Common use of Voting Proxy Clause in Contracts

Voting Proxy. Subject to the rights of the Senior Creditors for so long as the Senior Security Interests shall continue, the Pledgor hereby grants to the Collateral Agent on behalf of the Secured Party an irrevocable proxy, exercisable at such time as the Senior Obligations shall have been paid in full, to vote, upon the occurrence of an Event of Default (as hereinafter defined), the Pledged Shares with respect to the matters contained in Article XII of the Articles of Incorporation of the FMARC Entities, which proxy shall continue until the Final Date, subject to the rights of the Senior Creditors for so long as the Senior Security Interests shall continue. UDC will provide written notice to the Collateral Agent and the Pledgor in the event that (i) the Senior Obligations are paid in full, (ii) the Final Date has occurred or (iii) an Event of Default has occurred. The Pledgor represents and warrants that it has directed the FMARC Entities, in accordance with Section 217 of the Delaware General Corporation Law, to reflect on their respective books the right of the Collateral Agent to vote the FMARC Collateral, as applicable, on behalf of the Secured Party, exercisable at such time as the Senior Obligations shall have been paid in full, and only on the occurrence of an Event of Default (as defined below). Upon the request of the Collateral Agent or the Secured Party, the Pledgor shall deliver to the Collateral Agent such further evidence of such irrevocable proxy or such further irrevocable proxy exercisable at 8 such time as the Senior Obligations shall have been paid in full, and only on the occurrence of an Event of Default (as defined below), to vote the FMARC Collateral as the Collateral Agent or the Secured Party may request pursuant hereto. The Collateral Agent shall exercise all such rights to vote the FMARC Collateral granted hereunder in accordance with the written directions given by the Secured Party.

Voting Proxy. Subject to the rights (a) Effective as of the Senior Creditors Effective Date, if the Parent owns a number of units of membership interests in the Operating LLC representing less than a majority of the votes entitled to be cast at any Meeting, then for so long as the Senior Security Interests shall continueParent owns a number of units of membership interests in the Operating LLC representing less than a majority of the votes entitled to be cast at any Meeting, the Pledgor ▇▇. ▇▇▇▇▇ hereby grants to and appoints the Collateral Agent on behalf Parent as ▇▇. ▇▇▇▇▇’▇ proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of ▇▇. ▇▇▇▇▇, to vote at any Meeting the number of units of membership interests in the Operating LLC owned by ▇▇. ▇▇▇▇▇ as of the Secured Party record date of such Meeting equal to (i) the Additional Units, multiplied by (ii) ▇▇. ▇▇▇▇▇’▇ Pro Rata Share. Such attorney-in-fact may evidence the taking of any action, giving of any consent or the voting of such Additional Units by the execution of any document or instrument for such purpose in the name of ▇▇. ▇▇▇▇▇. ▇▇. ▇▇▇▇▇ hereby affirms that the proxy set forth in this Section 5.02 is given in connection with, and in consideration of, this Agreement. ▇▇. ▇▇▇▇▇ hereby further affirms that this proxy is coupled with an irrevocable proxy, exercisable at such time interest and may not be revoked unless otherwise terminated by the mutual consent of ▇▇. ▇▇▇▇▇ and Parent. ▇▇. ▇▇▇▇▇ hereby ratifies and confirms all that the proxy and attorney-in-fact appointed pursuant to this Section 5.02 may lawfully do or cause to be done by virtue hereof. (b) Effective as the Senior Obligations shall have been paid in full, to vote, upon the occurrence of an Event of Default (as hereinafter defined), the Pledged Shares with respect to the matters contained in Article XII of the Articles Effective date, if the Parent owns a number of Incorporation units of membership interests in the Operating LLC representing less than a majority of the FMARC Entitiesvotes entitled to be cast at any Meeting, which proxy shall continue until the Final Date, subject to the rights of the Senior Creditors then for so long as the Senior Security Interests shall continue. UDC will provide written notice to the Collateral Agent and the Pledgor Parent owns a number of units of membership interests in the event that Operating LLC representing less than a majority of the votes entitled to be cast at any Meeting, the DGC Trust hereby grants to and appoints the Parent as the DGC Trust’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the DGC Trust, to vote at any Meeting the number of units of membership interests in the Operating LLC owned by the DGC Trust as of the record date of such Meeting equal to (i) the Senior Obligations are paid in fullAdditional Units, multiplied by (ii) the Final Date has occurred DGC Trust’s Pro Rata Share. Such attorney-in-fact may evidence the taking of any action, giving of any consent or (iii) an Event the voting of Default has occurredsuch Additional Units by the execution of any document or instrument for such purpose in the name of the DGC Trust. The Pledgor represents DGC Trust hereby affirms that the proxy set forth in this Section 5.02 is given in connection with, and warrants in consideration of, this Agreement. The DGC Trust hereby further affirms that it has directed this proxy is coupled with an interest and may not be revoked unless otherwise terminated by the FMARC Entities, in accordance with Section 217 mutual consent of the Delaware General Corporation LawDGC Trust and Parent. The DGC Trust hereby ratifies and confirms all that the proxy and attorney-in-fact appointed pursuant to this Section 5.02 may lawfully do or cause to be done by virtue hereof. (c) No LLC Units may be sold, to reflect on their respective books the right of the Collateral Agent to vote the FMARC Collateral, as applicable, on behalf of the Secured Party, exercisable at such time as the Senior Obligations shall have been paid in full, and only on the occurrence of an Event of Default (as defined below)assigned or otherwise transferred by ▇▇. Upon the request of the Collateral Agent ▇▇▇▇▇ or the Secured Party, DGC Trust to any Person unless the Pledgor shall deliver to the Collateral Agent such further evidence transferee of such irrevocable proxy or such further irrevocable proxy exercisable at 8 such time as the Senior Obligations shall have been paid LLC Units agrees in full, and only on the occurrence of an Event of Default (as defined below), writing in a form acceptable to vote the FMARC Collateral as the Collateral Agent or the Secured Party may request pursuant hereto. The Collateral Agent shall exercise all such rights Parent in its reasonable discretion to vote the FMARC Collateral granted hereunder in accordance with the written directions given be bound by the Secured Partyprovisions of this Section 5.02.

Voting Proxy. Subject Each Individual Founder and the Founder Trusts affiliated with such Individual Founder hereby grants, effective upon such Individual Founder’s death or Disability a voting proxy, coupled with an interest in all Shares of such Individual Founder and her Founder Trusts, to the rights other Individual Founder to vote or to deliver or not deliver consent in writing or by electronic transmission, in any election or re-election of directors of the Senior Creditors for so long as Company or in any vote of stockholders regarding the Senior Security Interests shall continueremoval from the Board of any Individual Founder or Tulco Director, all such Shares in the manner provided in Sections 1.2 and 1.3 hereof (the “Voting Proxy”); provided that, effective upon the death or Disability of the sole remaining Individual Founder or upon the simultaneous death or Disability of both Individual Founders, the Pledgor hereby grants Voting Proxy shall automatically transfer to the Collateral Agent on behalf of Special Proxyholder, in which case all such Shares shall be voted by the Secured Party an irrevocable proxy, exercisable at such time as Special Proxyholder in the Senior Obligations shall have been paid manner provided in full, to voteSections 1.2(b) and 1.3 hereof. Notwithstanding the foregoing, upon the occurrence of an Event of Default (as hereinafter defined), the Pledged Shares with respect to the matters contained in Article XII death or Disability of the Articles of Incorporation of the FMARC Entitiesfirst Individual Founder to die or become Disabled, which proxy shall continue until the Final Date, subject to the rights of the Senior Creditors for so long as the Senior Security Interests shall continue. UDC will provide written notice to the Collateral Agent and the Pledgor in the event that if (i) there are any Shares that are held in an irrevocable trust of which the Senior Obligations are paid in fullsurviving Individual Founder is the grantor, (ii) the Final Date has occurred or Company would be treated as a controlled corporation with respect to such surviving Individual Founder as defined in Section 2036(b)(2) of the Internal Revenue Code, and (iii) an Event of Default has occurred. The Pledgor represents pursuant to this Section 2, the Voting Proxy over such shares would transfer to such surviving Individual Founder, the Voting Proxy shall instead transfer to the Special Proxyholder, and warrants that it has directed the FMARC EntitiesSpecial Proxyholder shall have full power and authority, and hereby agrees, to vote the Shares held in such trust in accordance with Section 217 1.2(b) and 1.3 hereof. The Voting Proxy, with respect to each such Share, is coupled with an interest and shall be irrevocable and shall terminate, with respect to such Share, upon the earliest to occur of (i) the Delaware General Corporation Law, termination of this Agreement pursuant to reflect on their respective books the right of the Collateral Agent to vote the FMARC Collateral, as applicable, on behalf of the Secured Party, exercisable at its terms; (ii) such time as the Senior Obligations shall have been paid in full, and only on the occurrence this Section 2 is amended to remove such grant of an Event of Default (as defined below). Upon the request of the Collateral Agent or the Secured Party, the Pledgor shall deliver to the Collateral Agent such further evidence of such irrevocable proxy or such further irrevocable proxy exercisable at 8 such time as the Senior Obligations shall have been paid in full, and only on the occurrence of an Event of Default (as defined below), to vote the FMARC Collateral as the Collateral Agent or the Secured Party may request pursuant hereto. The Collateral Agent shall exercise all such rights to vote the FMARC Collateral granted hereunder in accordance with Section 8.6 hereof; and (iii) such Share is converted into a share of Class A Common Stock pursuant to Section 7 of Part A of Article IV of the written directions given by the Secured PartyCertificate of Incorporation.

Voting Proxy. Subject Within 30 days following the date of this Agreement, the Majority Holders shall designate to the rights Board, in writing, a Holder that shall serve as the designated representative of the Senior Creditors for so long Holders to act in such capacity as the Senior Security Interests shall continuecontemplated by this Agreement (such designated Holder, the Pledgor “Holder Representative”). The Holder Representative designated pursuant to this Section XVI shall serve in such capacity for the term of this Agreement, unless such Holder Representative resigns or is replaced with a successor representative of the Holders hereunder, that has been designated by the Majority Holders, in writing to the Board, no later than 10 days prior to the date that such successor Holder Representative shall assume duties under this Agreement. Each Holder hereby irrevocably grants to and appoints the Collateral Agent on behalf Holder Representative (to act by written consent) as such Holder’s proxy and attorney-in-fact (with full power of substitution), for and in the Secured Party an irrevocable proxyname, exercisable at place and stead of such time as the Senior Obligations shall have been paid in fullHolder, to vote, upon the occurrence of an Event of Default (as hereinafter defined), the Pledged Shares vote or act by written consent with respect to the matters contained such Holder’s Warrants, and to grant a consent, proxy or approval in Article XII respect of the Articles of Incorporation of the FMARC Entitiessuch Warrants, which proxy shall continue until the Final Date, subject to the rights of the Senior Creditors for so long as the Senior Security Interests shall continue. UDC will provide written notice to the Collateral Agent and the Pledgor in the event that (i) such Holder fails to respond to any written request from the Senior Obligations are paid Company to vote or act by written consent with respect to any of such Holder’s rights as provided for in full, (ii) the Final Date has occurred or (iii) an Event this Agreement with respect to any of Default has occurred. The Pledgor represents and warrants that it has directed the FMARC Entities, in accordance with Section 217 its Warrants within 30 days of the Delaware General Corporation Law, receipt of such written request. Each Holder hereby affirms that the irrevocable proxy set forth in this Section XVI will be valid until the Post-Exercise Meeting Date and is given to reflect on their respective books secure the right performance of the Collateral Agent to vote obligations of such Holder under this Agreement. Each such Holder hereby further affirms that each proxy hereby granted shall be irrevocable and shall be deemed coupled with an interest and shall extend until the FMARC CollateralPost-Exercise Meeting Date, or, if earlier, until the last date permitted by applicable laws. For the avoidance of doubt, except as applicableexpressly contemplated by this Section XVI, on behalf none of the Secured Party, exercisable at Holders has granted a proxy to any person to exercise the rights of any such time as the Senior Obligations shall have been paid in full, and only on the occurrence of an Event of Default (as defined below). Upon the request of the Collateral Agent Holder under this Agreement or the Secured Party, the Pledgor shall deliver any other agreement to the Collateral Agent which such further evidence of such irrevocable proxy or such further irrevocable proxy exercisable at 8 such time as the Senior Obligations shall have been paid in full, and only on the occurrence of an Event of Default (as defined below), to vote the FMARC Collateral as the Collateral Agent or the Secured Party may request pursuant hereto. The Collateral Agent shall exercise all such rights to vote the FMARC Collateral granted hereunder in accordance with the written directions given by the Secured PartyHolder is a party.

Voting Proxy. Subject to The Subscriber shall, and hereby does, appoint the rights Chief Executive Officer of the Senior Creditors Company (the “CEO”), or his or her successor, as the Subscriber’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to, consistent with this instrument and on behalf of the Subscriber, (i) vote all Securities held of record by Subscriber (including any shares of the Company’s capital stock that the Subscriber may acquire in the future), (ii) give and receive notices and communications, (iii) execute any written consent, instrument or document that the CEO determines is necessary or appropriate at the CEO’s complete discretion, and (iv) take all actions necessary or appropriate in the judgment of the CEO for the accomplishment of the foregoing. The proxy and power granted by the Subscriber pursuant to this Section 7 are coupled with an interest. Such proxy and power will be irrevocable. The proxy and power, so long as the Senior Security Interests shall continueSubscriber is an individual, will survive the Pledgor hereby grants to the Collateral Agent on behalf death, incompetency and disability of the Secured Party an irrevocable proxySubscriber and, exercisable at such time as the Senior Obligations shall have been paid in full, to vote, upon the occurrence of an Event of Default (as hereinafter defined), the Pledged Shares with respect to the matters contained in Article XII of the Articles of Incorporation of the FMARC Entities, which proxy shall continue until the Final Date, subject to the rights of the Senior Creditors for so long as the Senior Security Interests Subscriber is an entity, will survive the merger or reorganization of the Subscriber or any other entity holding the Securities. Such proxy shall continuebe binding upon the heirs, estate, executors, personal representatives, successors and assigns of the Subscriber (including any transferee of any Subscriber); any transferee receiving the Subscriber’s Securities (or any portion thereof) shall agree to be bound by the provisions of this Section 7. UDC However, the proxy will provide written notice terminate upon the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale of Common Stock or the effectiveness of a registration statement under the Exchange Act covering the Common Stock. If any provision of this proxy or any part of any this Section 7 is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the Collateral Agent and the Pledgor in the event that fullest possible extent, (ib) the Senior Obligations are paid invalidity or unenforceability of such provision or part thereof under such circumstances and in fullsuch jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (iic) the Final Date has occurred invalidity or (iii) an Event unenforceability of Default has occurred. The Pledgor represents and warrants that it has directed such provision or part thereof shall not affect the FMARC Entities, in accordance with Section 217 validity or enforceability of the Delaware General Corporation Law, to reflect on their respective books remainder of such provision or the right validity or enforceability of the Collateral Agent to vote the FMARC Collateral, as applicable, on behalf any other provision of the Secured Party, exercisable at such time as the Senior Obligations shall have been paid in fullthis proxy. Each provision of this proxy is separable from every other provision of this proxy, and only on the occurrence each part of an Event each provision of Default (as defined below). Upon the request of the Collateral Agent or the Secured Party, the Pledgor shall deliver to the Collateral Agent such further evidence this proxy is separable from every other part of such irrevocable proxy or such further irrevocable proxy exercisable at 8 such time as the Senior Obligations shall have been paid in full, and only on the occurrence of an Event of Default (as defined below), to vote the FMARC Collateral as the Collateral Agent or the Secured Party may request pursuant hereto. The Collateral Agent shall exercise all such rights to vote the FMARC Collateral granted hereunder in accordance with the written directions given by the Secured Partyprovision.

Voting Proxy. (a) AGREEMENT TO VOTE. So long as this Agreement has not been terminated pursuant to SECTION 6 hereof, each Holder hereby agrees that it (i) shall timely vote in any meeting or in response to any request or solicitation of consents by the Company (including by execution and delivery of written consents with respect to) its Subject Securities (or shall cause or instruct any custodial agent to so vote and execute and deliver such written consents) to (A) amend the Charter by filing an amendment to the rights Existing Preferred Stock certificate of designation substantially in the form attached as Exhibit C to the Recapitalization Agreement, (B) effect the Indenture Amendment and (C) do all other things necessary or desirable to otherwise approve, permit and facilitate the Recapitalization and the transactions contemplated by the Recapitalization, including without limitation each of the Senior Creditors Recapitalization Steps, (ii) shall not revoke or withdraw any such vote or written consent and (iii) waives notice to any meeting of securityholders held for so long as the Senior Security Interests purpose of submitting the foregoing for the consideration of the securityholders of the Company. (b) PROXY. From the date hereof until the earlier of (i) the date on which all of the transactions contemplated by the Recapitalization shall continuehave been consummated and (ii) the termination of this Agreement pursuant to SECTION 6, the Pledgor each Holder hereby grants to the Collateral Agent on behalf of the Secured Party an irrevocable proxy, exercisable at such time as the Senior Obligations shall have been paid in fullcoupled with an interest, to vote, upon the occurrence each of an Event of Default ▇▇▇▇ ▇▇▇▇▇▇▇ (as hereinafter definedofficer of ACOF Management, L.P.) and ▇▇▇▇▇▇▇ ▇▇▇▇ (as employee of ▇▇▇▇ Capital (Europe) LLC) (each, the "PROXY"), with full power of substitution and resubstitution, and hereby authorizes the Pledged Shares Proxy to represent and vote (including by execution and delivery of written consents with respect to) the Subject Securities of such Holder in accordance with SECTION 1(a) above. The Proxy is hereby empowered to exercise in its own discretion all voting rights (including, without limitation, the power to execute and deliver written consents with respect to the matters contained Subject Securities) of such Holder in Article XII accordance with SECTION 1(a) above at any meeting or at any other time chosen by the Proxy, and on every action or approval by written consent in lieu of any such meeting. Each Holder hereby ratifies and approves of each and every action taken by the Articles of Incorporation of the FMARC Entities, which proxy shall continue until the Final Date, Proxy pursuant to and subject to the rights of the Senior Creditors for so long as the Senior Security Interests shall continue. UDC will provide written notice to the Collateral Agent and the Pledgor in the event that (i) the Senior Obligations are paid in full, (ii) the Final Date has occurred or (iii) an Event of Default has occurred. The Pledgor represents and warrants that it has directed the FMARC Entities, in accordance with Section 217 of the Delaware General Corporation Law, to reflect on their respective books the right of the Collateral Agent to vote the FMARC Collateral, as applicable, on behalf of the Secured Party, exercisable at such time as the Senior Obligations shall have been paid in full, and only on the occurrence of an Event of Default (as defined below)foregoing. Upon the request execution of the Collateral Agent or the Secured Partythis Agreement, the Pledgor shall deliver to the Collateral Agent such further evidence of such irrevocable proxy or such further irrevocable proxy exercisable at 8 such time as the Senior Obligations shall have been paid in full, and only on the occurrence of an Event of Default (as defined below), to vote the FMARC Collateral as the Collateral Agent or the Secured Party may request pursuant hereto. The Collateral Agent shall exercise all such rights to vote the FMARC Collateral granted hereunder in accordance with the written directions prior proxies given by the Secured Partyundersigned with respect to the Subject Securities are hereby revoked and no subsequent proxies will be given prior to the termination of this Agreement. If requested by the Proxy, each Holder agrees to execute and deliver applicable proxy material in furtherance of the provisions of SECTION 1(a) and this SECTION 1(b).

Voting Proxy. Subject to the rights of the Senior Creditors for so long as the Senior Security Interests shall continueEach Management Shareholder (other than ▇▇▇▇▇▇▇▇ and ------------ ▇▇▇▇▇▇▇, the Pledgor (each an "Interstate Holder")) hereby grants to the Collateral Agent other Management Shareholders (other than the Interstate Holders), acting jointly, effective only upon, but at all times after (except as provided herein), any transfer of Shares owned by such Management Shareholder upon on behalf in connection with the death or marital divorce, annulment or separation of such Management Shareholder (each such event a "Proxy Event"), an irrevocable proxy to vote such Shares at any and all meetings of the Secured Party an irrevocable proxy, exercisable at such time as stockholders of the Senior Obligations shall have been paid Company and to execute and deliver any and all written consents in full, to vote, upon the occurrence of an Event of Default (as hereinafter defined), the Pledged Shares lieu thereof and otherwise exercise any and all consensual rights with respect to such Shares to the matters contained same extent and with the same effect as such Management Shareholder could do under this Agreement, under any applicable law or otherwise. Each Interstate Holder hereby grants to the other (or in Article XII the case such interstate Holder is the only Interstate Holder hereunder, to the other Management Shareholders), effective only upon but at all times after (except as provided herein), any transfer of Shares owned by such Interstate Holder upon or in connection with a Proxy Event of such Interstate Holder, an irrevocable proxy to vote such Shares at any and all meetings of the Articles of Incorporation stockholders of the FMARC EntitiesCompany and to execute and deliver any and all written consents in lieu thereof and otherwise exercise any and all consensual rights with respect to such Shares to the same extent and with the same effect as such Interstate Holder could do under this Agreement, which under any applicable law or otherwise. Each Management Shareholder (including the Interstate Holders) acknowledges and agrees that the proxy shall continue until the Final Date, granted by him under this Paragraph 19 is coupled with an interest and may not be revoked. All Shares subject to a proxy granted hereunder that becomes effective pursuant to the rights terms hereof and that is to be voted by a proxy holder or holders pursuant to this Paragraph 19 shall be voted by such proxy holder or holders in the manner provided in the bylaws of the Senior Creditors for so long Company as in effect at the Senior Security Interests shall continue. UDC will provide written notice to the Collateral Agent and the Pledgor time in the event that (i) the Senior Obligations are paid in full, (ii) the Final Date has occurred or (iii) an Event of Default has occurred. The Pledgor represents and warrants that it has directed the FMARC Entities, in accordance with Section 217 of the Delaware General Corporation Law, to reflect on their respective books the right of the Collateral Agent to vote the FMARC Collateral, as applicable, on behalf of the Secured Party, exercisable at such time as the Senior Obligations shall have been paid in full, and only on the occurrence of an Event of Default (as defined below). Upon the request of the Collateral Agent or the Secured Party, the Pledgor shall deliver to the Collateral Agent such further evidence of such irrevocable proxy or such further irrevocable proxy exercisable at 8 such time as the Senior Obligations shall have been paid in full, and only on the occurrence of an Event of Default (as defined below), to vote the FMARC Collateral as the Collateral Agent or the Secured Party may request pursuant hereto. The Collateral Agent shall exercise all such rights to vote the FMARC Collateral granted hereunder in accordance with the written directions given by the Secured Partyquestion.