until such time as they are replaced with or without cause by the Initial Member. All powers of the LLC shall be exercised by or under the authority of, and the business and affairs of the LLC shall be managed under the direction of, the Managers, unless otherwise provided in this Agreement. Except as otherwise expressly provided for herein, the Managers shall have all necessary powers to carry out the purposes, business and objectives of the LLC, including, but not limited to. the right to enter into and carry out contracts of all kinds; to employ employees, agents, consultants and advisors on behalf of the LLC; and defend actions in law or equity. The Managers may deal with any related person, firm or corporation on terms and conditions that would be available from an independent responsible third party that is willing to perform. Section 6.2. Authorization to Execute Certain Instruments With respect to all of its obligations, powers and responsibilities under this Agreement, the Managers are authorized to execute and deliver, for and on behalf of the LLC, such notes and other evidence of indebtedness, contracts, agreements, assignments, deeds, leases, loan agreements, mortgages, and other security instruments and agreements in such form, and on such terms and conditions, as the Managers in the Managers’ sole discretion deem proper. Section 6.3. Affidavit of Authority Any third party dealing with the LLC may rely upon the affidavit of any Manager, as to the Manager’s authority to act for the LLC. in substantially the form as follows: On my oath and under the penalties of perjury, I swear that I am a Manager of Creo Manufacturing America LLC, a Wyoming Limited Liability Company. I certify that I have the authority to act for, and bind, Creo Manufacturing America LLC in the transaction of the business for which this affidavit is given as affirmation of my authority. Manager Subscribed, sworn to and acknowledged before me, a Notary Public, by . this day of , 20 , My commission expires: Notary Public Section 6.4. Powers of the Managers The LLC, by and through the Managers, may acquire, hold, rent, lease, sell, convey, exchange, convert, improve, repair, manage, control, invest, and reinvest the funds of the LLC in every kind of real and personal property, both tangible and intangible, including property acquired “subject to” or “in assumption of an existing indebtedness and property acquired in whole or in part for promissory obligations of the LLC. The LLC may make any payment, receive any money, take any action, and make, execute, deliver and receive any contract, deed, instrument or document which may be necessary or advisable to exercise any of the powers conferred under this Agreement, and which are necessary or prudent for the proper administration and conservation of the investments of the LLC. |