Common use of Proxy Clause in Contracts

Proxy. (a) Stockholder by this Agreement does hereby constitute and appoint SunTrust, or any nominee of SunTrust, with full power of substitution, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and stead, to vote the Securities of Stockholder as Stockholder’s proxy, at every meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by Stockholder with respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholder.

Proxy. (a) Pursuant to this Agreement, the Stockholder by this Agreement does hereby constitute and appoint SunTrustParent, or any nominee of SunTrustParent, with full power of substitution, during and for the Proxy TermTerm (as hereinafter defined), as the Stockholder’s 's true and lawful attorney and irrevocable proxy, for and in the Stockholder’s 's name, place and stead, to vote the Securities of Stockholder Shares as the Stockholder’s 's proxy, at every meeting of the stockholders of the Company’s , however called, and at every adjournment or postponement thereof, or in connection with any written consent of the stockholders or of the Company, relating to any adjournment thereof (or, as applicable, to instruct and direct any holder proposed action by the stockholders of record of such Securities to vote such Securities) or execute its proxy the Company with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, foregoing matters: (i) for the adoption and in favor of approval of the Merger Agreement and each of the other transactions contemplated thereby and any other matter that is required to facilitate the consummation of the transactions contemplated by the Merger (in each case as amended from time to time)Agreement, (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would reasonably be expected to result in a breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilledStockholder contained in this Agreement, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at against any annualaction, special agreement or other meeting (transaction that would reasonably be expected to materially impede, interfere or at any adjournment thereof) be inconsistent with, delay, postpone, discourage or in connection with any action or consent materially and adversely affect the timely consummation of the stockholders of Offer or the CompanyMerger, in lieu of and (iv) against any other action, agreement or transaction related to a meeting or otherwiseCompeting Proposal. The Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by the Stockholder with respect to its Securitiesthe Shares. The Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust Parent may vote Stockholder’s vote, in accordance with the terms of this Agreement, the Shares in furtherance of its own interests, and SunTrust Parent is not acting as a fiduciary for the Stockholder.

Proxy. (a) Each Stockholder hereby revokes any and all previous proxies granted with respect to such Stockholder's Shares. Each Stockholder, by this Agreement Agreement, with respect to such Stockholder's Shares, does hereby constitute and appoint SunTrustBuyer, or any nominee of SunTrustBuyer, with full power of substitution, during and for the Proxy Term, as Stockholder’s its true and lawful attorney and irrevocable proxy, for and in Stockholder’s its name, place and stead, to vote the Securities each of Stockholder such Stockholder's Shares as Stockholder’s its proxy, at every meeting annual, special or adjourned meeting, or solicitation of consents, of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s stockholders Company (including the right to sign its name (as stockholder) to any consent, certificate or any adjournment thereof, other document relating to the Company that the law of the State of Delaware may permit or require) (i) for in favor of the adoption of the Merger Agreement and this Agreement and approval of the Merger Agreement (defined in the Merger Agreement) and the other transactions contemplated hereby and by the Merger (in each case as amended from time to time)Agreement, (ii) against any extraordinary corporate transaction proposal for any recapitalization, merger, sale of assets or other business combination between the Company and any person or entity (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would result in a breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) fulfilled and (iii) at in favor of any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent matter necessary for the consummation of the stockholders of transactions contemplated by the Company, in lieu of a meeting or otherwiseMerger Agreement and this Agreement. Each Stockholder intends this proxy further agrees to cause such Stockholder's Shares that are outstanding and owned by it beneficially to be irrevocable and voted in accordance with the foregoing. The proxy granted by each Stockholder pursuant to this Article II is irrevocable, is coupled with an interest during and is granted in consideration of Buyer's entering into this Agreement and the Proxy Term and hereby revokes any Merger Agreement; provided, however, that such proxy previously granted by Stockholder shall be revoked upon termination of the Merger Agreement in accordance with respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholderterms.

Proxy. (a) Stockholder Each Shareholder, by this Agreement does Agreement, hereby constitute constitutes and appoint SunTrust, or any nominee of SunTrust----- appoints Patriot, with full power of substitution, during and for the Proxy Term, as Stockholder’s such Shareholder's true and lawful attorney and irrevocable proxy, for and in Stockholder’s Shareholder's name, place and stead, to vote the Securities each of Stockholder such Shares owned by such Shareholder as Stockholder’s Shareholder's proxy, at every meeting of the Company’s stockholders shareholders of the Company or any adjournment thereof (or, as applicable, to instruct and direct or in connection with any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting written consent of the Company’s stockholders or any adjournment thereof's shareholders, (i) for in favor of the adoption of the Merger Agreement and approval of the Merger Agreement and the other transactions contemplated by the Merger (in each case as amended from time to time)Agreement, (ii) against (x) any extraordinary corporate transaction (other than Company Takeover Proposal, as that term is defined in the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such actionMerger Agreement, and (iii) against any other proposal for any action or agreement that would result in a breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement or which is reasonably likely to result in any of the conditions of the Company's obligations under the Merger Agreement not being fulfilledfulfilled and (y) any change in the directors of the Company, unless SunTrust determines any change in the present capitalization of the Company or any amendment to vote the Company's articles of organization or consent bylaws, any other material change in favor of such actionthe Company's corporate structure or business, or any other action which in the case of each clauses of the matters referred to in this clause (i)y) could reasonably be expected to impede, (ii) interfere with, delay, postpone or materially adversely affect the transactions contemplated by the Merger Agreement or the likelihood of such transactions being consummated, and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at any annual, special or other such meeting (or at any adjournment thereof) of shareholders or in such consent, and in connection with therewith to execute any action documents which are necessary or consent of appropriate in order to effectuate the stockholders of foregoing, including the Company, in lieu of a meeting ability for Patriot or otherwiseits nominees to vote such Shares directly. Stockholder Each Shareholder intends this the foregoing proxy to be be, and it shall be, irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy proxies previously granted by Stockholder such Shareholder with respect to its Securities. Stockholder acknowledges that, pursuant the Shares to the authority hereby granted under extent inconsistent with the irrevocable foregoing proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholder.

Proxy. (a) Stockholder Each Shareholder, by this Agreement does Agreement, hereby constitute constitutes and appoint SunTrust, or any nominee of SunTrustappoints REIT, with full power of substitution, during and for the Proxy Term, as Stockholder’s such Shareholder's true and lawful attorney and irrevocable proxy, for and in Stockholder’s such Shareholder's name, place and stead, to vote the Securities each of Stockholder such Shares owned by such Shareholder as Stockholder’s Shareholder's proxy, at every meeting of the Company’s stockholders shareholders of the Company or any adjournment thereof (or, as applicable, to instruct and direct or in connection with any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting written consent of the Company’s stockholders or any adjournment thereof's shareholders, (i) for in favor of the adoption of the Merger Agreement and approval of the Merger Agreement and the other transactions contemplated by the Merger (in each case as amended from time to time)Agreement, (ii) against (x) any extraordinary corporate transaction Company Takeover Proposal (other than which term as used in this Agreement shall have the Mergermeaning as defined in the Merger Agreement), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or and any of its subsidiaries (other than pursuant to the Merger) or proposal for any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would result in a breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement or which is reasonably likely to result in any of the conditions of the Company's obligations under the Merger Agreement not being fulfilledfulfilled and (y) any change in the directors of the Company, unless SunTrust determines any change in the present capitalization of the Company or any amendment to vote the Company's articles of organization or consent bylaws, any other material change in favor of such actionthe Company's corporate structure or business, or any other action which in the case of each clauses of the matters referred to in this clause (i)y) could reasonably be expected to impede, (ii) interfere with, delay, postpone or materially adversely affect the transactions contemplated by the Merger Agreement or the likelihood of such transactions being consummated, and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at any annual, special or other such meeting (or at any adjournment thereof) of shareholders or in such consent, and in connection with therewith to execute any action documents which are necessary or consent of appropriate in order to effectuate the stockholders of foregoing, including the Company, in lieu of a meeting ability for REIT or otherwiseits nominees to vote such Shares directly. Stockholder Each Shareholder intends this the foregoing proxy to be be, and it shall be, irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy proxies previously granted by Stockholder such Shareholder with respect to its Securities. Stockholder acknowledges that, pursuant the Shares to the authority hereby granted under extent inconsistent with the irrevocable foregoing proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholder.

Proxy. (a) In order to fully implement the agreement of each Stockholder by this Agreement does set forth in Section 1.1 above, the Stockholder hereby constitute and appoint SunTrust, or any nominee of SunTrustirrevocably appoints Parent, with full power of substitution, during substitution (Parent and for its substitutes being referred to herein as the Proxy Term“Proxy”), as Stockholder’s the true and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and stead, proxy of the Stockholder to vote the Securities of all Stockholder as Stockholder’s proxy, at every meeting Shares of the Company’s stockholders or any adjournment thereof (or, Stockholder on matters as applicable, to instruct and direct any holder of record of such Securities which the Stockholder is entitled to vote such Securities) or execute its proxy with respect to such Securities at every a meeting of the Company’s stockholders or any adjournment thereof, (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the CompanyCompany or to which the Stockholder is entitled to express consent or dissent to corporate action in writing without a meeting, in the Proxy’s absolute, sole and binding discretion, on the matters specified in Section 1.1 above. The Stockholder agrees that the Proxy may, in such Stockholder’s name and stead, (i) attend any annual or special meeting of the stockholders of the Company and vote all Stockholder Shares of the Stockholder at any such annual or special meeting as to the matters specified in Section 1.1 above, and (ii) execute with respect to all Stockholder Shares of the Stockholder any written consent to, or dissent from, corporate action respecting any matter specified in Section 1.1 above. The Stockholder agrees to refrain from (A) voting the Stockholder Shares of the Stockholder at any annual or special meeting of the stockholders of the Company in any manner inconsistent with the terms of this Agreement, (B) executing any written consent in lieu of a meeting of the stockholders of the Company in any manner inconsistent with the terms of this Agreement, (C) exercising any rights of dissent with respect to the Stockholder Shares of the Stockholder, and (D) granting any proxy or otherwiseauthorization to any person with respect to the voting of the Stockholder Shares of the Stockholder, except pursuant to this Agreement, or taking any action contrary to or in any manner inconsistent with the terms of this Agreement. The Stockholder intends agrees that this grant of proxy to be and appointment of attorney is irrevocable and coupled with an interest during and agrees that the person designated as Proxy Term and hereby revokes pursuant hereto may at any proxy previously granted by Stockholder with respect time name any other person as its substituted Proxy to its Securities. Stockholder acknowledges thatact pursuant hereto, pursuant either as to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting a specific matter or as a fiduciary for Stockholderto all matters.

Proxy. (a) Stockholder by this Agreement does hereby constitute and appoint SunTrustappoints the Designated Consenting Lender as the lawful proxy for Stockholder to vote all of the Shares which Stockholder is entitled to vote, or any nominee of SunTrustwhich Stockholder controls, with full power of substitutiondirectly or indirectly, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxyin each case, for and in Stockholder’s the name, place and stead, to vote the Securities stead of Stockholder as Stockholder’s proxy, at every any annual, special or other meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct of Toy Biz and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, or pursuant to any consent in lieu of a meeting, at which meeting or in connection with which consent action shall be taken, and such proxy shall be for the sole purpose of acting (a) in favor of the transactions contemplated by the Master Agreement and the Plan of Reorganization, including the Merger; (b) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of Toy Biz under the Master Agreement or any agreement contemplated thereby, including the Merger Agreement; (c) against any action or agreement that would, directly or indirectly, impede, interfere with, delay, postpone or attempt to discourage the Merger or confirmation of the Plan of Reorganization, including, but not limited to: (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, other business combination, tender reorganization or exchange offer, reorganization, recapitalization, liquidation, liquidation involving Toy Biz or its subsidiary; (ii) a sale or transfer of a material amount of assets of Toy Biz or its subsidiary except as otherwise described on Schedule 1 in the assets Disclosure Schedule separately delivered by the Stockholders with this Agreement;(iii) any change in the management or securities board of directors of Toy Biz, except as otherwise agreed to in writing by a Majority of the Company Consenting Lenders (as defined in Section 11); (iv) any change in the present capitalization or any dividend policy of its subsidiaries Toy Biz; or (other than pursuant to the Mergerv) or any other change of control involving the Company in Toy Biz's corporate structure or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent business; and (d) in favor of such any other action, and (iii) against any other action directly or agreement that would result indirectly, necessary or appropriate to effect the Merger in a breach accordance with the terms of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any confirmation of the conditions to the obligations Plan of the Company under the Merger Agreement not being fulfilledReorganization. The foregoing proxy, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy to be irrevocable and which is coupled with an interest and therefore not terminable by Stockholder without the consent of all of the Consenting Lenders, will remain in effect during the Proxy Term and hereby revokes any proxy previously granted term of this Agreement. "Designated Consenting Lender" means a Consenting Lender designated in writing by Stockholder with respect a Majority of the Consenting Lenders who agrees to its Securities. Stockholder acknowledges that, pursuant to act as agent for the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for StockholderConsenting Lenders.

Proxy. (a) 2.1 Each Stockholder by this Agreement does hereby constitute and appoint SunTrustParent, or any nominee of SunTrustParent, with full power of substitution, during and for the Proxy TermTerm (as hereinafter defined), as such Stockholder’s 's true and lawful attorney and irrevocable proxy, for and in such Stockholder’s 's name, place and stead, to vote the Securities each of Stockholder such Shares as such Stockholder’s 's proxy, at every meeting of the Company’s stockholders Company Stockholders or any adjournment thereof (or in connection with any written consent of the Company Stockholders, or, as applicable, to instruct and direct DTC, Bear Stearns, Credit Suisse First Boston or any other holder of record of such Securities xx xxx Shares to vote such Securities) its Shares or execute its proxy with respect to such Securities Shares at every meeting of the Company’s stockholders Company Stockholders or any adjournment thereofthereof or in connection with any written consent of the Company Stockholders, (i) for in favor of adoption of the adoption and Merger Agreement, approval of the Merger Agreement and any other action of the Merger (Company Stockholders requested in each case as amended from time to time), furtherance thereof; (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender action or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities agreement submitted for approval of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement Stockholders that would reasonably be expected to result in a breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or that would result of such Stockholder contained in this Agreement; and (iii) against any of the conditions Acquisition Proposal or any other action, agreement or transaction submitted for approval to the obligations Company Stockholders that is intended, or could reasonably be expected, to impede, interfere or be inconsistent with, delay, postpone, discourage or adversely affect the Merger or this Agreement, including: (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries (other than the Merger); (B) a sale, lease or transfer of a material amount of assets of the Company under or any of its Subsidiaries or a reorganization, recapitalization or liquidation of the Merger Agreement not being fulfilledCompany or any of its Subsidiaries; (C) a material change in the policies or management of the Company; (D) an election of new members to the board of directors of the Company, unless SunTrust determines except where the vote is cast in favor of the nominees of a majority of the existing directors; (E) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company Certificate of Incorporation or Company Bylaws; or (F) any other material change in the Company's corporate structure or business, unless, with respect to any of (A) through (F) above, Parent shall determine to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwiseactions. Each Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by such Stockholder with respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote such Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholder's Shares.

Proxy. Each Shareholder hereby irrevocably appoints Parent and Sub (a) Stockholder by this Agreement does hereby constitute and appoint SunTrust, or any nominee of SunTrusteither Parent or Sub) and each of them, with full power of substitution and re-substitution, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and stead, to vote the Securities of Stockholder as Stockholder’s proxy, at every meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, (i) as proxies for such Shareholder to vote all of his Shares for and in the adoption name, place, and stead of such Shareholder at any meeting of the holders of Common Stock or any adjournments or postponements thereof or pursuant to any consent in lieu of a meeting, or otherwise, with respect only to the approval of this Agreement, the Merger Agreement, the Offer, the transactions contemplated by the Merger Agreement, any matters related to or in connection with the Merger and any corporate action, the consummation of which would violate, frustrate the purposes of, prevent or delay the consummation of the transactions contemplated by the Merger Agreement and (including, without limitation, any proposal to amend the Merger (in each case as amended from time to time), (ii) against Articles of Incorporation or By-laws of the Company or approve any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combinationsale or purchase of any assets, tender issuance of Common Stock or exchange offerany other equity security of the Company (or a security convertible into an equity security of the Company), reorganization, recapitalization, liquidation, sale winding up of or transfer of a material amount of the assets or securities of by the Company or any of its subsidiaries (other than pursuant to the Mergersimilar transaction) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iiiii) against any as his true and lawful attorneys-in-fact to execute one or more consents or other action or agreement that would result instruments from time to time in order to take such actions informally without notice of a breach of any representation, warranty, covenant or agreement meeting of the Company contained shareholders of the Company; provided, however, that in the event that the Unaffiliated Directors (as defined in the Merger Agreement Agreement) (or that would result in any committee designated thereby) shall withdraw, or propose publicly to withdraw, the approval or recommendation by such Unaffiliated Directors or such committee of the conditions to the obligations of the Company under Offer, the Merger or Merger Agreement not being fulfilled, unless SunTrust determines to vote (or consent in favor of such action, in the case of each clauses (iany transaction contemplated thereby), such appointment of Parent and Sub as proxies shall become immediately revocable. Each Shareholder agrees that the foregoing proxy and power- of-attorney granted to Parent and Sub (iiand their respective nominees) in this subsection shall be irrevocable during the term of this Agreement and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy shall be deemed to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes interest. Each Shareholder represents that any proxy previously granted by Stockholder with proxies heretofore given in respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s of his Shares in furtherance of its own interestsare not irrevocable, and SunTrust is not acting as a fiduciary for Stockholderthat such proxies are hereby revoked. ARTICLE III.

Proxy. (a) Each of the Stockholders hereby appoints the Designated Consenting Lender the lawful proxy for the Stockholder by this Agreement does hereby constitute and appoint SunTrustto vote all of the Shares which the Stockholder is entitled to vote, or any nominee of SunTrustwhich the Stockholder controls, with full power of substitutiondirectly or indirectly, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxyin each case, for and in Stockholder’s the name, place and stead, to vote stead of the Securities of Stockholder as Stockholder’s proxy, at every any annual, special or other meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct of Toy Biz and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, or pursuant to any consent in lieu of a meeting, at which meeting or in connection with which consent action shall be taken, and such proxy shall be for the sole purpose of acting (a) in favor of the transactions contemplated by the Master Agreement and the Plan of Reorganization, including the Merger; (b) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of Toy Biz under the Master Agreement or any agreement contemplated thereby, including the Merger Agreement;(c) against any action or agreement that would, directly or indirectly, impede, interfere with, delay, postpone or attempt to discourage the Merger or confirmation of the Plan of Reorganization, including, but not limited to: (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, other business combination, tender reorganization or exchange offer, reorganization, recapitalization, liquidation, liquidation involving Toy Biz or its subsidiary; (ii) a sale or transfer of a material amount of assets of Toy Biz or its subsidiary except as otherwise described on Schedule 1 in the assets Disclosure Schedule separately delivered by the Stockholders with this Agreement; (iii) any change in the management or securities board of directors of Toy Biz, except as otherwise agreed to in writing by a Majority of the Company Consenting Lenders (as defined in Section 11); (iv) any change in the present capitalization or any dividend policy of its subsidiaries Toy Biz; or (other than pursuant to the Mergerv) or any other change of control involving the Company in Toy Biz's corporate structure or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent business; and (d) in favor of such any other action, and (iii) against any other action directly or agreement that would result indirectly, necessary or appropriate to effect the Merger in a breach accordance with the terms of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any confirmation of the conditions to the obligations Plan of the Company under the Merger Agreement not being fulfilledReorganization. The foregoing proxy, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy to be irrevocable and which is coupled with an interest and therefore not terminable by the Stockholders without the consent of all of the Consenting Lenders, will remain in effect during the Proxy Term and hereby revokes any proxy previously granted term of this Agreement. "Designated Consenting Lender" means a Consenting Lender designated in writing by Stockholder with respect a Majority of the Consenting Lenders who agrees to its Securities. Stockholder acknowledges that, pursuant to act as agent for the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for StockholderConsenting Lenders.

Proxy. (a) Stockholder Each Shareholder, by this Agreement does Agreement, hereby constitute constitutes and appoint SunTrust, or any nominee of SunTrustappoints REIT, with full power of substitution, during and for the Proxy Term, as Stockholder’s such Shareholder s true and lawful attorney and irrevocable proxy, for and in Stockholder’s such Shareholder s name, place and stead, to vote the Securities each of Stockholder such Shares owned by such Shareholder as Stockholder’s Shareholder s proxy, at every meeting of the Company’s stockholders shareholders of the Company or any adjournment thereof (or, as applicable, to instruct and direct or in connection with any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting written consent of the Company’s stockholders or any adjournment thereofCompany s shareholders, (i( i ) for in favor of the adoption of the Merger Agreement and approval of the Merger Agreement and the other transactions contemplated by the Merger (in each case as amended from time to time)Agreement, (ii) against (x) any extraordinary corporate transaction Company Takeover Proposal (other than which term as used in this Agreement shall have the Mergermeaning as defined in the Merger Agreement), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or and any of its subsidiaries (other than pursuant to the Merger) or proposal for any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would result in a breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement or which is reasonably likely to result in any of the conditions of the Company s obligations under the Merger Agreement not being fulfilledfulfilled and (y) any change in the directors of the Company, unless SunTrust determines any change in the present capitalization of the Company or any amendment to vote the Company s articles of organization or consent bylaws, any other material change in favor of such actionthe Company s corporate structure or business, or any other action which in the case of each clauses of the matters referred to in this clause (i)y) could reasonably be expected to impede, (ii) interfere with, delay, postpone or materially adversely affect the transactions contemplated by the Merger Agreement or the likelihood of such transactions being consummated, and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at any annual, special or other such meeting (or at any adjournment thereof) of shareholders or in such consent, and in connection with therewith to execute any action documents which are necessary or consent of appropriate in order to effectuate the stockholders of foregoing, including the Company, in lieu of a meeting ability for REIT or otherwiseits nominees to vote such Shares directly. Stockholder Each Shareholder intends this intends the foregoing proxy to be be, and it shall be, irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy proxies previously granted by Stockholder such Shareholder with respect to its Securities. Stockholder acknowledges that, pursuant the Shares to the authority hereby granted under extent inconsistent with the irrevocable foregoing proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholder.

Proxy. Each Shareholder hereby irrevocably appoints Parent and Sub (a) Stockholder by this Agreement does hereby constitute and appoint SunTrust, or any nominee of SunTrusteither Parent or Sub) and each of them, with full power of substitution and re-substitution, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and stead, to vote the Securities of Stockholder as Stockholder’s proxy, at every meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, (i) as proxies for such Shareholder to vote all of his Shares for and in the adoption name, place, and stead of such Shareholder at any meeting of the holders of Common Stock or any adjournments or postponements thereof or pursuant to any consent in lieu of a meeting, or otherwise, with respect only to the approval of this Agreement, the Merger Agreement, the Offer, the transactions contemplated by the Merger Agreement, any matters related to or in connection with the Merger and any corporate action, the consummation of which would violate, frustrate the purposes of, prevent or delay the consummation of the transactions contemplated by the Merger Agreement and (including, without limitation, any proposal to amend the Merger (in each case as amended from time to time), (ii) against Articles of Incorporation or By-laws of the Company or approve any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combinationsale or purchase of any assets, tender issuance of Common Stock or exchange offerany other equity security of the Company (or a security convertible into an equity security of the Company), reorganization, recapitalization, liquidation, sale winding up of or transfer of a material amount of the assets or securities of by the Company or any of its subsidiaries (other than pursuant to the Mergersimilar transaction) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iiiii) against any as his true and lawful attorneys-in-fact to execute one or more consents or other action or agreement that would result instruments from time to time in order to take such actions informally without notice of a breach of any representation, warranty, covenant or agreement meeting of the Company contained shareholders of the Company; provided, however, that in the event that the Unaffiliated Directors (as defined in the Merger Agreement Agreement) (or that would result in any committee designated thereby) shall withdraw, or propose publicly to withdraw, the approval or recommendation by such Unaffiliated Directors or such committee of the conditions to the obligations of the Company under Offer, the Merger or Merger Agreement not being fulfilled, unless SunTrust determines to vote (or consent in favor of such action, in the case of each clauses (iany transaction contemplated thereby), such appointment of Parent and Sub as proxies shall become immediately revocable. Each Shareholder agrees that the foregoing proxy and power-of-attorney granted to Parent and Sub (iiand their respective nominees) in this subsection shall be irrevocable during the term of this Agreement and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy shall be deemed to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes interest. Each Shareholder represents that any proxy previously granted by Stockholder with proxies heretofore given in respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s of his Shares in furtherance of its own interestsare not irrevocable, and SunTrust is not acting as a fiduciary for Stockholderthat such proxies are hereby revoked.

Proxy. (a) SECTION 1.01. Irrevocable Proxy. Stockholder by this Agreement does hereby constitute irrevocably appoints Buyer, until termination of the Merger Agreement, as the Stockholder's attorney and appoint SunTrust, or any nominee of SunTrustproxy, with full power of substitution, during to vote, and for otherwise act (by written consent or otherwise) with respect to the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and stead, shares of Common Stock which the Stockholder is entitled to vote the Securities of Stockholder as Stockholder’s proxy, at every any meeting of the Company’s stockholders of the Holding Company (whether annual or any adjournment thereof (or, as applicable, to instruct special and direct any holder of record of such Securities to vote such Securitieswhether or not an adjourned or postponed meeting) or execute consent in lieu of any such meeting or otherwise, in such manner as Buyer or its proxy substitute shall, in its sole discretion, deem proper with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, following matters: (i) any proposal for the adoption and or approval of the Merger Agreement and the Merger (in each case as amended from time to time), Agreement; (ii) against any extraordinary corporate transaction proposal relating to (other than A) the Merger), such as a merger, consolidation, business combination, tender sale of stock or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount assets of the assets or securities of the Holding Company or any of its subsidiaries or any interest therein OTHER THAN AS contemplated by the merger agreement, (B) the merger, consolidation or other combination of the Holding Company or any of its subsidiaries with any person, other than pursuant to as contemplated by the MergerMerger Agreement, (C) the liquidation, dissolution or any other change reorganization of control involving the Holding Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iiiD) against any other action or agreement that would result in a breach of any covenant, representation, warranty, covenant warranty or any other obligation or agreement of the Holding Company contained in or any of its subsidiaries under the Merger Agreement or that would which could result in any of the conditions to the Buyer and Acquisition's obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) ; and (iii) at any annual, special as otherwise necessary or other meeting (or at any adjournment thereof) or in connection with any action or consent of appropriate to enable the stockholders of the Holding Company, in lieu Buyer and Acquisition to consummate the transactions contemplated by the Merger Agreement. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Stockholder hereby revokes all other proxies and powers of attorney with respect to the shares of Common Stock owned by the Stockholder which the Stockholder may have heretofore appointed or granted (other than a meeting or otherwise. Stockholder intends this proxy to vote in accordance with Section 1.01 hereof), and no subsequent proxy or power of attorney shall be irrevocable given or written consent executed (and coupled with an interest during if given or executed, shall not be effective) by the Proxy Term and hereby revokes any proxy previously granted by Stockholder with respect thereto (other than in accordance with Section 1.01 hereof). All authority herein conferred or agreed to be conferred shall survive the death, incapacity, bankruptcy or liquidation of the Stockholder and any obligation of the Stockholder under this Agreement shall be binding upon its Securities. Stockholder acknowledges thatheirs, pursuant to the authority hereby granted under the irrevocable proxyrepresentatives, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, assigns and SunTrust is not acting as a fiduciary for Stockholdersuccessors.

Proxy. In furtherance of the Shareholders’ agreement in Section 1(a), but subject to the following sentence, each Shareholder hereby appoints HFN Trust Company 2010 Ltd. as such Shareholder’s proxy and attorney-in-fact (a) Stockholder by this Agreement does hereby constitute and appoint SunTrust, or any nominee of SunTrust, with full power of substitution, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy), for and in Stockholder’s the name, place and steadstead of such Shareholder, to vote all of such Shareholder’s Shareholder Shares (at the Securities of Stockholder as Stockholder’s proxy, at every Company General Meeting and any other meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting shareholders of the Company’s stockholders Company however called or any adjournment thereof), or to execute one or more written consents in respect of such Shareholder Shares, (i) for in favor of the adoption and approval of the Merger Agreement and the approval of the Merger (in each case as amended from time to time)and the other transactions contemplated by the Merger Agreement, (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement (including, without limitation, any amendment of any agreement) that would result in a breach of any representation, warranty, covenant covenant, agreement or agreement other obligation of the Company contained in the Merger Agreement Agreement, (iii) against any Acquisition Proposal or Acquisition Transaction that would result in is the subject of an Acquisition Proposal and (iv) against any agreement (including, without limitation, any amendment of any agreement), amendment of the conditions to the obligations memorandum of association or articles of association of the Company or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay or postpone the consummation of the Merger or the other transactions contemplated by the Merger Agreement; provided, however, that such Shareholder’s grant of the proxy contemplated in this Section 1(b) shall be effective if, and only if, such Shareholder has not delivered to the Secretary or General Counsel of the Company at least ten (10) Business Days prior to the date of such Company General Meeting a duly executed proxy card previously approved by Parent voting such Shareholder’s Shareholder Shares in the manner specified in Section 1(a) or in the event such proxy card has been thereafter modified or revoked or otherwise fails to evidence such Shareholder’s compliance with its obligations under Section 1(a) in form and substance reasonably acceptable to Parent. Such proxy, if granted as provided in this Section 1(b), shall (A) be valid and irrevocable until the termination of this Agreement in accordance with Section 3 and (B) automatically terminate upon the termination of this Agreement in accordance with Section 3. Each Shareholder represents that any and all other proxies heretofore given in respect of the Shareholder Shares are revocable, and that such other proxies have been revoked. Each Shareholder affirms that, if granted by it as provided in this Section 1(b), the foregoing proxy will be: (x) given (i) in connection with the execution of the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), and (ii) and to secure the performance of such Shareholder’s duties under this Agreement, (iiiy) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy to be irrevocable and coupled with an interest during and may not be revoked except as otherwise provided in this Agreement and (z) intended to be irrevocable prior to termination of this Agreement. All authority herein conferred shall survive the Proxy Term death or incapacity of a Shareholder and hereby revokes any proxy previously granted by Stockholder with respect to its Securities. Stockholder acknowledges thatshall be binding upon the heirs, pursuant to the authority hereby granted under the irrevocable proxyestate, SunTrust may vote Stockholder’s Shares in furtherance administrators, personal representatives, successors and assigns of its own interests, and SunTrust is not acting as a fiduciary for Stockholdersuch Shareholder.

Proxy. In furtherance of the Shareholders’ agreement in Section 1(a), but subject to the following sentence, each Shareholder hereby appoints HFN Trust Company 2010 Ltd. as such Shareholder’s proxy and attorney-in-fact (a) Stockholder by this Agreement does hereby constitute and appoint SunTrust, or any nominee of SunTrust, with full power of substitution, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy), for and in Stockholder’s the name, place and steadstead of such Shareholder, to vote all of such Shareholder's Shareholder Shares (at the Securities of Stockholder as Stockholder’s proxy, at every Company General Meeting and any other meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting shareholders of the Company’s stockholders Company however called or any adjournment thereof), or to execute one or more written consents in respect of such Shareholder Shares, (i) for in favor of the adoption and approval of the Merger Agreement and the approval of the Merger (in each case as amended from time to time)and the other transactions contemplated by the Merger Agreement, (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement (including, without limitation, any amendment of any agreement) that would result in a breach of any representation, warranty, covenant covenant, agreement or agreement other obligation of the Company contained in the Merger Agreement Agreement, (iii) against any Acquisition Proposal or Acquisition Transaction that would result in is the subject of an Acquisition Proposal and (iv) against any agreement (including, without limitation, any amendment of any agreement), amendment of the conditions to the obligations memorandum of association or articles of association of the Company or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay or postpone the consummation of the Merger or the other transactions contemplated by the Merger Agreement; provided, however, that such Shareholder's grant of the proxy contemplated in this Section 1(b) shall be effective if, and only if, such Shareholder has not delivered to the Secretary or General Counsel of the Company at least ten (10) Business Days prior to the date of such Company General Meeting a duly executed proxy card previously approved by Parent voting such Shareholder’s Shareholder Shares in the manner specified in Section 1(a) or in the event such proxy card has been thereafter modified or revoked or otherwise fails to evidence such Shareholder's compliance with its obligations under Section 1(a) in form and substance reasonably acceptable to Parent. Such proxy, if granted as provided in this Section 1(b), shall (A) be valid and irrevocable until the termination of this Agreement in accordance with Section 3 and (B) automatically terminate upon the termination of this Agreement in accordance with Section 3. Each Shareholder represents that any and all other proxies heretofore given in respect of the Shareholder Shares are revocable, and that such other proxies have been revoked. Each Shareholder affirms that, if granted by it as provided in this Section 1(b), the foregoing proxy will be: (x) given (i) in connection with the execution of the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), and (ii) and to secure the performance of such Shareholder’s duties under this Agreement, (iiiy) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy to be irrevocable and coupled with an interest during and may not be revoked except as otherwise provided in this Agreement and (z) intended to be irrevocable prior to termination of this Agreement. All authority herein conferred shall survive the Proxy Term death or incapacity of a Shareholder and hereby revokes any proxy previously granted by Stockholder with respect to its Securities. Stockholder acknowledges thatshall be binding upon the heirs, pursuant to the authority hereby granted under the irrevocable proxyestate, SunTrust may vote Stockholder’s Shares in furtherance administrators, personal representatives, successors and assigns of its own interests, and SunTrust is not acting as a fiduciary for Stockholdersuch Shareholder.

Proxy. (a) Stockholder by this Agreement does hereby constitute and appoint SunTrustappoints the Designated Consenting Lender as the lawful proxy for Stockholder to vote all of the Shares which Stockholder is entitled to vote, or any nominee of SunTrustwhich Stockholder controls, with full power of substitutiondirectly or indirectly, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxyin each case, for and in Stockholder’s the name, place and stead, to vote the Securities stead of Stockholder as Stockholder’s proxy, at every any annual, special or other meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct of Toy Biz and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, or pursuant to any consent in lieu of a meeting, at which meeting or in connection with which consent action shall be taken, and such proxy shall be for the sole purpose of acting (a) in favor of the transactions contemplated by the Master Agreement and the Plan of Reorganization, including the Merger; (b) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of Toy Biz under the Master Agreement or any agreement contemplated thereby, including the Merger Agreement; (c) against any action or agreement that would, directly or indirectly, impede, interfere with, delay, postpone or attempt to discourage the Merger or confirmation of the Plan of Reorganization, including, but not limited to: (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, other business combination, tender reorganization or exchange offer, reorganization, recapitalization, liquidation, liquidation involving Toy Biz or its subsidiary; (ii) a sale or transfer of a material amount of assets of Toy Biz or its subsidiary except as otherwise described on Schedule 1 in the assets Disclosure Schedule separately delivered by the Stockholders with this Agreement;(iii) any change in the management or securities board of directors of Toy Biz, except as otherwise agreed to in writing by a Requisite Amount of the Company Consenting Lenders (as defined in Section 11); (iv) any change in the present capitalization or any dividend policy of its subsidiaries Toy Biz; or (other than pursuant to the Mergerv) or any other change of control involving the Company in Toy Biz's corporate structure or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent business; and (d) in favor of such any other action, and (iii) against any other action directly or agreement that would result indirectly, necessary or appropriate to effect the Merger in a breach accordance with the terms of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any confirmation of the conditions to the obligations Plan of the Company under the Merger Agreement not being fulfilledReorganization. The foregoing proxy, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy to be irrevocable and which is coupled with an interest and therefore not terminable by Stockholder without the consent of all of the Consenting Lenders, will remain in effect during the Proxy Term and hereby revokes any proxy previously granted term of this Agreement. "Designated Consenting Lender" means a Consenting Lender designated in writing by Stockholder with respect a Requisite Amount of the Consenting Lenders who agrees to its Securities. Stockholder acknowledges that, pursuant to act as agent for the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for StockholderConsenting Lenders hereunder.

Proxy. (a) Stockholder by this Agreement does Each of the Management Shareholders hereby constitute irrevocably appoints Millers and appoint SunTrust, or any nominee Merger Sub and each of SunTrustthem, with full power of substitutionsubstitution and resubstitution (or any other designees of Millers), during and as proxies for the Proxy TermManagement Shareholder to vote, as Stockholder’s true and lawful attorney and irrevocable proxythe Management Shareholder personally agrees to vote, all Shares that the Management Shareholder is entitled to vote, for and in Stockholder’s the name, place place, and stead, to vote stead of the Securities of Stockholder as Stockholder’s proxy, Management Shareholder at every any meeting of the Company’s stockholders holders of shares of Common Stock or any adjournment adjournments or postponements thereof (oror pursuant to any consent in lieu of a meeting, as applicableor otherwise, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect only to such Securities at every meeting the approval of this Agreement, the transactions contemplated by this Agreement, any matters related to or in connection with the Merger, and any corporate action the consummation of which would violate, frustrate the purposes of, prevent, or delay the consummation of the Company’s stockholders transactions contemplated by this Agreement (including, without limitation, any proposal to amend the Articles of Incorporation or any adjournment thereof, (i) for the adoption and approval bylaws of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against Company or approve any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combinationsale or purchase of any assets, tender issuance of Common Stock or exchange offerany other equity security of the Company (or a security convertible into an equity security of the Company), reorganization, recapitalization, liquidation, sale winding up of or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of by the Company, in lieu of a meeting or otherwiseany similar transaction). Stockholder intends this The Management Shareholders agree that the foregoing proxy to be irrevocable and is coupled with an interest during the Proxy Term and hereby revokes sufficient in law to support an irrevocable proxy. This proxy shall revoke any other proxy previously granted by Stockholder any Management Shareholder at any time with respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholderno subsequent proxies will be given with respect thereto by any Management Shareholder.

Proxy. (a) 2.1 Each Stockholder by this Agreement does hereby constitute and appoint SunTrustParent, or any nominee of SunTrustParent, with full power of substitution, during and for the Proxy TermTerm (as hereinafter defined), as such Stockholder’s 's true and lawful attorney and irrevocable proxy, for and in such Stockholder’s 's name, place and stead, to vote the Securities each of Stockholder such Shares as such Stockholder’s 's proxy, at every meeting of the Company’s stockholders Company Stockholders or any adjournment thereof (or in connection with any written consent of the Company Stockholders, or, as applicable, to instruct and direct DTC, Bear Xxxxxxx, Credit Suisse First Boston or any other holder of record of such Securities the Shares to vote such Securities) its Shares or execute its proxy with respect to such Securities Shares at every meeting of the Company’s stockholders Company Stockholders or any adjournment thereofthereof or in connection with any written consent of the Company Stockholders, (i) for in favor of adoption of the adoption and Merger Agreement, approval of the Merger Agreement and any other action of the Merger (Company Stockholders requested in each case as amended from time to time), furtherance thereof; (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender action or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities agreement submitted for approval of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement Stockholders that would reasonably be expected to result in a breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or that would result of such Stockholder contained in this Agreement; and (iii) against any of the conditions Acquisition Proposal or any other action, agreement or transaction submitted for approval to the obligations Company Stockholders that is intended, or could reasonably be expected, to impede, interfere or be inconsistent with, delay, postpone, discourage or adversely affect the Merger or this Agreement, including: (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries (other than the Merger); (B) a sale, lease or transfer of a material amount of assets of the Company under or any of its Subsidiaries or a reorganization, recapitalization or liquidation of the Merger Agreement not being fulfilledCompany or any of its Subsidiaries; (C) a material change in the policies or management of the Company; (D) an election of new members to the board of directors of the Company, unless SunTrust determines except where the vote is cast in favor of the nominees of a majority of the existing directors; (E) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company Certificate of Incorporation or Company Bylaws; or (F) any other material change in the Company's corporate structure or business, unless, with respect to any of (A) through (F) above, Parent shall determine to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwiseactions. Each Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by such Stockholder with respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote such Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholder's Shares.

Proxy. (a) Each Stockholder by this Agreement does hereby constitute and appoint SunTrustAcquiror, or any nominee of SunTrustAcquiror, with full power of substitution, during and for the Proxy TermTerm (as hereinafter defined), as such Stockholder’s true and lawful attorney and irrevocable proxy, for and in such Stockholder’s name, place and stead, to vote the Securities of Stockholder Shares as such Stockholder’s proxy, at every meeting of the Company’s stockholders of Cxxxx, however called, and at every adjournment or postponement thereof, or in connection with any adjournment thereof (orwritten consent of the stockholders of Cxxxx, as applicable, relating to instruct and direct any holder proposed action by the Stockholders of record of such Securities to vote such Securities) or execute its proxy Cxxxx with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, foregoing matters: (i) for the adoption and in favor of approval of the Merger Agreement and each of the Merger (in each case as amended from time to time)other transactions contemplated thereby, (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement submitted for approval of the stockholders of Cxxxx that would reasonably be expected to result in a breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company Cxxxx contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilledStockholders contained in this Agreement, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at against any annualaction, special agreement or other meeting (or at any adjournment thereof) or in connection with any action or consent of transaction submitted for approval to the stockholders of Cxxxx that would reasonably be expected to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the Companytimely consummation of the Offer or the Merger; and (iv) against any other action, in lieu agreement or transaction submitted for approval to the stockholders of a meeting or otherwiseCxxxx that would constitute an Acquisition Proposal. Each Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by such Stockholder with respect to its Securitiesthe Shares. Each Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust Acquiror may vote Stockholder’s vote, in accordance with the terms of this Agreement, the Shares in furtherance of its own interests, and SunTrust Acquiror is not acting as a fiduciary for any Stockholder.

Proxy. (a) Each of the Stockholders hereby appoints the Designated Consenting Lender the lawful proxy for the Stockholder by this Agreement does hereby constitute and appoint SunTrustto vote all of the Shares which the Stockholder is entitled to vote, or any nominee of SunTrustwhich the Stockholder controls, with full power of substitutiondirectly or indirectly, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxyin each case, for and in Stockholder’s the name, place and stead, to vote stead of the Securities of Stockholder as Stockholder’s proxy, at every any annual, special or other meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct of Toy Biz and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, or pursuant to any consent in lieu of a meeting, at which meeting or in connection with which consent action shall be taken, and such proxy shall be for the sole purpose of acting (a) in favor of the transactions contemplated by the Master Agreement and the Plan of Reorganization, including the Merger; (b) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of Toy Biz under the Master Agreement or any agreement contemplated thereby, including the Merger Agreement;(c) against any action or agreement that would, directly or indirectly, impede, interfere with, delay, postpone or attempt to discourage the Merger or confirmation of the Plan of Reorganization, including, but not limited to: (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, other business combination, tender reorganization or exchange offer, reorganization, recapitalization, liquidation, liquidation involving Toy Biz or its subsidiary; (ii) a sale or transfer of a material amount of assets of Toy Biz or its subsidiary except as otherwise described on Schedule 1 in the assets Disclosure Schedule separately delivered by the Stockholders with this Agreement; (iii) any change in the management or securities board of directors of Toy Biz, except as otherwise agreed to in writing by a Requisite Amount of the Company Consenting Lenders (as defined in Section 11); (iv) any change in the present capitalization or any dividend policy of its subsidiaries Toy Biz; or (other than pursuant to the Mergerv) or any other change of control involving the Company in Toy Biz's corporate structure or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent business; and (d) in favor of such any other action, and (iii) against any other action directly or agreement that would result indirectly, necessary or appropriate to effect the Merger in a breach accordance with the terms of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any confirmation of the conditions to the obligations Plan of the Company under the Merger Agreement not being fulfilledReorganization. The foregoing proxy, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy to be irrevocable and which is coupled with an interest and therefore not terminable by the Stockholders without the consent of all of the Consenting Lenders, will remain in effect during the Proxy Term and hereby revokes any proxy previously granted term of this Agreement. "Designated Consenting Lender" means a Consenting Lender designated in writing by Stockholder with respect a Requisite Amount of the Consenting Lenders who agrees to its Securities. Stockholder acknowledges that, pursuant to act as agent for the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for StockholderConsenting Lenders hereunder.