Common use of Appointment as Attorney Clause in Contracts

Appointment as Attorney. In-Fact and Proxy Effective upon Purchaser's payment for the Units Transferred hereby, and subject to "THE TENDER OFFER -- Withdrawal Rights" section in the Offer to Purchase and Consent Solicitation Statement, I hereby irrevocably constitute and appoint Purchaser and its designees as my true and lawful attorneys-in-fact and proxies with respect to the Units (and with respect to any and all other Units or other securities issued or issuable in respect of such Unit on or after Purchaser's Offer Date), each with full power of substitution, to the full extent of my rights (such power of attorney and proxy being deemed to be an irrevocable durable power coupled with an interest and being unaffected by my disability, incapacity, dissolution, termination or bankruptcy), to (i) seek to transfer ownership of such Units on the Partnership's books to Purchaser (and to execute and to deliver any accompanying evidences of transfer and authenticity which Purchaser, the Partnership or the General Partner may deem necessary or appropriate in connection therewith, including, without limitation, any documents or instruments required to be executed under a "Transferor's (Seller's) Application for Transfer" created by the NASD, if required); (ii) become a substituted Limited Partner; (iii) receive any and all Distributions made or declared by the Partnership after the Offer Date; (iv) receive all benefits and otherwise exercise all rights of beneficial ownership of such Units in accordance with the terms of the Offer to Purchase and Consent Solicitation Statement; (v) execute and deliver to the Partnership and/or the General Partner (as the case may be) any notice required by section 6050K of the Internal Revenue Code of 1986, as amended, or any successor provision, and a change of address form instructing the Partnership to send any and all future Distributions to which Purchaser is entitled pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement in respect of tendered Units to the address specified in such form; (vi) endorse any check payable to me or upon my order representing a distribution to which Purchaser is entitled pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement, in each case on my behalf, in favor of Purchaser or any other payee Purchaser otherwise designates; (vii) exercise all of my voting and other rights as any such attorney-in-fact in its sole discretion may deem proper at any meeting of Unitholders or any adjournment or postponement thereof, by written consent in lieu of any such meeting or otherwise; (viii) act in such manner as any such attorney-in-fact shall, in its sole discretion, deem proper with respect to the Units; (ix) execute a loss and indemnity agreement relating to the Units on my behalf if I fail to include my original certificate(s) (if any) representing the Units with this Agreement; or (x) commence any litigation that Purchaser or its designees, in its sole discretion, deems necessary to enforce any exercise of Purchaser's or such designees' powers as my attorneys-in-fact as set forth above. Purchaser shall not be required to post bond of any nature in connection with this power of attorney. Such appointment will be effective upon receipt by Purchaser of this Agreement and Purchaser's payment for the Units Transferred hereby. Upon such receipt, all prior proxies (other than the power of attorney and proxy given as provided in the Consent Form completed by me) given by me with respect to the Units that are the subject of the Offer will, without further action, be revoked, and no subsequent proxies may be given (and if given will not be effective).