power of substitution, to vote, and to act with PLEDGE AND SECURITY AGREEMENT MERGERSUB 19 respect to, any and all Collateral that is Pledged Securities standing in the name of Debtor or with respect to which Debtor is entitled to vote and act, subject to the understanding that such proxy may not be exercised unless an Event of Default exists. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Obligations have been paid and performed in full.

Voting of Securities. As long as no Event of neither a Default nor Potential Default exists, Debtor is entitled to exercise all voting Rights pertaining to any Pledged Securities and Partnership/Limited Liability Company InterestsSecurities; provided provided, however, that no vote shall be cast or consent, waiver, or ratification given or action taken without the prior written consent of Secured Party which would (x) be inconsistent with or violate any provision of this Security Pledge Agreement or any other Loan DocumentDocument or (y) amend, modify, or waive any term, provision or condition of the certificate of incorporation, bylaws, certificate of formation, or other charter document, or other agreement relating to, evidencing, providing for the issuance of, or securing any Collateral; and provided further that Debtor shall give Secured Party at least five Business Days’ ' prior written notice in the form of an officers’ ' certificate of the manner in which it intends to exercise, or the reasons for refraining from exercising, any voting or other consensual Rights pertaining to the Collateral or any part thereof which might have a Material Adverse Effect material adverse effect on the value of the Collateral or any part thereof. If an Event of a Default or Potential Default exists and if Secured Party elects to exercise such Right, the Right to vote any Pledged Securities shall be vested exclusively in Secured Party. To this end, Debtor hereby irrevocably constitutes and appoints Secured Party the proxy and attorney-in-fact of Debtor, with full power of substitution, to vote, and to act with respect to, any and all Collateral that is Pledged Securities standing in the name of Debtor or with respect to which Debtor is entitled to vote and act, subject to the understanding that such proxy may not be exercised unless an Event of a Default exists. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Obligations have Obligation has been paid and performed in full.

Voting of Securities. As long as no Event of Default existshas occurred and is continuing, Debtor Pledgor is entitled to exercise all voting Rights rights pertaining to any Pledged Securities and Partnership/Limited Liability Company InterestsSecurities; provided provided, however, that no vote shall be cast or consent, waiver, or ratification given or action taken without the prior written consent of Secured Party which would (x) be inconsistent with or violate in any respect any provision of this Security Agreement or any other Loan Document; and provided further that Debtor shall give Secured Party at least five Business Days’ prior written notice in the form of an officers’ certificate of the manner in which it intends to exercise(y) amend, modify, or the reasons for refraining from exercisingwaive any term, any voting provision or condition of Aviation Organizational Documents, or other consensual Rights pertaining agreement relating to, evidencing, providing for the issuance of, or securing any Collateral in any manner adverse to the Collateral or any part thereof which might have a Material Adverse Effect on the value interests of the Collateral or any part thereofSecured Party. If an Event of Default exists has occurred and is continuing, and if Secured Party elects to exercise such Rightright, the Right right to vote any Pledged Securities shall be vested exclusively in Secured Party. To this end, Debtor Pledgor hereby irrevocably constitutes and appoints Secured Party the its proxy and attorney-in-fact of Debtorfact, with full power of substitution, to vote, and to act with respect to, any and all Collateral that is Pledged Securities standing in the name of Debtor such Pledgor or with respect to which Debtor such Pledgor is entitled to vote and act, subject to the understanding that such proxy may not be exercised unless an Event of Default exists. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Obligations have been paid and performed in fullfull or the Event of Default has otherwise been cured, whichever comes first.

Voting of Securities. As long as no Event of Default exists, [each] Debtor is entitled to exercise all voting Rights pertaining to any Pledged Securities and Partnership/Limited Liability Company InterestsSecurities; provided provided, however, that no vote shall be cast or consent, waiver, or ratification given or action taken without the prior written consent of Secured Party which would (x) be inconsistent with or violate any provision of this Security Pledge Agreement or any other Loan DocumentDocument or (y) amend, modify, or waive any term, provision or condition of the certificate of incorporation, bylaws, certificate of formation, or other charter document, or other agreement relating to, evidencing, providing for the issuance of, or securing any Collateral if such action could adversely affect the Rights of Lenders; and provided further that [each] Debtor shall give Secured Party at least five ten Business Days’ ' prior written notice in the form of an officers’ ' certificate of the manner in which it intends to exercise, or the reasons for refraining from exercising, any voting or other consensual Rights pertaining to the Collateral or any part thereof which might have a Material Adverse Effect material adverse effect on the value of the Collateral or any part thereof. If an Event of a Default exists and if Secured Party elects to exercise such Right, the Right to vote any Pledged Securities shall be vested exclusively in Secured Party. To this end, [each] Debtor hereby irrevocably constitutes and appoints Secured Party the proxy and attorney-in-fact of [such] Debtor, with full power of substitution, to vote, and to act with respect to, any and all Collateral that is Pledged Securities standing in the name of [such] Debtor or with respect to which [such] Debtor is entitled to vote and act, subject to the understanding that such proxy may not be exercised unless an Event of a Default exists. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Obligations have Obligation has been paid and performed in full.