Revoke Other Proxies. Such Stockholder represents that any proxies heretofore given in respect of his, her or its Subject Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked.

Proxies. If a Director is unable to attend a meeting of the Board, he may appoint a proxy in writing to be present and vote on his behalf. A proxy may represent one or more Directors. A proxy shall have the same rights and powers as the Director who appointed him. A proxy’s presence at a Board meeting shall be deemed to be the presence at such meeting of the Director who appointed him.

Proxies. In order to permit the Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, # each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request in writing and # without limiting the effect of [clause (i) above], such Grantor hereby grants to the Administrative Agent, subject to the notice requirements of Section 6.3(a), an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective subject to the limitations on the exercise thereof set forth in this Agreement, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) provided that the Administrative Agent shall only be entitled to exercise such proxy during the continuance of an Event of Default and which proxy shall terminate upon the occurrence of the Facility Termination Date.

Section # Quorum and Acts of the Board and of Committees; Proxies.

Proxies. A Manager may vote at a meeting of the Board or any committee thereof either in person or by proxy executed in writing by such Manager. An email or similar transmission by the Manager, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Manager, shall (if stated thereon) be treated as a proxy executed in writing for purposes of this [Section 5.4].

Revoke Other Proxies. Such Stockholder represents that any proxies heretofore given in respect of his, her or its Subject Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked.

Proxies. During the continuance of an Event of Default, in order to permit the Collateral Agent on behalf of Lenders and the other Secured Parties to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, # each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and # without limiting the effect of [clause (i) above], such Grantor hereby grants to the Collateral Agent for the benefit of Lenders and the other Secured Parties an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon # the cure of any and all Events of Default or # the indefeasible payment in full of the Secured Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted).

it will # take all action to lawfully solicit proxies in favour of the Arrangement Resolution, # if requested by Purchaser, engage a Person to solicit proxies for the Target Meeting, and # not make a Change in Recommendation except in accordance with [Section 5.9] and [Section 5.10].

Delivery of Irrevocable Proxies. Concurrently with the execution of this Pledge Agreement, the Pledgor shall deliver to the Pledgee # a fully executed irrevocable proxy with respect to each Pledged Company in favor of the Pledgee, in substantially the form of [Schedule II] (the “Irrevocable Proxies”), and # an undated instrument of transfer of limited liability company interests duly executed in blank, which the Pledgee is permitted to date upon an Event of Default, in substantially the form set out in [Schedule III] hereto. The exercise by the Pledgee of voting rights evidenced by Irrevocable Proxies shall be subject to the limitations thereon set forth in Section 8 hereof.

Proxies. The Custodian will, with respect to the Securities held hereunder, use reasonable efforts to cause to be promptly executed by the registered holder of such Securities proxies received by the Custodian from its agents or its sub-custodian or from issuers of the Securities being held for the Company, without indication of the manner in which such proxies are to be voted, and upon receipt of Proper Instructions shall promptly deliver such proxies, proxy soliciting materials and notices relating to such Securities. In the absence of such Proper Instructions, or in the event that such Proper Instructions are not received in a timely fashion, the Custodian shall be under no duty to act with regard to such proxies and shall not act on such proxies.