Common use of Further Assurances; Voting Proxy Clause in Contracts

Further Assurances; Voting Proxy. As a condition to the LLC's and the Corporation's entering into this Agreement and the LLC's issuance of Executive Securities to the Executive Purchasers, and as further consideration therefor: (i Executive hereby unconditionally guarantees the full and prompt performance of each Executive Purchaser's obligations under this Agreement and under each of the agreements contemplated hereby to which such Executive Purchaser is a party, and Executive agrees that he will take all necessary or desirable actions to ensure such performance as are reasonably requested by the LLC or the Corporation. Executive further agrees that he will not provide any directions to an Executive Purchaser that are contrary to any obligation imposed on such Executive Purchaser under this Agreement or under such other agreements, and that Executive will not fail to provide any directions to an Executive Purchaser if such failure would cause an Executive Purchaser not to satisfy its obligations hereunder or thereunder. This guarantee shall be irrevocable with respect to each Executive Security held by an Executive Purchaser (and shall survive any transfer thereof, or the death, disability, incompetency, or bankruptcy of such Executive Purchaser) until such time as such Executive Security is transferred in accordance with the terms hereof to a Person other than a member of Executive's Family Group, at which time this guarantee shall be deemed revoked with respect to such transferred security (but not with respect to any other Executive Securities). No invalidity, irregularity or unenforceability of this Agreement or such other agreements by reason of an Executive Purchaser's incapacity, minor status, incompetency, bankruptcy, insolvency, or other similar occurrence shall impair, affect or be a defense to the obligations of Executive under this guarantee. (ii Each Executive Purchaser (other than Executive) hereby appoints Executive as his true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of such Executive Purchaser's Executive Securities on all matters to be voted on by the holders of such securities (whether as a member vote, a shareholder vote, an approval right under this Agreement or the other agreements contemplated hereby, or otherwise). These proxies and powers granted by each Executive Purchaser pursuant to this Section 8 are coupled with an interest, and are given to secure such Executive Purchasers' obligations under this Agreement and the other agreements contemplated hereby to which the Executive Purchasers are parties. Such proxies and powers shall be irrevocable with respect to each Executive Security held by an Executive Purchaser (and shall survive and not be affected by any transfer thereof, or the death, disability, incompetency, or bankruptcy of such Executive Purchaser) until such time as such Executive Security is transferred in accordance with the terms hereof to a Person other than a member of Executive's Family Group, at which time such proxy shall be deemed revoked with respect to such transferred security (but not with respect to any other Executive Securities).

Further Assurances; Voting Proxy. As a condition to the LLC's and the CorporationCompany's entering into this Agreement and the LLC's issuance of Executive Securities to the Executive Purchasers, and as further consideration therefor: (i i) Executive hereby unconditionally guarantees the full and prompt performance of each Executive Purchaser's obligations under this Agreement and under each of the agreements contemplated hereby to which such Executive Purchaser is a party, and Executive agrees that he will take all necessary or desirable actions to ensure such performance as are reasonably requested by the LLC or the CorporationCompany. Executive further agrees that he will not provide any directions to an Executive Purchaser that are contrary to any obligation imposed on such Executive Purchaser under this Agreement or under such other agreements, and that Executive will not fail to provide any directions to an Executive Purchaser if such failure would cause an Executive Purchaser not to satisfy its obligations hereunder or thereunder. This guarantee shall be irrevocable with respect to each Executive Security held by an Executive Purchaser (and shall survive any transfer thereof, or the death, disability, incompetency, or bankruptcy of such Executive Purchaser) until such time as such Executive Security is transferred in accordance with the terms hereof to a Person other than a member of Executive's Family Group, at which time this guarantee shall be deemed revoked with respect to such transferred security (but not with respect to any other Executive Securities). No invalidity, irregularity or unenforceability of this Agreement or such other agreements by reason of an Executive Purchaser's incapacity, minor status, incompetency, bankruptcy, insolvency, or other similar occurrence otherwise shall impair, affect or be a defense to the obligations of Executive under this guarantee. (ii ii) Each Executive Purchaser (other than Executive) hereby appoints Executive as his true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of such Executive Purchaser's Executive Securities on all matters to be voted on by the holders of such securities (whether as a member vote, a shareholder vote, an approval right under this Agreement or the other agreements contemplated hereby, or otherwise). These proxies and powers granted by each Executive Purchaser pursuant to this Section 8 paragraph are coupled with an interest, and are given to secure such Executive Purchasers' obligations under this Agreement and the other agreements contemplated hereby to which the Executive Purchasers are parties. Such proxies and powers shall be irrevocable with respect to each Executive Security held by an Executive Purchaser (and shall survive and not be affected by any transfer thereof, or the death, disability, incompetency, or bankruptcy of such Executive Purchaser) until such time as such Executive Security is transferred in accordance with the terms hereof to a Person other than a member of Executive's Family Group, at which time such proxy shall be deemed revoked with respect to such transferred security (but not with respect to any other Executive Securities).

Further Assurances; Voting Proxy. As a condition to the LLC's and the CorporationCompany's entering into this Agreement and the LLC's issuance of Executive Securities to the Executive Purchasers, and as further consideration therefor: (i i) Executive hereby unconditionally guarantees the full and prompt performance of each Executive Purchaser's obligations under this Agreement and under each of the agreements contemplated hereby to which such Executive Purchaser is a party, and Executive agrees that he will take all necessary or desirable actions to ensure such performance as are reasonably requested by the LLC or the CorporationCompany. Executive further agrees that he will not provide any directions to an Executive Purchaser that are contrary to any obligation imposed on such Executive Purchaser under this Agreement or under such other agreements, and that Executive will not fail to provide any directions to an Executive Purchaser if such failure would cause an Executive Purchaser not to satisfy its obligations hereunder or thereunder. This guarantee shall be irrevocable with respect to each Executive Security held by an Executive Purchaser (and shall survive any transfer thereof, or the death, disability, incompetency, or bankruptcy of such Executive Purchaser) until such time as such Executive Security is transferred in accordance with the terms hereof to a Person other than a member of Executive's Family Group, at which time this guarantee shall be deemed revoked with respect to such transferred security (but not with respect to any other Executive Securities). No invalidity, irregularity or unenforceability of this Agreement or such other agreements by reason of an Executive Purchaser's incapacity, minor status, incompetency, bankruptcy, insolvency, or other similar occurrence shall impair, affect or be a defense to the obligations of Executive under this guarantee.agreements (ii ii) Each Executive Purchaser (other than Executive) hereby appoints Executive as his true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of such Executive Purchaser's Executive Securities on all matters to be voted on by the holders of such securities (whether as a member vote, a shareholder vote, an approval right under this Agreement or the other agreements contemplated hereby, or otherwise). These proxies and powers granted by each Executive Purchaser pursuant to this Section 8 paragraph are coupled with an interest, and are given to secure such Executive Purchasers' obligations under this Agreement and the other agreements contemplated hereby to which the Executive Purchasers are parties. Such proxies and powers shall be irrevocable with respect to each Executive Security held by an Executive Purchaser (and shall survive and not be affected by any transfer thereof, or the death, disability, incompetency, or bankruptcy of such Executive Purchaser) until such time as such Executive Security is transferred in accordance with the terms hereof to a Person other than a member of Executive's Family Group, at which time such proxy shall be deemed revoked with respect to such transferred security (but not with respect to any other Executive Securities).

Further Assurances; Voting Proxy. As a condition to the LLC's and the CorporationCompany's entering into this Agreement and the LLC's issuance of Executive Securities to the Executive Purchasers, and as further consideration therefor: (i i) Executive hereby unconditionally guarantees the full and prompt performance of each Executive Purchaser's obligations under this Agreement and under each of the agreements contemplated hereby to which such Executive Purchaser is a party, and Executive agrees that he will take all necessary or desirable actions to ensure such performance as are reasonably requested by the LLC or the CorporationCompany. Executive further agrees that he will not provide any directions to an Executive Purchaser that are contrary to any obligation imposed on such Executive Purchaser under this Agreement or under such other agreements, and that Executive will not fail to provide any directions to an Executive Purchaser if such failure would cause an Executive Purchaser not to satisfy its obligations hereunder or thereunder. This guarantee shall be irrevocable with respect to each Executive Security held by an Executive Purchaser (and shall survive any transfer thereof, or the death, disability, incompetency, or bankruptcy of such Executive Purchaser) until such time as such Executive Security is transferred in accordance with the terms hereof to a Person other than a member of Executive's Family Group, at which time this guarantee shall be deemed revoked with respect to such transferred security (but not with respect to any other Executive Securities). No invalidity, irregularity or unenforceability of this Agreement or such other agreements by reason of an Executive Purchaser's incapacity, minor status, incompetency, bankruptcy, insolvency, or other similar occurrence otherwise shall impair, affect or be a defense to the obligations of Executive under this guarantee. (ii ii) Each Executive Purchaser (other than Executive) hereby appoints Executive as his true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of such Executive Purchaser's Executive Securities on all matters to be voted on by the holders of such securities (whether as a member vote, a shareholder vote, an approval right under this Agreement or the other agreements contemplated hereby, or otherwise). These proxies and powers granted by each Executive Purchaser pursuant to this Section 8 paragraph are coupled with an interest, and are given to secure such Executive Purchasers' obligations under this Agreement and the other agreements contemplated hereby to which the Executive Purchasers are parties. Such proxies and powers shall be irrevocable with respect to each Executive Security held by an Executive Purchaser (and shall survive and not be affected by any transfer thereof, or the death, disability, incompetency, or bankruptcy of such Executive Purchaser) until such time as such Executive Security is transferred in accordance with the terms hereof to a Person other than a member of Executive's Family Group, at which time such proxy shall be deemed revoked with respect to such transferred security (but not with respect to any other Executive Securities).such