Common use of Duties and Obligations of the Managers Clause in Contracts

Duties and Obligations of the Managers. (a) Except with respect to an action taken in accordance with Section 4.03(c)(v), as long as any Securities are outstanding, the Board will take all action that may be necessary or appropriate for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Delaware (and each other jurisdiction in which such existence is necessary to protect the limited liability of the Member or to enable the Company to engage in the activities in which it is engaged). (b) Each Manager will devote to the Company’s activities such time as he or she deems necessary to conduct the Company’s activities in an appropriate manner. (c) The Board will use its best efforts, in the conduct of the Company’s activities and business, to put all Persons with whom the Company deals on notice that the Member is not liable for the Company’s obligations and all agreements to which the Company is a party will include a statement to the effect that the Company is a limited liability company formed under the Act. However, the failure to include such a statement in an agreement to which the Company is a party will not affect the Company’s power and authority or authorization to enter into such agreement. (d) The Board will prepare or cause to be prepared and will file or cause to be filed on or before the due date (or any extension thereof) any federal, State or local tax returns required to be filed by the Company. The Board will cause the Company to pay any taxes payable by the Company. However, the Managers will not be required to cause the Company to pay any tax so long as the Company is contesting in good faith and by appropriate legal proceedings the validity, applicability or amount of such tax and such contest does not materially endanger any right or interest of the Company. (e) The Board will, from time to time, submit, or cause to be submitted, to any appropriate State securities administrator all documents, papers, statistics and reports required to be filed with or submitted to such State securities administrator. (f) The Board will use its best efforts to cause the Company to be qualified to engage in investment activities in connection with Permitted Transactions, or be registered under any applicable assumed or fictitious name statute or similar law in any State in which the Company then makes investments or transacts business, if such qualification or registration is necessary or desirable in order to protect the limited liability of the Member or to permit the Company lawfully to own or make investments or transact business.

Duties and Obligations of the Managers. (a) Except with respect to an action taken in accordance with Section 4.03(c)(v4.3(c)(iv), as long as any Securities are outstanding, the Board will take all action that may be necessary or appropriate for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Delaware (and each other jurisdiction in which such existence is necessary to protect the limited liability of the Member or to enable the Company to engage in the activities in which it is engaged). (b) Each Manager will devote to the Company’s activities such time as he or she deems necessary to conduct the Company’s activities in an appropriate manner. (c) The Board will use its best efforts, in the conduct of the Company’s activities and business, to put all Persons with whom the Company deals on notice that the Member is not liable for the Company’s obligations and all agreements to which the Company is a party will include a statement to the effect that the Company is a limited liability company formed under the Act. However, the failure to include such a statement in an agreement to which the Company is a party will not affect the Company’s power and authority or authorization to enter into such agreement. (d) The Board will prepare or cause to be prepared and will file or cause to be filed on or before the due date (or any extension thereof) any federal, State state or local tax returns required to be filed by the Company. The Board will cause the Company to pay any taxes payable by the Company. However, the Managers Board will not be required to cause the Company to pay any tax so long as the Company is contesting in good faith and by appropriate legal proceedings the validity, applicability or amount of such tax and such contest does not materially endanger any right or interest of the Company. (e) The Board will, from time to time, submit, or cause to be submitted, to any appropriate State state securities administrator all documents, papers, statistics and reports required to be filed with or submitted to such State state securities administrator. (f) The Board will use its best efforts to cause the Company to be qualified to engage in investment activities in connection with Permitted Transactions, or be registered under any applicable assumed or fictitious name statute or similar law in any State in which the Company then makes investments or transacts business, if such qualification or registration is necessary or desirable in order to protect the limited liability of the Member or to permit the Company lawfully to own or make investments or transact business.

Duties and Obligations of the Managers. (a) Except with respect Subject to an action taken in accordance with Section 4.03(c)(v4.3(c)(iii), as long as any Securities are outstanding, the Board will of Managers shall take all action that may be necessary or appropriate for the continuation of the Company’s 's valid existence as a limited liability company under the laws of the State of Delaware (and each other jurisdiction in which such existence is necessary to protect the limited liability of the Member or to enable the Company to engage in conduct the activities business in which it is engaged). (b) Each Manager will shall devote to the Company’s activities Company such time as he or she deems shall deem necessary to conduct the Company’s activities 's business and affairs in an appropriate manner. (c) The Board will of Managers shall use its their best efforts, in the conduct of the Company’s 's activities and business, to put all Persons with whom the Company deals on notice that the Member is not liable for the Company’s 's obligations and all agreements to which the Company is a party will shall include a statement to the effect that the Company is a limited liability company formed under the Act. However; provided, however, the failure to include such a statement in an agreement to which the Company is a party will shall not affect the Company’s 's power and authority or authorization to enter into such agreement. (d) The Board will of Managers shall prepare or cause to be prepared and will shall file or cause to be filed on or before the due date (or any extension thereof) any federal, State state or local tax returns required to be filed by the Company. The Board will of Managers shall cause the Company to pay any taxes payable by the Company. However; provided, however, that the Managers will shall not be required to cause the Company to pay any tax so long as the Company is contesting in good faith and by appropriate legal proceedings the validity, applicability or amount of such tax thereof and such contest does not materially endanger any right or interest of the Company. (e) The Board willof Managers shall, from time to time, submit, or cause to be submitted, to any appropriate State state securities administrator all documents, papers, statistics and reports required to be filed with or submitted to such State state securities administrator. (f) The Board will of Managers shall use its their best efforts to cause the Company to be formed, reformed, or qualified to engage in investment activities in connection with Permitted Transactions, or be registered under any applicable assumed or fictitious name statute or similar law in any State state in which the Company then makes investments or transacts business, if such formation, reformation, qualification or registration is necessary or desirable in order to protect the limited liability of the Member or to permit the Company lawfully to own or make investments or transact business.

Duties and Obligations of the Managers. (a) Except with respect to an action taken in accordance with Section 4.03(c)(v3.3(c)(v), as long as any Securities are outstanding, the Board will take all action that may be necessary or appropriate for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Delaware (and each other jurisdiction in which such existence is necessary to protect the limited liability of the Member Member, the Holders, any Registered Pledgees or any Titling Company Noteholders or to enable the Company to engage in the activities in which it is engaged). (b) Each Manager will devote to the Company’s activities such time as he or she deems necessary to conduct the Company’s activities in an appropriate manner. (c) The Board will use its best efforts, in the conduct of the Company’s activities and business, to put all Persons with whom the Company deals on notice that the Member is Member, the Holders, the Titling Company Noteholders and the Registered Pledgees are not liable for the Company’s obligations and all agreements to which the Company is a party will include a statement to the effect that the Company is a limited liability company formed under the Act. However, the failure to include such a statement in an agreement to which the Company is a party will not affect the Company’s power and authority or authorization to enter into such agreement. (d) The Board will prepare or cause to be prepared and will file or cause to be filed on or before the due date (or any extension thereof) any federal, State state or local tax returns required to be filed by the Company. The Board will cause the Company to pay any taxes payable by the Company. However, the Managers will not be required to cause the Company to pay any tax so long as the Company is contesting in good faith and by appropriate legal proceedings the validity, applicability or amount of such tax and such contest does not materially endanger any right or interest of the Company. (e) The Board will, from time to time, submit, or cause to be submitted, to any appropriate State state securities administrator all documents, papers, statistics and reports required to be filed with or submitted to such State state securities administrator. (f) The Board will use its best efforts to cause the Company to be qualified to engage in investment activities in connection with Permitted Transactions, or be registered under any applicable assumed or fictitious name statute or similar law in any State state in which the Company then makes investments or transacts business, if such qualification or registration is necessary or desirable in order to protect the limited liability of the Member or to permit the Company lawfully to own or make investments or transact business.

Duties and Obligations of the Managers. (a) Except with respect Subject to an action taken in accordance with Section 4.03(c)(v4.3(c)(iii), as long as any Securities are outstanding, the Board of Managers will take all action that may be necessary or appropriate for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Delaware (and each other jurisdiction in which such existence is necessary to protect the limited liability of the Member or to enable the Company to engage in conduct the activities business in which it is engaged). (b) Each Manager will devote to the Company’s activities Company such time as he or she deems necessary to conduct the Company’s activities business and affairs in an appropriate manner. (c) The Board of Managers will use its their best efforts, in the conduct of the Company’s activities and business, to put all Persons with whom the Company deals on notice that the Member is not liable for the Company’s obligations obligations, and all agreements to which the Company is a party will are to include a statement to the effect that the Company is a limited liability company formed under the Act. However; provided, however, the failure to include such a statement in an agreement to which the Company is a party will not affect the Company’s power and authority or authorization to enter into such agreement. (d) The Board of Managers will prepare or cause to be prepared and will file or cause to be filed on or before the due date (or any extension thereof) any federal, State state or local tax returns required to be filed by the Company. The Board of Managers will cause the Company to pay any taxes payable by the Company. However; provided, however, that the Managers will are not be required to cause the Company to pay any tax so long as the Company is contesting in good faith and by appropriate legal proceedings the validity, applicability or amount of such tax thereof and such contest does not materially endanger any right or interest of the Company. (e) The Board of Managers will, from time to time, submit, or cause to be submitted, to any appropriate State state securities administrator all documents, papers, statistics and reports required to be filed with or submitted to such State state securities administrator. (f) The Board of Managers will use its their best efforts to cause the Company to be formed, reformed, or qualified to engage in investment activities in connection with Permitted Transactionsactivities, or be registered under any applicable assumed or fictitious name statute or similar law in any State state in which the Company then makes investments or transacts business, if such formation, reformation, qualification or registration is necessary or desirable in order to protect the limited liability of the Member or to permit the Company lawfully to own or make investments or transact business.

Duties and Obligations of the Managers. (a) Except with respect Subject to an action taken in accordance with Section 4.03(c)(v4.3(c)(iii), as long as any Securities are outstanding, the Board of Managers will take all action that may be necessary or appropriate for the continuation of the Company’s 's valid existence as a limited liability company under the laws of the State of Delaware (and each other jurisdiction in which such existence is necessary to protect the limited liability of the Member or to enable the Company to engage in conduct the activities business in which it is engaged). (b) Each Manager will devote to the Company’s activities Company such time as he or she deems necessary to conduct the Company’s activities 's business and affairs in an appropriate manner. (c) The Board of Managers will use its their best efforts, in the conduct of the Company’s 's activities and business, to put all Persons with whom the Company deals on notice that the Member is not liable for the Company’s obligations 's obligations, and all agreements to which the Company is a party will are to include a statement to the effect that the Company is a limited liability company formed under the Act. However; provided, however, the failure to include such a statement in an agreement to which the Company is a party will not affect the Company’s 's power and authority or authorization to enter into such agreement. (d) The Board of Managers will prepare or cause to be prepared and will file or cause to be filed on or before the due date (or any extension thereof) any federal, State state or local tax returns required to be filed by the Company. The Board of Managers will cause the Company to pay any taxes payable by the Company. However; provided, however, that the Managers will are not be required to cause the Company to pay any tax so long as the Company is contesting in good faith and by appropriate legal proceedings the validity, applicability or amount of such tax thereof and such contest does not materially endanger any right or interest of the Company. (e) The Board of Managers will, from time to time, submit, or cause to be submitted, to any appropriate State state securities administrator all documents, papers, statistics and reports required to be filed with or submitted to such State state securities administrator. (f) The Board of Managers will use its their best efforts to cause the Company to be formed, reformed, or qualified to engage in investment activities in connection with Permitted Transactionsactivities, or be registered under any applicable assumed or fictitious name statute or similar law in any State state in which the Company then makes investments or transacts business, if such formation, reformation, qualification or registration is necessary or desirable in order to protect the limited liability of the Member or to permit the Company lawfully to own or make investments or transact business. (g) The Board of Managers, as an "authorized person" within the meaning of the Act will from time to time, prepare and file, or cause to be prepared and filed, any amendment or restatement to the Certificate of Formation or this Agreement and other similar documents that are required by law to be filed and recorded for any reason, in such office or offices as are required under the laws of the State of Delaware or any other state in which the Company is then formed or qualified.

Duties and Obligations of the Managers. (a) Except with respect Subject to an action taken in accordance with Section 4.03(c)(v4.3(c)(iii), as long as any Securities are outstanding, the Board will of Managers shall take all action that may be necessary or appropriate for the continuation of the Company’s 's valid existence as a limited liability company under the laws of the State of Delaware (and each other jurisdiction in which such existence is necessary to protect the limited liability of the Member or to enable the Company to engage in conduct the activities business in which it is engaged). (b) Each Manager will shall devote to the Company’s activities Company such time as he or she deems shall deem necessary to conduct the Company’s activities 's business and affairs in an appropriate manner. (c) The Board will of Managers shall use its their best efforts, in the conduct of the Company’s 's activities and business, to put all Persons with whom the Company deals on notice that the Member is not liable for the Company’s obligations 's obligations, and all agreements to which the Company is a party will shall include a statement to the effect that the Company is a limited liability company formed under the Act. However; provided, however, the failure to include such a statement in an agreement to which the Company is a party will shall not affect the Company’s 's power and authority or authorization to enter into such agreement. (d) The Board will of Managers shall prepare or cause to be prepared and will shall file or cause to be filed on or before the due date (or any extension thereof) any federal, State state or local tax returns required to be filed by the Company. The Board will of Managers shall cause the Company to pay any taxes payable by the Company. However; provided, however, that the Managers will shall not be required to cause the Company to pay any tax so long as the Company is contesting in good faith and by appropriate legal proceedings the validity, applicability or amount of such tax thereof and such contest does not materially endanger any right or interest of the Company. (e) The Board willof Managers shall, from time to time, submit, or cause to be submitted, to any appropriate State state securities administrator all documents, papers, statistics and reports required to be filed with or submitted to such State state securities administrator. (f) The Board will of Managers shall use its their best efforts to cause the Company to be formed, reformed, or qualified to engage in investment activities in connection with Permitted Transactionsactivities, or be registered under any applicable assumed or fictitious name statute or similar law in any State state in which the Company then makes investments or transacts business, if such formation, reformation, qualification or registration is necessary or desirable in order to protect the limited liability of the Member or to permit the Company lawfully to own or make investments or transact business. (g) The Board of Managers, as an "authorized person" within the meaning of the Act shall from time to time, prepare and file, or cause to be prepared and filed, any amendment or restatement to the Certificate of Formation or this Agreement and other similar documents that are required by law to be filed and recorded for any reason, in such office or offices as are required under the laws of the State of Delaware or any other state in which the Company is then formed or qualified.

Duties and Obligations of the Managers. (a) Except with respect to an action taken in accordance with Section 4.03(c)(v4.3(c)(v), as long as any Securities are outstanding, the Board will take all action that may be necessary or appropriate for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Delaware (and each other jurisdiction in which such existence is necessary to protect the limited liability of the Member or to enable the Company to engage in the activities in which it is engaged). (b) Each Manager will devote to the Company’s activities such time as he or she deems necessary to conduct the Company’s activities in an appropriate manner. (c) The Board will use its best efforts, in the conduct of the Company’s activities and business, to put all Persons with whom the Company deals on notice that the Member is not liable for the Company’s obligations and all agreements to which the Company is a party will include a statement to the effect that the Company is a limited liability company formed under the Act. However, the failure to include such a statement in an agreement to which the Company is a party will not affect the Company’s power and authority or authorization to enter into such agreement. (d) The Board will prepare or cause to be prepared and will file or cause to be filed on or before the due date (or any extension thereof) any federal, State state or local tax returns required to be filed by the Company. The Board will cause the Company to pay any taxes payable by the Company. However, the Managers will not be required to cause the Company to pay any tax so long as the Company is contesting in good faith and by appropriate legal proceedings the validity, applicability or amount of such tax and such contest does not materially endanger any right or interest of the Company. (e) The Board will, from time to time, submit, or cause to be submitted, to any appropriate State state securities administrator all documents, papers, statistics and reports required to be filed with or submitted to such State state securities administrator. (f) The Board will use its best efforts to cause the Company to be qualified to engage in investment activities in connection with Permitted Transactions, or be registered under any applicable assumed or fictitious name statute or similar law in any State in which the Company then makes investments or transacts business, if such qualification or registration is necessary or desirable in order to protect the limited liability of the Member or to permit the Company lawfully to own or make investments or transact business.

Duties and Obligations of the Managers. (a) Except with respect Subject to an action taken in accordance with Section 4.03(c)(v4.3(c)(iii), as long as any Securities are outstanding, the Board of Managers will take "all action that may be necessary or appropriate for the continuation of the Company’s company's valid existence as a limited liability company under the laws taws of the State of Delaware (and each other jurisdiction in which such existence is necessary to protect the limited liability of the Member or to enable the Company to engage in conduct the activities business in which it is engaged). (b) Each Manager will devote to the Company’s activities Company such time as he or she deems necessary to conduct the Company’s activities 's business and affairs in an appropriate manner. (c) The Board of Managers will use its their best efforts, in the conduct of the Company’s 's activities and business, to put all Persons with whom the Company deals on notice that the Member is not liable for the Company’s obligations 's obligations, and all agreements to which the Company is a party will are to include a statement to the effect that the Company is a limited liability company formed under the Act. However; provided, however, the failure to include such a statement in an agreement to which the Company is a party will not affect the Company’s 's power and authority or authorization to enter into such agreement. (d) The Board of Managers will prepare or cause to be prepared and will file or cause to be filed on or before the due date (or any extension thereof) any federal, State state or local tax returns required to be filed by the Company. The Board of Managers will cause the Company to pay any taxes payable by the Company. However; provided, however, that the Managers will are not be required to cause the Company to pay any tax so long as the Company is contesting in good faith and by appropriate legal proceedings the validity, applicability or amount of such tax thereof and such contest does not materially endanger any right or interest of the Company. (e) The Board of Managers will, from time to time, submit, or cause to be submitted, to any appropriate State state securities administrator all documents, papers, statistics and reports required to be filed with or submitted to such State state securities administrator. (f) The Board of Managers will use its their best efforts to cause the Company to be formed, reformed, or qualified to engage in investment activities in connection with Permitted Transactionsactivities, or be registered under any applicable assumed or fictitious name statute or similar law in any State state in which the Company then makes investments or transacts business, if such formation, reformation, qualification or registration is necessary or desirable in order to protect the limited liability of the Member or to permit the Company lawfully to own or make investments or transact business.

Duties and Obligations of the Managers. (a) Except with respect Subject to an action taken in accordance with Section 4.03(c)(v4.3(c)(iii), as long as any Securities are outstanding, the Board of Managers will take all action that may be necessary or appropriate for the continuation of the Company’s 's valid existence as a limited liability company under the laws of the State of Delaware (and each other jurisdiction in which such existence is necessary to protect the limited liability of the Member or to enable the Company to engage in conduct the activities business in which it is engaged). (b) Each Manager will devote to the Company’s activities Company such time as he or she deems necessary to conduct the Company’s activities 's business and affairs in an appropriate manner. (c) The Board of Managers will use its their best efforts, in the conduct of the Company’s 's activities and business, to put all Persons with whom the Company deals on notice that the Member is not liable for the Company’s obligations 's obligations, and all agreements to which the Company is a party will are to include a statement to the effect that the Company is a limited liability company formed under the Act. However; provided, however, the failure to include such a statement in an agreement to which the Company is a party will not affect the Company’s 's power and authority or authorization to enter into such agreement. (d) The Board of Managers will prepare or cause to be prepared and will file or cause to be filed on or before the due date (or any extension thereof) any federal, State state or local tax returns required to be filed by the Company. The Board of Managers will cause the Company to pay any taxes payable by the Company. However; provided, however, that the Managers will are not be required to cause the Company to pay any tax so long as the Company is contesting in good faith and by appropriate legal proceedings the validity, applicability or amount of such tax thereof and such contest does not materially endanger any right or interest of the Company. (e) The Board of Managers will, from time to time, submit, or cause to be submitted, to any appropriate State state securities administrator all documents, papers, statistics and reports required to be filed with or submitted to such State state securities administrator. (f) The Board of Managers will use its their best efforts to cause the Company to be formed, reformed, or qualified to engage in investment activities in connection with Permitted Transactionsactivities, or be registered under any applicable assumed or fictitious name statute or similar law in any State state in which the Company then makes investments or transacts business, if such formation, reformation, qualification or registration is necessary or desirable in order to protect the limited liability of the Member or to permit the Company lawfully to own or make investments or transact business.

Duties and Obligations of the Managers. (a) Except with respect Subject to an action taken in accordance with Section 4.03(c)(v4.3(c)(iii), as long as any Securities are outstanding, the Board will of Managers shall take all action that may be maybe necessary or appropriate for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Delaware (and each other jurisdiction in which such existence is necessary to protect the limited liability of the Member or to enable the Company to engage in conduct the activities business in which it is engaged). (b) Each Manager will shall devote to the Company’s activities Company such time as he or she deems shall deem necessary to conduct the Company’s activities business and affairs in an appropriate manner. (c) The Board will of Managers shall use its best efforts, in the conduct of the Company’s activities and business, to put all Persons with whom the Company deals on notice that the Member is not liable for the Company’s obligations and all agreements to which the Company is a party will shall include a statement to the effect that the Company is a limited liability company formed under the Act. However; provided, however, the failure to include such a statement in an agreement to which the Company is a party will shall not affect the Company’s power and authority or authorization to enter into such agreement. (d) The Board will of Managers shall prepare or cause to be prepared and will shall file or cause to be filed on or before the due date (or any extension thereof) any federal, State state or local tax returns required to be filed by the Company. The Board will of Managers shall cause the Company to pay any taxes payable by the Company. However; provided, however, that the Managers will shall not be required to cause the Company to pay any tax so long as the Company is contesting in good faith and by appropriate legal proceedings the validity, applicability or amount of such tax thereof and such contest does not materially endanger any right or interest of the Company. (e) The Board willof Managers shall, from time to time, submit, or cause to be submitted, to any appropriate State state securities administrator all documents, papers, statistics and reports required to be filed with or submitted to such State state securities administrator. (f) The Board will of Managers shall use its best efforts to cause the Company to be formed, reformed, or qualified to engage in investment activities in connection with Permitted Transactions, or be registered under any applicable assumed or fictitious name statute or similar law in any State state in which the Company then makes investments or transacts business, if such formation, reformation, qualification or registration is necessary or desirable in order to protect the limited liability of the Member or to permit the Company lawfully to own or make investments or transact business.

Duties and Obligations of the Managers. (a) Except with respect Subject to an action taken in accordance with Section 4.03(c)(v), as long as any Securities are outstanding7, the Board will of Managers shall take all action that may be necessary or appropriate for the continuation of the Company’s LLC's valid existence as a limited liability company under the laws of the State of Delaware (and each other jurisdiction in which such existence is necessary to protect the limited liability of the Member or to enable the Company LLC to engage in conduct the activities business in which it is engaged). (b) Each Manager will shall devote to the Company’s activities LLC such time as he or she deems shall deem necessary to conduct the Company’s activities LLC's business and affairs in an appropriate manner. (c) The Board will of Managers shall use its their best efforts, in the conduct of the Company’s LLC's activities and business, to put all Persons with whom the Company LLC deals on notice that the Member is not liable for the Company’s obligations LLC's obligations, and all agreements to which the Company LLC is a party will shall include a statement to the effect that the Company LLC is a limited liability company formed under the Act. However; provided, however, -------- ------- the failure to include such a statement in an agreement to which the Company LLC is a party will shall not affect the Company’s LLC's power and authority or authorization to enter into such agreement. (d) The Board will of Managers shall prepare or cause to be prepared and will shall file or cause to be filed on or before the due date (or any extension thereof) any federal, State state or local tax returns required to be filed by the CompanyLLC. The Board will of Managers shall cause the Company LLC to pay any taxes payable by the Company. HoweverLLC; provided, however, that the -------- ------- Managers will shall not be required to cause the Company LLC to pay any tax so long as the Company LLC is contesting in good faith and by appropriate legal proceedings the validity, applicability or amount of such tax thereof and such contest does not materially endanger any right or interest of the CompanyLLC. (e) The Board willof Managers shall, from time to time, submit, or cause to be submitted, to any appropriate State state securities administrator all documents, papers, statistics and reports required to be filed with or submitted to such State state securities administrator. (f) The Board will of Managers shall use its their best efforts to cause the Company LLC to be formed, reformed, or qualified to engage in investment activities in connection with Permitted Transactionsactivities, or be registered under any applicable assumed or fictitious name statute or similar law in any State state in which the Company LLC then makes investments or transacts business, if such formation, reformation, qualification or registration is necessary or desirable in order to protect the limited liability of the Member or to permit the Company LLC lawfully to own or make investments or transact business. (g) The Board of Managers, as an "authorized person" within the meaning of the Act shall from time to time, prepare and file, or cause to be prepared and filed, any amendment or restatement to the Certificate of Formation or this Agreement and other similar documents that are required by law to be filed and recorded for any reason, in such office or offices as are required under the laws of the State of Delaware or any other state in which the LLC is then formed or qualified.