Common use of Voting Agreement and Proxy Clause in Contracts

Voting Agreement and Proxy. Each holder of Unvested Management Securities hereby agrees that upon any vote of the Company's voting securities, such holder will vote all such Unvested Management Securities in the same proportion as all other voting securities of the Company are voted by the holders thereof. To insure performance of this voting agreement, each Executive hereby appoints each member of the Company's Board of Managers who is not also employed by the Company or any of its direct or indirect Subsidiaries as his true and lawful proxy and attorney-in fact, with full power of substitution, to vote all of such Executive's Pledged Securities on all matters to be voted on by the Company's securityholders in the manner described in the immediately preceding sentence. These proxies and powers granted by each Executive pursuant to this Section 7(f) are coupled with an interest, and are given to secure such Executive's performance of his duties and obligations under this Agreement. Such proxies and powers shall be irrevocable with respect to each such Pledged Security (and shall survive the death, disability, incompetency, or bankruptcy of such Executive) until such time as such Pledged Security becomes a Vested Performance Security pursuant to the provisions of this Agreement which is also time vested under Section 2 of such Executive's Executive Securities Agreement and thereby ceases to be a Pledged Security, at which time such proxy shall be deemed revoked with respect to such security (but not with respect to any securities that remain Pledged Securities).

Voting Agreement and Proxy. Each holder of Unvested Management -------------------------- Securities hereby agrees that upon any vote of the Company's voting securities, such holder will vote all such Unvested Management Securities in the same proportion as all other voting securities of the Company are voted by the holders thereof. To insure performance of this voting agreement, each Executive hereby appoints each member of the Company's Board of Managers who is not also employed by the Company or any of its direct or indirect Subsidiaries as his true and lawful proxy and attorney-in fact, with full power of substitution, to vote all of such Executive's Pledged Securities on all matters to be voted on by the Company's securityholders in the manner described in the immediately preceding sentence. These proxies and powers granted by each Executive pursuant to this Section 7(f) are coupled with an interest, and are given to secure such Executive's performance of his duties and obligations under this Agreement. Such proxies and powers shall be irrevocable with respect to each such Pledged Security (and shall survive the death, disability, incompetency, or bankruptcy of such Executive) until such time as such Pledged Security becomes a Vested Performance Security pursuant to the provisions of this Agreement which is also time vested under Section 2 of such Executive's Executive Securities Agreement and thereby ceases to be a Pledged Security, at which time such proxy shall be deemed revoked with respect to such security (but not with respect to any securities that remain Pledged Securities).