Common use of VOTING PROXY AND POWER OF ATTORNEY Clause in Contracts

VOTING PROXY AND POWER OF ATTORNEY. Each Class B Shareholder hereby irrevocably constitutes and appoints the members of the Class B Shareholder Committee (and each of them) existing at any time and from time to time, as the sole and exclusive attorney-in-fact and proxy of such Class B Shareholder, with full power of substitution and resubstitution, to attend any meeting of the shareholders of the LLC or of the Class B Shareholders, and any adjournment or postponement thereof, on such Class B Shareholder’s behalf and to vote or abstain from voting the Owned Class B Shares of such Class B Shareholder in its sole discretion for or against any action or proposal to the fullest extent permitted by law during the Proxy Term. Any such vote or abstention shall not be subject to challenge or input from such Class B Shareholder. Each Class B Shareholder hereby revokes any and all previous proxies with respect to such Class B Shareholder’s Owned Class B Shares (which, for the avoidance of doubt, shall not include the power of attorney set forth in Section 2.6 of the Operating Agreement) and no subsequent proxies (whether revocable or irrevocable) shall be given (and if given, shall not be effective) by such Class B Shareholder with respect to the Owned Class B Shares that conflict with this proxy. This proxy and power of attorney is intended to be irrevocable and is coupled with an interest sufficient in law to support an irrevocable proxy and is granted for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged and shall be valid and binding on any person to whom the Class B Shareholder may transfer any of its Owned Class B Shares during the Proxy Term. The attorney-in-fact and proxy identified above will be empowered at any and all times during the Proxy Term to vote or act by written consent with respect to the Owned Class B Shares at every annual, special, adjourned or postponed meeting of Shareholders, and in every written consent in lieu of such a meeting, or otherwise. The power of attorney granted herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of each Class B Shareholder. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. The provisions of this Section 2.3 shall terminate at the end of the Proxy Term.

VOTING PROXY AND POWER OF ATTORNEY. Each Class B Shareholder hereby irrevocably constitutes and appoints the members of the Class B Shareholder Committee (and each of them) existing at any time and from time to time, as the sole and exclusive attorney-in-fact and proxy of such Class B Shareholder, with full power of substitution and resubstitution, to attend any meeting of the shareholders of the LLC or of the Class B Shareholders, and any adjournment or postponement thereof, on such Class B Shareholder’s behalf and to vote or abstain from voting the Owned Class B Shares of such Class B Shareholder in its sole discretion for or against any action or proposal to the fullest extent permitted by law during the Proxy Term. Any such vote or abstention shall not be subject to challenge or input from such Class B Shareholder. Each Class B Shareholder hereby revokes any and all previous proxies with respect to such Class B Shareholder’s 's Owned Class B Shares (which, for the avoidance of doubt, shall not include the power of attorney set forth in Section 2.6 of the Operating Agreement) and no subsequent proxies (whether revocable or irrevocable) shall be given (and if given, shall not be effective) by such Class B Shareholder with respect to the Owned Class B Shares that conflict with this proxy. This proxy and power of attorney is intended to be irrevocable and is coupled with an interest sufficient in law to support an irrevocable proxy and is granted for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged and shall be valid and binding on any person to whom the Class B Shareholder may transfer any of its Owned Class B Shares during the Proxy Term. The attorney-in-fact and proxy identified above will be empowered at any and all times during the Proxy Term to vote or act by written consent with respect to the Owned Class B Shares at every annual, special, adjourned or postponed meeting of Shareholders, and in every written consent in lieu of such a meeting, or otherwise. The power of attorney granted herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of each Class B Shareholder. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. The provisions of this Section 2.3 shall terminate at the end of the Proxy Term.