FAITH BY THE BOARD (OR, IF PURSUANT TO SECTION
13.2, THE LIQUIDATORS), WHICH DETERMINATION SHALL TAKE INTO ACCOUNT ANY FACTORS
THAT THEY DEEM RELEVANT, INCLUDING, WITHOUT LIMITATION, THE APPLICATION OF THE
PRIORITY OF DISTRIBUTIONS DESCRIBED IN SECTION 4.1(A) HEREOF.
ARTICLE XV
GENERAL PROVISIONS
Section 15.1
Power of Attorney.
(A)
EACH UNITHOLDER HEREBY CONSTITUTES AND APPOINTS EACH MEMBER OF THE
BOARD AND THE LIQUIDATORS, WITH FULL POWER OF SUBSTITUTION, AS HIS TRUE AND
LAWFUL AGENT AND ATTORNEY-IN-FACT, WITH FULL POWER AND AUTHORITY IN HIS OR ITS
NAME, PLACE AND STEAD, TO EXECUTE, SWEAR TO, ACKNOWLEDGE, DELIVER, FILE, AND
RECORD IN THE APPROPRIATE PUBLIC OFFICES (I) THIS AGREEMENT, ALL CERTIFICATES,
AND OTHER INSTRUMENTS AND ALL AMENDMENTS (IN THE MANNER SET FORTH HEREIN)
THEREOF IN ACCORDANCE WITH THE TERMS HEREOF WHICH THE BOARD DEEMS APPROPRIATE OR
NECESSARY TO FORM, QUALIFY, OR CONTINUE THE QUALIFICATION OF, THE COMPANY AS A
LIMITED LIABILITY COMPANY IN THE STATE OF DELAWARE AND IN ALL OTHER
JURISDICTIONS IN WHICH THE COMPANY MAY CONDUCT BUSINESS OR OWN PROPERTY; (II)
ALL INSTRUMENTS WHICH THE BOARD DEEMS APPROPRIATE OR NECESSARY TO REFLECT ANY
AMENDMENT, CHANGE, MODIFICATION, OR RESTATEMENT OF THIS AGREEMENT IN ACCORDANCE
WITH ITS TERMS; (III) ALL CONVEYANCES AND OTHER INSTRUMENTS OR DOCUMENTS WHICH
THE BOARD DEEMS APPROPRIATE OR NECESSARY TO REFLECT THE DISSOLUTION AND
LIQUIDATION OF THE COMPANY
39
PURSUANT TO THE TERMS OF THIS AGREEMENT, INCLUDING A CERTIFICATE OF
CANCELLATION; AND (IV) ALL INSTRUMENTS RELATING TO THE ADMISSION, WITHDRAWAL, OR
SUBSTITUTION OF ANY UNITHOLDER PURSUANT TO ARTICLE XI AND XII.
(B)
THE FOREGOING POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN
INTEREST, AND SHALL SURVIVE THE DEATH, DISABILITY, INCAPACITY, DISSOLUTION,
BANKRUPTCY, INSOLVENCY, OR TERMINATION OF ANY UNITHOLDER AND THE TRANSFER OF ALL
OR ANY PORTION OF HIS OR ITS UNITS AND SHALL EXTEND TO SUCH UNITHOLDER'S HEIRS,
SUCCESSORS, ASSIGNS, AND PERSONAL REPRESENTATIVES.
Section 15.2
Amendments.
This Agreement may be amended from time to
time as set forth elsewhere in this Agreement and this Agreement may be amended
from time to time by a written consent of the holders of the Required Interest;
provided that no amendment pursuant to this Section 15.2 that would alter or
change the powers, preferences, or special rights hereunder of a class of Units
or group of Unitholders (as the case may be) so as to affect them adversely in a
manner adversely different than any other class of Units or group of Unitholders
(as the case may be) shall be effective against the holders of such class of
Units or group of Unitholders (as the case may be) without the prior written
consent of the holders of at least a majority of the outstanding Units of such
class of Units or group of Unitholders (as the case may be); provided further
that no amendment pursuant to this Section 15.2 that would alter or change
adversely the special rights hereunder of a Unitholder or group of Unitholders
(as the case may be) specifically granted such rights by name hereunder shall be
effective