DELIVERY OF FURTHER INSTRUMENTS. Each Interest Holder agrees, pursuant to the Subscription Agreement to which he is or is deemed to be a party, to execute and deliver to the Managing General Partner within five (5) days after receipt of the Managing General Partner's written request therefor, designations, powers of attorney and such other instruments as the Managing General Partner may reasonably deem necessary to the conduct of the Partnership's business. The foregoing grant of authority, including, without limitation, the Power of Attorney included in the Subscription Agreement, is an irrevocable power coupled with an interest and shall survive the death of an Interest Holder. In the event of any conflict between the provisions of this Agreement, the Subscription Agreement and any document executed or filed by the Managing General Partner pursuant to the Power of Attorney granted in the Subscription Agreement, this Agreement shall govern. Each of the Interest Holders, pursuant to the Subscription Agreement to which he is or is deemed to be a party, agrees to be bound by any representations of the attorney-in-fact in such statements and waives any and all defenses that may be available to contest, negate or disaffirm the actions of the attorney-in-fact under the Power of Attorney.
DELIVERY OF FURTHER INSTRUMENTS. Writer will duly execute, acknowledge and deliver to Company or cause to be executed, acknowledged and delivered to Company, any and all further agreements and instruments consistent herewith which Company may deem reasonably necessary to carry out and effectuate the purpose and intent of this Agreement or to evidence Company's rights in the Materials and the Picture. Writer hereby appoints Company as Writer’s attorney-in-fact to execute any such instruments which Writer shall fail for any reason to execute and deliver, it being acknowledged that such appointment is coupled with an interest and is irrevocable.
