Common use of Execution of Papers Clause in Contracts

Execution of Papers. The Members, by the execution of this Agreement, irrevocably constitutes and appoints the Senior Manager, each other member of the Board of Managers and/or any Person designated by the Board of Managers to act on each such Member’s behalf for purposes of this Section 11.3 each such Member’s true and lawful attorney-in-fact with full power and authority in such Member’s name, place, and stead to execute, acknowledge, deliver, swear to, file, and record at the appropriate public offices the following documents as may be necessary or appropriate to carry out the provisions of this Agreement: 11.3.1 all certificates and other instruments (specifically including counterparts of this Agreement), and any amendment thereof, that the Board of Managers deems appropriate to qualify or continue the Company as a limited liability company in any jurisdiction in which the Company may conduct business or in which such qualification or continuation is, in the opinion of the Board of Managers, necessary to protect the limited liability of the Members; 11.3.2 [all amendments to this Agreement adopted in accordance with the terms hereof; ]and 11.3.3 all conveyances and other instruments that the Board of Managers deems appropriate to reflect the dissolution of the Company. The appointment by the Members of each member of the Board of Managers and/or any Person designated by the Board of Managers as each such Member’s attorney-in-fact shall be deemed to be a power coupled with an interest, in recognition of the fact that the Members will be relying upon the power of the Board of Managers to act as contemplated by this Agreement in any filing and other action by the Members on behalf of the Company, and shall survive and shall not be affected by the subsequent disability, incapacity, the bankruptcy, dissolution, death, adjudication of incompetence or insanity of the Member.

Execution of Papers. The MembersMembers agree to execute such instruments, documents and papers as the Board of Managers deems necessary or appropriate to carry out the intent of this Agreement. Each Member, including each new and substituted Member, by the execution of this Agreement or by agreeing in writing to be bound by the provisions of this Agreement, irrevocably constitutes and appoints the Senior Manager, each other member of the Board of Managers and/or any Person designated by the Board of Managers to act on each such Member’s its behalf for purposes of this Section 11.3 each such Member’s 15.4 its true and lawful attorney-in-fact with full power and authority in such Member’s its name, place, place and stead to execute, acknowledge, deliver, swear to, file, file and record at the appropriate public offices the following such documents as may be necessary or appropriate to carry out the provisions of this Agreement, including but not limited to: 11.3.1 (a) all certificates and other instruments (specifically including counterparts of this Agreement), and any amendment thereof, that the Board of Managers deems appropriate to qualify or continue the Company as a limited liability company in any jurisdiction in which the Company may conduct business or in which such qualification or continuation is, in the opinion of the Board of Managers, necessary to protect the limited liability of the Members; 11.3.2 [(b) all amendments to this Agreement adopted in accordance with the terms hereofhereof and all instruments that the Board of Managers deems appropriate to reflect a change or modification of the Company in accordance with the terms of this Agreement; ]and 11.3.3 (c) all conveyances and other instruments that the Board of Managers deems appropriate to reflect the dissolution of the Company. The appointment by the Members each Member of each member of the Board of Managers and/or any Person designated by the Board of Managers as each such Member’s its attorney-in-fact 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 Board of Managers to act as contemplated by this Agreement in any filing and other action by the Members it on behalf of the Company, and shall survive and shall not be affected by the subsequent disability, incapacity, the bankruptcy, dissolution, death, adjudication of incompetence or insanity of any Member giving such power and the transfer or assignment of all or any part of such Member's Units; provided, however, that in the event of a Transfer by a Member of all of its Units, the power of attorney given by the transferor shall survive such assignment only until such time as the Assignee shall have been admitted to the Company as a substituted Member and all required documents and instruments shall have been duly executed, filed and recorded to effect such substitution.

Execution of Papers. The MembersWith respect to the Company or any Series to which a Member is a Member, the Members agree to execute such instruments, documents, and papers at the Company’s or such Series, as the case may be, expense as are reasonably necessary or appropriate to carry out the intent of this Agreement. Each Member, including each new and substituted Member and each Assignee, by the execution of this Agreement or any Previous Agreement, by agreeing in writing to be bound by the provisions of this Agreement or any Previous Agreement, or if such Member or Assignee has not executed this Agreement or a Previous Agreement, or agreed in writing to be bound by the provisions of this Agreement or any Previous Agreement, by virtue of the provisions of the Act that make each Member and each Assignee bound by this Agreement, whether or not such Member or Assignee executes the Agreement, irrevocably constitutes and appoints the Senior Company Manager, with respect to the Company, and the respective Series Managers, with respect to each other member of the Board of Managers and/or such Series to which such Member is a Member, or any Person designated by the Board of Managers Company Manager or such Series Manager to act on each such Member’s behalf with respect to the Company or such Series, as the case may be, for purposes of this Section 11.3 each such Member’s 18.4 as its true and lawful attorney-in-fact with full power and authority in such Member’s its name, place, and stead to execute, acknowledge, deliver, swear to, file, and record at the appropriate public offices the following such documents as may be necessary or appropriate to carry out the provisions of this Agreement, including but not limited to: 11.3.1 (a) all certificates and other instruments (specifically including counterparts of this Agreement), and any amendment thereofthereof adopted in accordance with the terms hereof, that the Board of Managers Company Manager or Series Manager, as the case may be, deems appropriate to qualify or continue the Company or such Series as a limited liability company in any jurisdiction in which the Company or such Series may conduct business or in which such qualification or continuation is, in the opinion of the Board of ManagersCompany Manager or Series Manager, as the case may be, necessary to protect the limited liability of the Members; 11.3.2 [(b) all amendments to this Agreement adopted in accordance with the terms hereofhereof and all instruments that the Company Manager or Series Manager, as the case may be, deems appropriate to reflect a change or modification of the Company or such Series, as the case may be, in accordance with the terms of this Agreement; ]and 11.3.3 (c) all conveyances and other instruments that the Board of Managers Company Manager or Series Manager, as the case may be, deems appropriate to reflect the dissolution of the CompanyCompany or such Series, as the case may be, in accordance with the terms hereof. The appointment by the Members of each member Member of the Board of Managers and/or any Person designated by Company Manager or Series Manager, as the Board of Managers case may be, as each such Member’s attorney-in-fact 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 Board of Managers Company Manager or Series Manager, as the case may be, to act as contemplated by this Agreement in any filing and other action by the Members him or her on behalf of the CompanyCompany or such Series, as the case may be, and shall survive and shall not be affected by the subsequent disability, incapacity, the bankruptcy, dissolution, death, adjudication of incompetence or insanity of any Member giving such power and the transfer or assignment of all or any part of such Member’s Series Interest; provided, however, that in the event of a Transfer by a Member of all of its Series Interest, the power of attorney given by the transferor shall survive such assignment only until such time as the Assignee shall have been admitted to the Company or such Series, as the case may be, as a substituted Member and all required documents and instruments shall have been duly executed, filed, and recorded to effect such substitution.

Execution of Papers. (a) The MembersMembers agree to execute such instruments, documents, and papers as the Management Committee deems necessary or appropriate to carry out the intent of this Agreement. (b) Each Member, including each additional and substituted Member, by the execution of this Agreement, irrevocably constitutes and appoints the Senior Manager, each other member of the Board of Managers and/or any Person designated by the Board of Managers to act on each such Member’s behalf for purposes of this Section 11.3 each such Member’s Liquidator its true and lawful attorney-in-fact with full power and authority in such Member’s its name, place, and stead to execute, acknowledge, deliver, swear to, file, and record at the appropriate public offices the following all agreements, instruments, and other documents as that may be necessary or appropriate to carry out effect the provisions sale of this Agreement: 11.3.1 all certificates and other instruments (specifically including counterparts of this Agreement), and any amendment thereof, that the Board of Managers deems appropriate to qualify or continue the Company as a limited liability company in any jurisdiction in which the Company may conduct business or in which such qualification or continuation is, in the opinion of the Board of Managers, necessary to protect the limited liability of the Members; 11.3.2 [all amendments to this Agreement adopted in accordance with the terms hereof; ]and 11.3.3 all conveyances and other instruments that the Board of Managers deems appropriate to reflect the dissolution of the Company. The appointment by the Members of each member of the Board of Managers and/or any Person designated by the Board of Managers as each such Member’s attorney-in-fact 's Membership Interest pursuant to Section 11.2(e). (c) The power of attorney granted pursuant to Section 16.7(b) 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 Board of Managers Liquidator to act as contemplated by this Agreement in any filing and other action by the Members it on behalf of the Company, and shall survive and shall not be affected by the subsequent disability, incapacity, the bankruptcy, dissolution, death, adjudication of incompetence or insanity insanity, or dissolution of any Person hereby giving such powers and the transfer or assignment of all or any part of such Person's Membership Interest; provided, however, that in the event of a Transfer by a Member, the powers of attorney given by the transferor shall survive such Transfer only until such time as the Transferee or Successor shall have been admitted to the Company as a substituted Member and all required documents and instruments shall have been duly executed, filed, and recorded to effect such substitution. (d) Each Member agrees to be bound by any actions taken by the Liquidator acting in good faith pursuant to the power of attorney granted pursuant to Section 16.7(b) that are consistent with and subject to the provisions of this Agreement and hereby waives any and all defenses that may be available to contest, negate, or disaffirm any action of the MemberLiquidator taken in good faith under the power of attorney granted pursuant to Section 16.7(b) that are consistent with and subject to the provisions of this Agreement.

Execution of Papers. The MembersMembers agree to execute such instruments, documents, and papers as the Manager deems necessary or appropriate to carry out the intent of this Agreement. Each Member, including each new and substituted Member, by the execution of this Agreement or by agreeing in writing to be bound by the provisions of this Agreement, irrevocably constitutes and appoints both the Senior ManagerManager and Investor, each other member of the Board of Managers and/or or any Person designated by the Board of Managers Manager or Investor, to act on each such Member’s its behalf for purposes of this Section 11.3 each such Member’s 12.4 as its true and lawful attorney-in-fact with full power and authority in such Member’s its name, place, and stead to execute, acknowledge, deliver, swear to, file, and record at the appropriate public offices the following such documents as may be necessary or appropriate to carry out the provisions of this Agreement, including but not limited to: 11.3.1 (i) all certificates and other instruments (specifically including counterparts of this Agreement), and any amendment thereof, that the Board of Managers such Person deems appropriate to qualify or continue the Company as a limited liability company in any jurisdiction in which the Company may conduct business or in which such qualification or continuation is, in the opinion of the Board of Managerssuch Person, necessary to protect the limited liability of the Members; 11.3.2 [(ii) all amendments to this Agreement adopted in accordance with the terms hereofhereof and all instruments that such Person deems appropriate to reflect a change or modification of the Company in accordance with the terms of this Agreement; ]and 11.3.3 (iii) all conveyances and other instruments that the Board of Managers such Person deems appropriate to reflect the dissolution of the Company. The appointment by the Members of each member Member of the Board of Managers and/or any Person designated by the Board of Managers Manager and Investor as each such Member’s its attorney-in-fact 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 Board of Managers Manager and/or Investor to act as contemplated by this Agreement in any filing and other action by the Members him or her on behalf of the Company, and shall survive and shall not be affected by the subsequent disability, incapacity, the bankruptcy, dissolution, death, adjudication of incompetence or insanity of any Member giving such power and the transfer or assignment of all or any part of such Member's interests; provided, however, that in the event of a transfer by a Member of all of its interest, the power of attorney given by the transferor shall survive such assignment only until such time as the assignee shall have been admitted to the Company as a substituted Member and all required documents and instruments shall have been duly executed, filed, and recorded to effect such substitution.

Execution of Papers. The MembersMembers agree to execute such instruments, documents, and papers as the Board of Managers deems necessary or appropriate to carry out the intent of this Agreement. Each Member, including each new and substituted Member, by the execution of this Agreement or by agreeing in writing to be bound by the provisions of this Agreement, irrevocably constitutes and appoints the Senior Manager, each other member of the Board of Managers and/or or any Person designated by the Board of Managers to act on each such Member’s their behalf for purposes of this Section 11.3 each such Member’s 16.4 its true and lawful attorney-in-fact with full power and authority in such Member’s its name, place, and stead to execute, acknowledge, deliver, swear to, file, and record at the appropriate public offices the following such documents as may be necessary or appropriate to carry out the provisions of this Agreement, including but not limited to: 11.3.1 (a) all certificates and other instruments (specifically including counterparts of this Agreement), and any amendment thereof, that the Board of Managers deems appropriate to qualify or continue the Company as a 34 limited liability company in any jurisdiction in which the Company may conduct business or in which such qualification or continuation is, in the opinion of the Board of Managers, necessary to protect the limited liability of the Members; 11.3.2 [(b) all amendments to this Agreement adopted in accordance with the terms hereofhereof and all instruments that the Board of Managers deems appropriate to reflect a change or modification of the Company in accordance with the terms of this Agreement; ]and 11.3.3 (c) all conveyances and other instruments that the Board of Managers deems appropriate to reflect the dissolution of the Company, in accordance with the terms of this Agreement. The appointment by the Members of each member Member of the Board of Managers and/or any Person designated by the Board of Managers as each such Member’s its attorney-in-fact 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 Board of Managers to act as contemplated by this Agreement in any filing and other action by the Members him or her on behalf of the Company, and shall survive and shall not be affected by the subsequent disability, incapacity, the bankruptcy, dissolution, death, adjudication of incompetence or insanity of any Member giving such power and the transfer or assignment of all or any part of such Member's Interests; provided, however, that in the event of a Transfer by a Member of all of its Interest, the power of attorney given by the transferor shall survive such assignment only until such time as the Assignee shall have been admitted to the Company as a substituted Member and all required documents and instruments shall have been duly executed, filed, and recorded to effect such substitution.

Execution of Papers. The MembersMembers agree to execute such instruments, -------------------- documents and papers as the Board of Managers deems necessary or appropriate to carry out the intent of this Agreement. Each Member, including each new and substituted Member, by the execution of this Agreement or by agreeing in writing to be bound by the provisions of this Agreement, irrevocably constitutes and appoints the Senior Manager, each other member of the Board of Managers and/or any Person designated by the Board of Managers to act on each such Member’s its behalf for purposes of this Section 11.3 each such Member’s 15.4 its ------------ true and lawful attorney-in-fact with full power and authority in such Member’s its name, place, place and stead to execute, acknowledge, deliver, swear to, file, file and record at the appropriate public offices the following such documents as may be necessary or appropriate to carry out the provisions of this Agreement, including but not limited to: 11.3.1 (a) all certificates and other instruments (specifically including counterparts of this Agreement), and any amendment thereof, that the Board of Managers deems appropriate to qualify or continue the Company as a limited liability company in any jurisdiction in which the Company may conduct business or in which such qualification or continuation is, in the opinion of the Board of Managers, necessary to protect the limited liability of the Members; 11.3.2 [(b) all amendments to this Agreement adopted in accordance with the terms hereofhereof and all instruments that the Board of Managers deems appropriate to reflect a change or modification of the Company in accordance with the terms of this Agreement; ]and 11.3.3 (c) all conveyances and other instruments that the Board of Managers deems appropriate to reflect the dissolution of the Company. The appointment by the Members each Member of each member of the Board of Managers and/or any Person designated by the Board of Managers as each such Member’s its attorney-in-fact 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 Board of Managers to act as contemplated by this Agreement in any filing and other action by the Members it on behalf of the Company, and shall survive and shall not be affected by the subsequent disability, incapacity, the bankruptcy, dissolution, death, adjudication of incompetence or insanity of any Member giving such power and the transfer or assignment of all or any part of such Member's Units; provided, however, that in the event of a Transfer by a Member of all of its Units, the power of attorney given by the transferor shall survive such assignment only until such time as the Assignee shall have been admitted to the Company as a substituted Member and all required documents and instruments shall have been duly executed, filed and recorded to effect such substitution.

Execution of Papers. The MembersMembers agree to execute such instruments, documents, and papers at the Company’s expense as are reasonably necessary or appropriate to carry out the intent of this Agreement. Each Member, including each new and substituted Member, by the execution of this Agreement or by agreeing in writing to be bound by the provisions of this Agreement, irrevocably constitutes and appoints the Senior Manager, each other member of the Board of Managers and/or or any Person designated by the Board of Managers to act on each such Member’s behalf for purposes of this Section 11.3 each such Member’s 18.4 as its true and lawful attorney-in-fact with full power and authority in such Member’s its name, place, and stead to execute, acknowledge, deliver, swear to, file, and record at the appropriate public offices the following such documents as may be necessary or appropriate to carry out the provisions of this Agreement, including but not limited to: 11.3.1 (a) all certificates and other instruments (specifically including counterparts of this Agreement), and any amendment thereofthereof adopted in accordance with the terms hereof (including Section 5.3), that the Board of Managers deems appropriate to qualify or continue the Company as a limited liability company in any jurisdiction in which the Company may conduct business or in which such qualification or continuation is, in the opinion of the Board of Managers, necessary to protect the limited liability of the Members; 11.3.2 [(b) all amendments to this Agreement adopted in accordance with the terms hereofhereof (including Section 5.3) and all instruments that the Board of Managers deems appropriate to reflect a change or modification of the Company in accordance with the terms of this Agreement (including Section 5.3); ]and 11.3.3 (c) all conveyances and other instruments that the Board of Managers deems appropriate to reflect the dissolution of the CompanyCompany in accordance with the terms hereof. The appointment by the Members of each member Member of the Board of Managers and/or any Person designated by the Board of Managers as each such Member’s attorney-in-fact 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 Board of Managers to act as contemplated by this Agreement in any filing and other action by the Members him or her on behalf of the Company, and shall survive and shall not be affected by the subsequent disability, incapacity, the bankruptcy, dissolution, death, adjudication of incompetence or insanity of any Member giving such power and the transfer or assignment of all or any part of such Member’s Interest; provided, however, that in the event of a Transfer by a Member of all of its Interest, the power of attorney given by the transferor shall survive such assignment only until such time as the Assignee shall have been admitted to the Company as a substituted Member and all required documents and instruments shall have been duly executed, filed, and recorded to effect such substitution.