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

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

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

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

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

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

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

Voting Rights in Respect of the Pledged Collateral. (a) So long as no Event of Default shall occur and be continuing under any of the Financing DocumentsCredit Agreement, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement, Agreement or the other Financing Documents or the Intercreditor AgreementCredit Documents; provided, however, that such Pledgor will not exercise no vote shall be cast, and no consent shall be given or will refrain from exercising any such voting and other consensual right pertaining action taken, which would have a material adverse effect on the position or interest of Secured Party with respect to the Pledged Collateral; and (b) Pledgor shall be entitled, as the case may be, if such action would impair any Pledged Collateral. At any time and from time to time, after to collect and during the continuation of an Event of Default, no Pledgor shall be permitted to exercise any receive for its own use all cash dividends in respect of its respective voting interests in the Ownership Interests to the extent not in violation of the Credit Agreement other than any and all: (A) dividends and other consensual rights whatsoever pertaining to the distributions paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of Borrower; and (C) cash paid, payable or otherwise distributed, in respect of the redemption of, or in exchange for, any part thereofPledged Collateral; provided, however, in addition that until actually paid all rights to such distributions shall remain subject to the Lien of Secured Party; and (ii) all dividends (other rights than such cash dividends as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect to of any of the Pledged Collateral granted Collateral, whenever paid or made, shall be delivered to the Collateral Agent and the Secured Parties hereunder, at any time and from time Party to time, after and during the continuation of an Event of Default, the Collateral Agent may exercise any and all voting and other consensual rights of each and every Pledgor pertaining to the hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with any part thereofnecessary endorsement). Without limiting the generality of the foregoing and in addition thereto, without except as otherwise permitted by the written consent of Credit Agreement in connection with the Collateral AgentEquity Raise and/or the Equity Incentive Issuance, the Pledgors Pledgor shall not vote to enable, or take any other action to permit, any of the Companies Company to issue any stock, member interests, partnership interests or other equity securities, member interests, partnership interests or other ownership interests Ownership Interests of any nature or to issue any other securities, shares, capital stock, member interests, partnership interests or other ownership interests Ownership Interests convertible into or granting the right to purchase or exchange for any stock, member interests, partnership interests or other equity securities, member interests, partnership interests or other ownership interests Ownership Interests of any nature of any such Company, unless all such additional stock, member interests, partnership interests, Company or other equity securities shall be Pledged Collateral subject to the terms of this Agreement. The Pledgors shall not enter into any agreement or undertaking restricting the right or ability of the Pledgor or the Collateral Agent Secured Party to sell, assign or transfer any of the Pledged CollateralXxxxxxxxxx.

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

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

Voting Rights in Respect of the Pledged Collateral. So long as no Event of Default shall occur and be continuing under any of the Financing Documents, each Credit Agreement: (a) Each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement, Agree- ment or the other Financing Documents or the Intercreditor AgreementLoan Documents; provided, however, that such Pledgor will not exercise or will refrain from exercising any such voting and other consensual right pertaining to the Pledged Collateral, as the case may be, if such action would impair have a Material Adverse Change on the value of any Pledged Collateral. At any time and from time to time, after and during the continuation of an Event of Default, no Pledgor shall be permitted to exercise any of its respective voting and other consensual rights whatsoever pertaining to the Pledged Collateral or any part thereof; provided, however, in addition to the other rights with respect to the Pledged Collateral granted to the Collateral Agent and the Secured Parties hereunder, at any time and from time to time, after and during the continuation of an Event of Default, the Collateral Agent may exercise any and all voting and other consensual rights of each and every Pledgor pertaining to the Pledged Collateral or any part thereofCollat- eral. Without limiting the generality of the foregoing and in addition thereto, without the written consent of the Collateral Agent, the Pledgors shall not vote to enable, or take any other action to permit, any of the Companies to issue any stock, member interests, partnership interests or other equity securities, member interests, partnership interests or other ownership interests of any nature or to issue any other securities, shares, capital stock, member interests, partnership interests or other ownership interests convertible into or granting the right to purchase or exchange for any stock, member interests, partnership interests or other equity securities, member interests, partnership interests or other ownership interests of any nature of any such Company, unless all such additional stock, member interests, partnership interests, Company or other equity securities shall be Pledged Collateral subject to the terms of this Agreement. The Pledgors shall not enter into any agreement or undertaking restricting the right or ability of the Pledgor or the Collateral Agent to sell, assign or transfer trans- fer any of the Pledged Collateral. (b) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent made in accordance with the provi- sions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (c) The Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written re- quest of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and de- liver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is enti- tled to exercise pursuant to Section 19(a) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 19(b) hereof.

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