Common use of DIRECTORS AS ATTORNEYS-IN-FACT Clause in Contracts

DIRECTORS AS ATTORNEYS-IN-FACT. Each Member hereby makes, constitutes, and appoints each of the Directors, severally, with full power of substitution and resubstitution, its true and lawful attorney-in-fact for it and in its name, place, and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, file, publish and record (i) all certificates of formation, amended name or similar certificates, and other certificates and instruments (including counterparts of this Operating Agreement) which the Governing Board may deem necessary to be filed by the Company under the laws of the State of Delaware or any other jurisdiction in which the Company is doing or intends to do business in order to preserve its status as a limited liability company or conduct business in such state; (ii) any and all duly authorized amendments, restatements or changes to this Operating Agreement and the instruments described in clause (i), as now or hereafter amended, which the Governing Board may deem necessary to effect a change or modification of the Company in accordance with the terms of this Operating Agreement, including, without limitation, amendments, restatements or changes to reflect the admission of any substituted Member and the disposition by any Member of its interest in the Company; (iii) all certificates of cancellation and other instruments which the Liquidator deems necessary or appropriate to effect the dissolution and termination of the Company pursuant to the terms of this Operating Agreement; and (iv) any other instrument which is now or may hereafter be required by law to be filed on behalf of the Company or is deemed necessary by the Governing Board to comply with any laws, rules or regulations or as may be necessary to enable the Company to carry out fully the provisions of this Operating Agreement in accordance with its terms. Each Member 50 50 authorizes each such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary in connection with any of the foregoing, hereby giving each such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite to be done in connection with the foregoing as fully as such Member might or could do personally, and hereby ratify and confirm all that any such attorney-in-fact shall lawfully do, or cause to be done, by virtue thereof or hereof.

DIRECTORS AS ATTORNEYS-IN-FACT. 13.9.1 Each Member hereby makes, constitutes, and appoints each of the DirectorsDirector, severally, with full power of substitution and resubstitutionre-substitution, its true and lawful attorney-in-fact for it and in its name, place, and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, file, publish publish, and record (i) all certificates of formation, amended name or similar certificates, and other certificates and instruments (including counterparts of this Operating Agreement) which that the Governing Board of Directors may deem necessary to be filed by the Company under the laws of the State of Delaware Illinois or any other jurisdiction in which the Company is doing or intends to do business in order to preserve its status as a limited liability company or conduct business in such state; business, (ii) any and all duly authorized amendments, restatements restatements, or changes to this Operating Agreement and the instruments described in clause (i), as now or hereafter amended, which the Governing Board of Directors may deem necessary to effect a change or modification of the Company in accordance with the terms of this Operating Agreement, including, without limitation, amendments, restatements restatements, or changes to reflect (A) any amendments adopted by the Members in accordance with the terms of this Agreement, (B) the admission of any substituted Member Member, and (C) the disposition by any Member of its interest in the Company; , (iii) all certificates of cancellation and other instruments which that the Liquidator Board of Directors deems necessary or appropriate to effect the dissolution and termination of the Company pursuant to the terms of this Operating Agreement; , and (iv) any other instrument which that is now or may hereafter be required by law to be filed on behalf of the Company or is deemed necessary by the Governing Board to comply with any laws, rules or regulations or as may be necessary to enable the Company of Directors to carry out fully the provisions of this Operating Agreement in accordance with its terms. Each Member 50 50 authorizes each such attorney-in-fact to take any further action which that such attorney-in-fact shall consider necessary in connection with any of the foregoing, hereby giving each such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite to be done in connection with the foregoing as fully as such Member might or could do personally, and hereby ratify and confirm all that any such attorney-in-fact shall lawfully do, or cause to be done, by virtue thereof or hereof.

DIRECTORS AS ATTORNEYS-IN-FACT. Each Member Shareholder hereby makes, constitutes, and appoints each of the DirectorsDirector, severally, with full power of substitution and resubstitutionre-substitution, its true and lawful attorney-in-fact for it and in its name, place, and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, file, publish and record (ia) all certificates of formation, amended name or similar certificates, and other certificates and instruments (including counterparts of this Operating Agreement) which the Governing Board of Directors may deem necessary to be filed by the Company under the laws of the State of Delaware or any other jurisdiction in which the Company is doing or intends to do business in order to preserve its status as a limited liability company or conduct business in such statebusiness; (iib) any and all duly authorized amendments, restatements or changes to this Operating Agreement and the instruments described in clause (i), as now or hereafter amended, which the Governing Board of Directors may deem necessary to effect a change or modification of the Company in accordance with the terms of this Operating Agreement, including, without limitation, amendments, restatements or changes to reflect (i) any amendments adopted by the Shareholders in accordance with the terms of this Agreement, (ii) the admission of any substituted Member Shareholder and (iii) the disposition Transfer by any Member Shareholder of its interest Shares in the Company; (iiic) all certificates of cancellation and other instruments which the Liquidator Board of Directors deems necessary or appropriate to effect the dissolution and termination of the Company pursuant to the terms of this Operating Agreement; Agreement and (ivd) any other instrument which is now or may hereafter be required by law to be filed on behalf of the Company or is deemed necessary by the Governing Board to comply with any laws, rules or regulations or as may be necessary to enable the Company of Directors to carry out fully the provisions of this Operating Agreement in accordance with its terms. Each Member 50 50 authorizes The Shareholders authorize each such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary in connection with any of the foregoing, hereby giving each such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite to be done in connection with the foregoing as fully as such Member the Shareholders might or could do personally, and hereby ratify and confirm all that any such attorney-in-fact shall lawfully do, or cause to be done, by virtue thereof or hereof.