Appointment of Manager as Attorney in Fact. (a) Each Member, by the execution of this Agreement, irrevocably constitutes and appoints the Manager its true and lawful attorney-in-fact with full power and authority in its name, place and stead to execute, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to carry out the provisions of this Agreement, including, but not limited to:
(i) All fictitious name certificates and all certificates and other instruments (including the Certificate of Formation and counterparts of this Agreement), and any amendment or restatement thereof, which the Manager deems appropriate to form, qualify or continue the Company as a limited liability company in the jurisdictions in which the Company may conduct business or in which such formation, qualification or continuation is, in the opinion of the Manager, necessary or desirable to protect the limited liability of the Members;
(ii) All amendments to this Agreement and the Certificate of Formation adopted in accordance with Section 13.4 and all instruments which the Manager deems appropriate to reflect a change or modification of the Company in accordance with the terms of this Agreement; and
(iii) All conveyances and other instruments which the Manager deems appropriate to reflect the dissolution and termination of the Company.
(b) The foregoing appointment shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the Members under this Agreement will be relying upon the power of the Manager to act as contemplated by this Agreement in any filing and other action by the Manager on behalf of the Company, and shall survive the bankruptcy, death, adjudication of incompetence, or dissolution of any Member hereby giving such power and the transfer or assignment of all or any part of the Membership Interest of such Member; provided, however, that in the event of the Transfer by a Member of all of its Membership Interest, the foregoing power of attorney of a transferor Member shall survive such Transfer only until such time as the Transferee shall have been admitted to the Company as a Member, and all required documents and instruments shall have been duly executed, filed and recorded to effect such substitution.
Appointment of Manager as Attorney in Fact. Each Member, by executing this Agreement, irrevocably constitutes and appoints the Managers named herein and such persons acting alone as such Member’s true and lawful attorneys-in-fact and agent, with full power and authority in such Member’s name, place, and stead to execute, acknowledge, and deliver, and to file or record in any appropriate public office: (a) any certificate or other instrument that may be necessary, desirable, or appropriate to qualify the Company as a limited liability company or to transaction business as such in any jurisdiction in which the Company conducts business; (b) any certificate or amendment to the Company’s Articles of Organization or to any certificate or other instrument that may be necessary, desirable, or appropriate to reflect an amendment approved by the Members in accordance with the provisions of this Agreement; (c) any certificates or instruments that may be necessary, desirable, or appropriate to reflect the dissolution and winding up of the Company; and (d) any certificates necessary to comply with the provisions of this Agreement. This power of attorney will be deemed to be coupled with an interest and will survive the transfer of the Member’s Economic Interest or Membership Interest. Notwithstanding the existence of this power of attorney, each Member agrees to join in the execution, acknowledgment, and delivery of the instruments referred to above if requested to do so by the Managers. This power of attorney is a limited power of attorney and does not authorize the Manager to act on behalf of a Member except as described herein.
Appointment of Manager as Attorney in Fact. 3.2.1 Manager As Attorneys-in-Fact. Each Member irrevocably constitutes and appoints the Manager as such Member’s true and lawful attorney and agent, with full power and authority in such Member’s name, place and stead, to execute, acknowledge, deliver, file and record in the appropriate public offices all certificates or other instruments (including without limitation counterparts of this Agreement) which the Manager deems appropriate to qualify or continue the Company as a limited liability company in the jurisdictions in which the Company conducts business, including amendments to this Agreement necessary to correct scriveners’ errors.
Appointment of Manager as Attorney in Fact. Each Member irrevocably constitutes and appoints the Manager, and any replacement or substitute Manager, as such Member's true and lawful attorney-in-fact and agent, with full power and authority in such Member's name, place and stead, (a) to execute, acknowledge, deliver, file and record in the appropriate public offices all certificates or other instruments (including counterparts of this Agreement) that the Manager deems appropriate to continue the Company as a limited liability company in the jurisdiction in which the Company conducts business, including amendments to this Agreement necessary to correct scriveners' errors, from and after the date on which such Member becomes a Defaulting Member, all documents and instruments (including transfer and sale documents) that the Manager deems necessary to implement the rights and remedies set forth in Section 8.3, (b) to take all actions necessary and to execute and deliver all documents, certificates and other instruments (including Other Operating Agreements) in connection with the formation of Redemption Vehicles as described in Section 9.3 of this Agreement and the subsequent operation of such Redemption Vehicles and (c) to execute and deliver amendments to this Agreement and the Other Operating Agreements in accordance with their terms.
Appointment of Manager as Attorney in Fact. The Trustee hereby appoints the Manager as the Trustee’s attorney-in-fact, with full authority in the place and stead of and in the name of the Fund or otherwise, from time to time in the Manager’s sole discretion or as required by this Agreement to take such actions on behalf of the Trustee or the Fund as the Manager may deem necessary or advisable to comply with or effect the purposes of this Agreement and the Declaration of Trust, including to execute any documents, notices, instruments or certificates in connection therewith, and any other documents related to the ownership or purchase of Fund Property and to ask, demand, collect, sue for, recover, compound, receive and give acquittances and receipts for moneys due and to become due in connection with debts owed to the Fund, to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection therewith, and to file any claims or take any action or institute any proceedings that the Manager may deem to be necessary or desirable for the collection thereof or to enforce compliance with the terms and conditions of this Agreement. This power of attorney is coupled with an interest.
Appointment of Manager as Attorney in Fact
