Common use of Officers; Agents Clause in Contracts

Officers; Agents. The Board of Managers by resolution or written consent shall have the power to appoint officers or agents to act for the Company with such titles, if any, as the Board of Managers deems appropriate and to delegate to such officers or agents such of the powers as are granted to the Board of Managers hereunder, including the power to execute documents on behalf of the Company, as the Board of Managers may in its sole discretion determine; provided, however, that no such delegation by the Board of Managers shall cause the Persons constituting the Board of Managers to cease to be the “managers” of the Company within the meaning of the Act. The officers or agents so appointed may include persons holding titles such as Chairman, Chief Executive Officer, Chief Operating Officer, President, Chief Financial Officer, Executive Vice President, Vice President, Treasurer, Controller, Secretary or Assistant Secretary. Subject to contractual rights that an officer may have, if any, the Board of Managers may at any time remove any officer with or without cause. The Board of Managers may at any time terminate or modify the authority of any officer or agent. Any officer may resign at any time by delivering his or her resignation in writing to the President or the Secretary or to a meeting of the Board of Managers. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. The officers of the Company as of the date hereof are set forth on Exhibit 7. Unless the authority of the officer in question is limited in the document appointing such officer or is otherwise specified by the Board of Managers, any officer so appointed shall have the same authority to act for the Company as a corresponding officer of a Delaware corporation would have to act for a Delaware corporation in the absence of a specific delegation of authority; provided, however, that unless such power is specifically delegated to the officer in question either for a specific transaction or generally, no such officer shall have the power to lease or acquire real property, to borrow money, to issue notes, debentures, securities, equity or other interests of or in the Company, to make investments in (other than the investment of surplus cash in the ordinary course of business) or to acquire securities of any Person, to give guarantees or indemnities, to merge, liquidate or dissolve the Company or to sell or lease all or any substantial portion of the assets of the Company. The Board of Managers, in its sole discretion, may by vote or resolution of the Board of Managers ratify any act previously taken by an officer or agent acting on behalf of the Company.

Officers; Agents. The Board of Managers by resolution or written consent vote of the Board of Managers shall have the power to appoint officers or agents (who may be referred to as officers) to act for the Company with such titles, if any, as the Board of Managers deems appropriate and to delegate to such officers or agents such of the powers as are granted to the Board of Managers hereunder, including the power to execute documents on behalf of the Company, as the Board of Managers may in its sole discretion determine; provided, however, that no such delegation by the Board of Managers shall cause the Persons constituting the Board of Managers to cease to be the “managers” of the Company within the meaning of the Act. The officers or agents so appointed may include persons holding titles such as Chairman, Chief Executive Officer, Chief Operating Officer, President, Chief Financial Officer, Executive Vice President, Vice President, TreasurerChief Operating Officer, Chief Financial Officer, Treasurer or Controller, Secretary or Assistant Secretary. Subject to contractual rights that an officer may have, if any, the Board of Managers may at any time remove any officer with or without cause. The Board of Managers may at any time terminate or modify the authority of any officer or agent. Any officer may resign at any time by delivering his or her resignation in writing to the President or the Secretary or to a meeting of the Board of Managers. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. The officers of the Company as of the date hereof are set forth on Exhibit 7. Unless the authority of the agent designated as the officer in question is limited in the document appointing such officer or is otherwise specified by the Board of Managers, any officer so appointed shall have the same authority to act for the Company as a corresponding officer of a Delaware corporation would have to act for a Delaware corporation in the absence of a specific delegation of authorityauthority and as more specifically set forth herein; provided, however, that unless such power is specifically delegated to the officer in question either for a specific transaction or generally, no such officer shall have the power to lease or acquire real property, to borrow money, to issue notes, debentures, securities, equity or other interests of or in the Company, to make investments in (other than the investment of surplus cash in the ordinary course of business) or to acquire securities of any Person, to give guarantees or indemnities, to merge, liquidate or dissolve the Company or to sell or lease all or any substantial portion of the assets of the Company. The Board of Managers, in its sole discretion, may by vote or resolution of the Board of Managers ratify any act previously taken by an officer or agent acting on behalf of the Company.

Officers; Agents. The Board of Managers by vote or resolution or written consent shall have the power to appoint officers or agents (who may be referred to as officers) to act for the Company and applicable Series, as the case may be, with such titles, if any, as the Board of Managers such Manager deems appropriate and to delegate to such officers or agents such of the powers as are granted to the Board of Managers such Manager hereunder, including the power to execute documents on behalf of the CompanyCompany or applicable Series, as the Board of Managers case may be, as such Manager may in its sole discretion determine; provided, however, that no such delegation by the Board of Managers such Manager shall cause the Persons constituting the Board of Managers such Manager to cease to be the “managersmanager” of the Company or applicable Series, as the case may be, within the meaning of the Act. The officers or agents so appointed may include persons holding titles such as ChairmanChair, Chief Executive Officer, Chief Operating Officer, President, Chief Financial Officer, Executive Vice President, Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer, Controller, Secretary or Assistant Secretary. Subject to contractual rights that an officer may have, if any, the Board of Managers may at any time remove any officer with or without cause. The Board of Managers may at any time terminate or modify the authority of any officer or agent. Any officer may resign at any time by delivering his or her resignation in writing to the President or the Secretary or to a meeting of the Board of Managers. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. The officers of the Company as of the date hereof are set forth on Exhibit 7Controller. Unless the authority of the agent designated as the officer in question is limited in the document appointing such officer or is otherwise specified by the Board of ManagersManager making such delegation, any officer so appointed shall have the same authority to act for the Company or applicable Series, as the case may be, as a corresponding officer of a Delaware corporation would have to act for a Delaware corporation in the absence of a specific delegation of authorityauthority and as more specifically set forth in Schedule 5.4; provided, however, that unless such power is specifically delegated to the officer in question either for a specific transaction or generally, no such officer shall have the power to acquire or lease or acquire real property, to borrow money, to issue notes, debentures, securities, equity or other interests of or in the CompanyCompany or applicable Series, as the case may be, to make investments in (other than the investment of surplus cash in the ordinary course of business) or to acquire securities of any Person, to give guarantees or indemnities, to merge, liquidate or dissolve the Company or applicable Series, as the case may be, or to sell or lease all or any substantial portion of the assets of the CompanyCompany or applicable Series, as the case may be. The Board of Managersapplicable Manager, in its sole discretion, may by vote or resolution of the Board of Managers ratify any act previously taken by an officer or agent acting on behalf of the CompanyCompany or applicable Series, as the case may be.

Officers; Agents. The Board of Managers by vote or resolution or written consent shall have the power to appoint officers or agents to act for the Company with such titles, if any, as the Board of Managers deems appropriate and to delegate to such officers or agents such of the powers as are granted to the Board of Managers hereunder, including the power to execute documents on behalf of the Company, as the Board of Managers may in its sole discretion determine; provided, however, that no such delegation by the Board of Managers shall cause the Persons constituting the Board of Managers to cease to be the “managers” of the Company within the meaning of the Act. The officers or agents so appointed may include persons holding titles such as Chairman, Chief Executive Officer, Chief Operating ACEVA TECHNOLOGIES LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 9 OF 14 Officer, President, Chief Financial Officer, Executive Vice President, Senior Vice President, Vice President, Assistant Vice President, Treasurer, Controller, Secretary or Assistant Secretary. Subject to contractual rights that an An officer may have, if any, the Board of Managers may be removed at any time remove any officer with or without cause. The Board of Managers may at any time terminate or modify the authority of any officer or agent. Any officer may resign at any time by delivering his or her resignation in writing to the President or the Secretary or to a meeting of the Board of Managers. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. The officers of the Company as of the date hereof are set forth on Exhibit 76.13. Unless the authority of the agent designated as the officer in question is limited in the document appointing such officer or is otherwise specified by the Board of Managers, any officer so appointed shall have the same authority to act for the Company as a corresponding officer of a Delaware corporation would have to act for a Delaware corporation in the absence of a specific delegation of authority; providedauthority and all deeds, howeverleases, that unless such power is specifically delegated to the officer in question either for a specific transaction or generallytransfers, no such officer shall have the power to lease or acquire real propertycontracts, to borrow moneybonds, to issue notes, debentureschecks, securities, equity drafts or other interests of obligations made, accepted or in endorsed by the CompanyCompany may be signed by the Chairman, to make investments in if any, the President, a Vice President (other than the investment of surplus cash in the ordinary course of businessincluding any Assistant Vice President) or to acquire securities of any Personthe Treasurer, to give guarantees Controller, Secretary or indemnities, to merge, liquidate or dissolve Assistant Secretary at the Company or to sell or lease all or any substantial portion of the assets of the Companytime in office. The Board of Managers, in its sole discretion, may by vote or resolution of the Board of Managers ratify any act previously taken by an officer or agent acting on behalf of the Company.

Officers; Agents. The Board of Managers by vote or resolution or written consent shall have the power to appoint officers or agents to act for the Company with such titles, if any, as the Board of Managers deems appropriate and to delegate to such officers or agents such of the powers as are granted to the Board of Managers hereunder, including the power to execute documents on behalf of the Company, as the Board of Managers may in its sole discretion determine; provided, however, that no such delegation by the Board of Managers shall cause the Persons constituting the Board of Managers to cease to be the “managers” of the Company within the meaning of the Act. The officers or agents so appointed may include persons holding titles such as Chairman, Chief Executive Officer, Chief Operating SUNGARD COMPUTER SERVICES LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 9 OF 14 Officer, President, Chief Financial Officer, Executive Vice President, Senior Vice President, Vice President, Assistant Vice President, Treasurer, Controller, Secretary or Assistant Secretary. Subject to contractual rights that an An officer may have, if any, the Board of Managers may be removed at any time remove any officer with or without cause. The Board of Managers may at any time terminate or modify the authority of any officer or agent. Any officer may resign at any time by delivering his or her resignation in writing to the President or the Secretary or to a meeting of the Board of Managers. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. The officers of the Company as of the date hereof are set forth on Exhibit 76.13. Unless the authority of the agent designated as the officer in question is limited in the document appointing such officer or is otherwise specified by the Board of Managers, any officer so appointed shall have the same authority to act for the Company as a corresponding officer of a Delaware corporation would have to act for a Delaware corporation in the absence of a specific delegation of authority; providedauthority and all deeds, howeverleases, that unless such power is specifically delegated to the officer in question either for a specific transaction or generallytransfers, no such officer shall have the power to lease or acquire real propertycontracts, to borrow moneybonds, to issue notes, debentureschecks, securities, equity drafts or other interests of obligations made, accepted or in endorsed by the CompanyCompany may be signed by the Chairman, to make investments in if any, the President, a Vice President (other than the investment of surplus cash in the ordinary course of businessincluding any Assistant Vice President) or to acquire securities of any Personthe Treasurer, to give guarantees Controller, Secretary or indemnities, to merge, liquidate or dissolve Assistant Secretary at the Company or to sell or lease all or any substantial portion of the assets of the Companytime in office. The Board of Managers, in its sole discretion, may by vote or resolution of the Board of Managers ratify any act previously taken by an officer or agent acting on behalf of the Company.

Officers; Agents. The Board of Managers by resolution or written consent vote of the ----------------- Board of Managers shall have the power to appoint officers or agents (who may be referred to as officers) to act for the Company with such titles, if any, as the Board of Managers deems appropriate and to delegate to such officers or agents such of the powers as are granted to the Board of Managers hereunder, including the power to execute documents on behalf of the Company, as the Board of Managers may in its sole discretion determine; provided, however, that no such delegation by the Board of Managers shall cause the Persons constituting the Board of Managers to cease to be the “managers” of the Company within the meaning of the Act. The officers or agents so appointed may include persons holding titles such as Chairman, Chief Executive Officer, Chief Operating Officer, President, Chief Financial Officer, Executive Vice President, Vice President, TreasurerChief Operating Officer, Chief Financial Officer, Treasurer or Controller, Secretary or Assistant Secretary. Subject to contractual rights that an officer may have, if any, the Board of Managers may at any time remove any officer with or without cause. The Board of Managers may at any time terminate or modify the authority of any officer or agent. Any officer may resign at any time by delivering his or her resignation in writing to the President or the Secretary or to a meeting of the Board of Managers. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. The officers of the Company as of the date hereof are set forth on Exhibit 7. Unless the authority of the agent designated as the officer in question is limited in the document appointing such officer or is otherwise specified by the Board of Managers, any officer so appointed shall have the same authority to act for the Company as a corresponding officer of a Delaware corporation would have to act for a Delaware corporation in the absence of a specific delegation of authorityauthority and as more specifically set forth herein; provided, however, that unless such power is specifically delegated to the officer in question either for a specific transaction or generally, no such officer shall have the power to lease or acquire real property, to borrow money, to issue notes, debentures, securities, equity or other interests of or in the Company, to make investments in (other than the investment of surplus cash in the ordinary course of business) or to acquire securities of any Person, to give guarantees or indemnities, to merge, liquidate or dissolve the Company or to sell or lease all or any substantial portion of the assets of the Company. The Board of Managers, in its sole discretion, may by vote or resolution of the Board of Managers ratify any act previously taken by an officer or agent acting on behalf of the Company.

Officers; Agents. The Board of Managers by vote or resolution or written consent shall have the power to appoint officers or agents to act for the Company with such titles, if any, as the Board of Managers deems appropriate and to delegate to such officers or agents such of the powers as are granted to the Board of Managers hereunder, including the power to execute documents on behalf of the Company, as the Board of Managers may in its sole discretion determine; provided, however, that no such delegation by the Board of Managers shall cause the Persons constituting the Board of Managers to cease to be the “managers” of the Company within the meaning of the Act. The officers or agents so appointed may include persons holding titles such as Chairman, Chief Executive Officer, Chief Operating SUNGARD SECURITIES FINANCE INTERNATIONAL LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 9 OF 14 Officer, President, Chief Financial Officer, Executive Vice President, Senior Vice President, Vice President, Assistant Vice President, Treasurer, Controller, Secretary or Assistant Secretary. Subject to contractual rights that an An officer may have, if any, the Board of Managers may be removed at any time remove any officer with or without cause. The Board of Managers may at any time terminate or modify the authority of any officer or agent. Any officer may resign at any time by delivering his or her resignation in writing to the President or the Secretary or to a meeting of the Board of Managers. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. The officers of the Company as of the date hereof are set forth on Exhibit 76.13. Unless the authority of the agent designated as the officer in question is limited in the document appointing such officer or is otherwise specified by the Board of Managers, any officer so appointed shall have the same authority to act for the Company as a corresponding officer of a Delaware corporation would have to act for a Delaware corporation in the absence of a specific delegation of authority; providedauthority and all deeds, howeverleases, that unless such power is specifically delegated to the officer in question either for a specific transaction or generallytransfers, no such officer shall have the power to lease or acquire real propertycontracts, to borrow moneybonds, to issue notes, debentureschecks, securities, equity drafts or other interests of obligations made, accepted or in endorsed by the CompanyCompany may be signed by the Chairman, to make investments in if any, the President, a Vice President (other than the investment of surplus cash in the ordinary course of businessincluding any Assistant Vice President) or to acquire securities of any Personthe Treasurer, to give guarantees Controller, Secretary or indemnities, to merge, liquidate or dissolve Assistant Secretary at the Company or to sell or lease all or any substantial portion of the assets of the Companytime in office. The Board of Managers, in its sole discretion, may by vote or resolution of the Board of Managers ratify any act previously taken by an officer or agent acting on behalf of the Company.

Officers; Agents. The Board of Managers by vote or resolution or written consent of the Board of Managers shall have the power to appoint officers or agents (who may be referred to as officers) to act for the Company with such titles, if any, as the Board of Managers deems appropriate and to delegate to such officers or agents such of the powers as are granted to the Board of Managers hereunder, including the power to execute documents on behalf of the Company, as the Board of Managers may in its sole discretion determine; provided, however, that no such delegation by the Board of Managers shall cause the Persons constituting the Board of Managers to cease to be the “managers” of the Company within the meaning of the Act. The officers or agents so appointed may include persons holding titles such as Chairman, Chief Executive Officer, Chief Operating Officer, President, Chief Financial Officer, Executive Vice President, Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer, Controller, Secretary or Assistant Secretary. Subject to contractual rights that an officer may have, if any, the Board of Managers may at any time remove any officer with or without cause. The Board of Managers may at any time terminate or modify the authority of any officer or agent. Any officer may resign at any time by delivering his or her resignation in writing to the President or the Secretary or to a meeting of the Board of Managers. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. The officers of the Company as of the date hereof are set forth on Exhibit 7Controller. Unless the authority of the agent designated as the officer in question is limited in the document appointing such officer or is otherwise specified by the Board of Managers, any officer so appointed shall have the same authority to act for the Company as a corresponding officer of a Delaware corporation would have to act for a Delaware corporation in the absence of a specific delegation of authorityauthority and as more specifically set forth in Exhibit 5.4; provided, however, that unless such power is specifically delegated to the officer in question either for a specific transaction or generally, no such officer shall have the power to acquire or lease or acquire real property, to borrow money, to issue notes, debentures, securities, equity or other interests of or in the Company, to make investments in (other than the investment of surplus cash in the ordinary course of business) or to acquire securities of any Person, to give guarantees or indemnities, to merge, liquidate or dissolve the Company Company, or to sell or lease all or any substantial portion of the assets of the Company. The Board of Managers, in its sole discretion, may by vote or resolution of the Board of Managers ratify any act previously taken by an officer or agent acting on behalf of the Company.. Initially, the officers of the Company shall be as follows, each of whom is elected to the office set forth opposite his name to serve until his resignation or removal by the Board: Xxxxxxx Xxxxxxxx Vice President Xxx XxXxxx Chief Executive Officer Xxxxx Xxxxx Vice President Xxxxx Xxxxxxxx Vice President Xxxxx Xxxxxxx Chief Financial Officer, Senior Vice President and Secretary Xxxxx Xxxxx Chairman and Vice President

Officers; Agents. The Board of Managers by vote or resolution or written consent shall have the power to appoint officers or agents to act for the Company with such titles, if any, as the Board of Managers deems appropriate and to delegate to such officers or agents such of the powers as are granted to the Board of Managers hereunder, including the power to execute documents on behalf of the Company, as the Board of Managers may in its sole discretion determine; provided, however, that no such delegation by the Board of Managers shall cause the Persons constituting the Board of Managers to cease to be the “managers” of the Company within the meaning of the Act. The officers or agents so appointed may include persons holding titles such as Chairman, Chief Executive Officer, Chief Operating SUNGARD REFERENCE DATA SOLUTIONS LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 9 OF 14 Officer, President, Chief Financial Officer, Executive Vice President, Senior Vice President, Vice President, Assistant Vice President, Treasurer, Controller, Secretary or Assistant Secretary. Subject to contractual rights that an An officer may have, if any, the Board of Managers may be removed at any time remove any officer with or without cause. The Board of Managers may at any time terminate or modify the authority of any officer or agent. Any officer may resign at any time by delivering his or her resignation in writing to the President or the Secretary or to a meeting of the Board of Managers. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. The officers of the Company as of the date hereof are set forth on Exhibit 76.13. Unless the authority of the agent designated as the officer in question is limited in the document appointing such officer or is otherwise specified by the Board of Managers, any officer so appointed shall have the same authority to act for the Company as a corresponding officer of a Delaware corporation would have to act for a Delaware corporation in the absence of a specific delegation of authority; providedauthority and all deeds, howeverleases, that unless such power is specifically delegated to the officer in question either for a specific transaction or generallytransfers, no such officer shall have the power to lease or acquire real propertycontracts, to borrow moneybonds, to issue notes, debentureschecks, securities, equity drafts or other interests of obligations made, accepted or in endorsed by the CompanyCompany may be signed by the Chairman, to make investments in if any, the President, a Vice President (other than the investment of surplus cash in the ordinary course of businessincluding any Assistant Vice President) or to acquire securities of any Personthe Treasurer, to give guarantees Controller, Secretary or indemnities, to merge, liquidate or dissolve Assistant Secretary at the Company or to sell or lease all or any substantial portion of the assets of the Companytime in office. The Board of Managers, in its sole discretion, may by vote or resolution of the Board of Managers ratify any act previously taken by an officer or agent acting on behalf of the Company.

Officers; Agents. The Board of Managers by vote or resolution or written consent shall have the power to appoint officers or agents to act for the Company with such titles, if any, as the Board of Managers deems appropriate and to delegate to such officers or agents such of the powers as are granted to the Board of Managers hereunder, including the power to execute documents on behalf of the Company, as the Board of Managers may in its sole discretion determine; provided, however, that no such delegation by the Board of Managers shall cause the Persons constituting the Board of Managers to cease to be the “managers” of the Company within the meaning of the Act. The officers or agents so appointed may include persons holding titles such as Chairman, Chief Executive Officer, Chief Operating SUNGARD CONSULTING SERVICES LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 9 OF 14 Officer, President, Chief Financial Officer, Executive Vice President, Senior Vice President, Vice President, Assistant Vice President, Treasurer, Controller, Secretary or Assistant Secretary. Subject to contractual rights that an An officer may have, if any, the Board of Managers may be removed at any time remove any officer with or without cause. The Board of Managers may at any time terminate or modify the authority of any officer or agent. Any officer may resign at any time by delivering his or her resignation in writing to the President or the Secretary or to a meeting of the Board of Managers. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. The officers of the Company as of the date hereof are set forth on Exhibit 76.13. Unless the authority of the agent designated as the officer in question is limited in the document appointing such officer or is otherwise specified by the Board of Managers, any officer so appointed shall have the same authority to act for the Company as a corresponding officer of a Delaware corporation would have to act for a Delaware corporation in the absence of a specific delegation of authority; providedauthority and all deeds, howeverleases, that unless such power is specifically delegated to the officer in question either for a specific transaction or generallytransfers, no such officer shall have the power to lease or acquire real propertycontracts, to borrow moneybonds, to issue notes, debentureschecks, securities, equity drafts or other interests of obligations made, accepted or in endorsed by the CompanyCompany may be signed by the Chairman, to make investments in if any, the President, a Vice President (other than the investment of surplus cash in the ordinary course of businessincluding any Assistant Vice President) or to acquire securities of any Personthe Treasurer, to give guarantees Controller, Secretary or indemnities, to merge, liquidate or dissolve Assistant Secretary at the Company or to sell or lease all or any substantial portion of the assets of the Companytime in office. The Board of Managers, in its sole discretion, may by vote or resolution of the Board of Managers ratify any act previously taken by an officer or agent acting on behalf of the Company.

Officers; Agents. The Board of Managers by resolution or written consent Management Committee shall have the power to appoint officers any Person or Persons as agents (who may be referred to as officers) to act for the Company with such titles, if any, as the Board of Managers Management Committee deems appropriate and to delegate to such officers or agents such of the powers as are granted to the Board of Managers Management Committee hereunder, including the power to execute documents on behalf of the Company, as the Board of Managers may in its sole discretion determine; provided, however, that without the express approval of the Management Committee, no such delegation by officer or agent shall have the Board authority to take any action (i) outside the ordinary course of Managers shall cause the Persons constituting the Board of Managers to cease to be the “managers” business of the Company or (ii) material to the Company and its subsidiaries taken as a whole. Any decision or act of an officer appointed under this Section 7.4 within the meaning scope of the Actofficer's designated or delegated authority shall control and shall bind the Company. The officers or agents so appointed may have such titles as the Management Committee shall deem appropriate, which may include persons holding titles such as Chairman, (but need not be limited to) President and Chief Executive Officer, Chief Operating Officer, President, Chief Financial Officer, Executive Vice President, Vice President, TreasurerChief Operating Officer, Chief Financial Officer, Treasurer or Controller, Secretary or Assistant Secretary. Subject to contractual rights that an officer may have, if any, the Board of Managers may at any time remove any officer with or without cause. The Board of Managers may at any time terminate or modify the authority of any officer or agent. Any officer may resign at any time by delivering his or her resignation in writing to the President or the Secretary or to a meeting of the Board of Managers. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. The initial officers of the Company as of the date hereof are set forth on Exhibit 7Schedule 7.4. Unless the authority of the agent designated as the officer in question is limited in the document appointing such officer or is otherwise specified by the Board of ManagersManagement Committee, any officer so appointed shall have the same authority to act for the Company as a corresponding officer of a Delaware corporation would have to act for a Delaware corporation in the absence of a specific delegation of authority; , provided, however, that unless such power is specifically delegated to without the officer in question either for a specific transaction or generallyexpress approval of the Management Committee, no such officer or agent shall have the power authority to lease or acquire real property, to borrow money, to issue notes, debentures, securities, equity or other interests of or in the Company, to make investments in (other than the investment of surplus cash in take any action outside the ordinary course of business) or to acquire securities business of any Person, to give guarantees or indemnities, to merge, liquidate or dissolve the Company or (ii) material to sell or lease all or any substantial portion of the assets of the CompanyCompany and its subsidiaries taken as a whole. The Board of ManagersManagement Committee, in its sole discretion, may by vote vote, resolution or resolution of the Board of Managers otherwise ratify any act previously taken by an officer or agent acting on behalf of the Company.

Officers; Agents. The Board of Managers by vote or resolution or written consent shall have the power to appoint officers or agents to act for the Company with such titles, if any, as the Board of Managers deems appropriate and to delegate to such officers or agents such of the powers as are granted to the Board of Managers hereunder, including the power to execute documents on behalf of the Company, as the Board of Managers may in its sole discretion determine; provided, however, that no such delegation by the Board of Managers shall cause the Persons constituting the Board of Managers to cease to be the “managers” of the Company within the meaning of the Act. The officers or agents so appointed may include persons holding titles such as Chairman, Chief Executive Officer, Chief Operating SUNGARD EPROCESS INTELLIGENCE LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 9 OF 14 Officer, President, Chief Financial Officer, Executive Vice President, Senior Vice President, Vice President, Assistant Vice President, Treasurer, Controller, Secretary or Assistant Secretary. Subject to contractual rights that an An officer may have, if any, the Board of Managers may be removed at any time remove any officer with or without cause. The Board of Managers may at any time terminate or modify the authority of any officer or agent. Any officer may resign at any time by delivering his or her resignation in writing to the President or the Secretary or to a meeting of the Board of Managers. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. The officers of the Company as of the date hereof are set forth on Exhibit 76.13. Unless the authority of the agent designated as the officer in question is limited in the document appointing such officer or is otherwise specified by the Board of Managers, any officer so appointed shall have the same authority to act for the Company as a corresponding officer of a Delaware corporation would have to act for a Delaware corporation in the absence of a specific delegation of authority; providedauthority and all deeds, howeverleases, that unless such power is specifically delegated to the officer in question either for a specific transaction or generallytransfers, no such officer shall have the power to lease or acquire real propertycontracts, to borrow moneybonds, to issue notes, debentureschecks, securities, equity drafts or other interests of obligations made, accepted or in endorsed by the CompanyCompany may be signed by the Chairman, to make investments in if any, the President, a Vice President (other than the investment of surplus cash in the ordinary course of businessincluding any Assistant Vice President) or to acquire securities of any Personthe Treasurer, to give guarantees Controller, Secretary or indemnities, to merge, liquidate or dissolve Assistant Secretary at the Company or to sell or lease all or any substantial portion of the assets of the Companytime in office. The Board of Managers, in its sole discretion, may by vote or resolution of the Board of Managers ratify any act previously taken by an officer or agent acting on behalf of the Company.

Officers; Agents. The Board of Managers by vote or resolution or written consent shall have the power to appoint officers or agents to act for the Company with such titles, if any, as the Board of Managers deems appropriate and to delegate to such officers or agents such of the powers as are granted to the Board of Managers hereunder, including the power to execute documents on behalf of the Company, as the Board of Managers may in its sole discretion determine; provided, however, that no such delegation by the Board of Managers shall cause the Persons constituting the Board of Managers to cease to be the “managers” of the Company within the meaning of the Act. The officers or agents so appointed may include persons holding titles such as Chairman, Chief Executive Officer, Chief Operating SUNGARD INSTITUTIONAL PRODUCTS LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 9 OF 14 Officer, President, Chief Financial Officer, Executive Vice President, Senior Vice President, Vice President, Assistant Vice President, Treasurer, Controller, Secretary or Assistant Secretary. Subject to contractual rights that an An officer may have, if any, the Board of Managers may be removed at any time remove any officer with or without cause. The Board of Managers may at any time terminate or modify the authority of any officer or agent. Any officer may resign at any time by delivering his or her resignation in writing to the President or the Secretary or to a meeting of the Board of Managers. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. The officers of the Company as of the date hereof are set forth on Exhibit 76.13. Unless the authority of the agent designated as the officer in question is limited in the document appointing such officer or is otherwise specified by the Board of Managers, any officer so appointed shall have the same authority to act for the Company as a corresponding officer of a Delaware corporation would have to act for a Delaware corporation in the absence of a specific delegation of authority; providedauthority and all deeds, howeverleases, that unless such power is specifically delegated to the officer in question either for a specific transaction or generallytransfers, no such officer shall have the power to lease or acquire real propertycontracts, to borrow moneybonds, to issue notes, debentureschecks, securities, equity drafts or other interests of obligations made, accepted or in endorsed by the CompanyCompany may be signed by the Chairman, to make investments in if any, the President, a Vice President (other than the investment of surplus cash in the ordinary course of businessincluding any Assistant Vice President) or to acquire securities of any Personthe Treasurer, to give guarantees Controller, Secretary or indemnities, to merge, liquidate or dissolve Assistant Secretary at the Company or to sell or lease all or any substantial portion of the assets of the Companytime in office. The Board of Managers, in its sole discretion, may by vote or resolution of the Board of Managers ratify any act previously taken by an officer or agent acting on behalf of the Company.