Common use of General Partner as Attorney Clause in Contracts

General Partner as Attorney. In-Fact. Each Partner hereby makes, constitutes and appoints the General Partner and the Liquidator, 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: (a) All certificates of limited partnership, amended name or similar certificates and other certificates and instruments (including counterparts of this Agreement) which the General Partner or Liquidator may deem necessary to be filed by the Partnership under the laws of the State of Delaware or any other jurisdiction in which the Partnership is doing or intends to do business; (b) Any and all amendments, restatements, supplements or other modifications to this Agreement and the instruments described in clause (a) of this Section 14.01, as now or hereafter amended, which the General Partner may deem necessary to effect a change in or modification to the Partnership approved by the Partners in accordance with the terms of this Agreement, including, without limitation, amendments, restatements or changes to reflect (i) the exercise by the General Partner of any power granted to it under this Agreement, (ii) any amendments adopted by the Partners in accordance with the terms of this Agreement, (iii) the admission of any substitute Partner and (iv) the disposition by any Partner of its Interest; (c) All certificates of cancellation and other instruments which the General Partner or the Liquidator deem necessary or appropriate to effect the liquidation, winding up, dissolution or termination of the Partnership pursuant to the terms of this Agreement; and (d) Any other instrument which is now or may hereafter be required under applicable law to be filed on behalf of the Partnership or is deemed necessary by the General Partner or the Liquidator to carry out fully the provisions of this Agreement in accordance with its terms (including, without limitation, in the case of the General Partner, executing the documents described in Section 6.02(b)). Each Partner (A) hereby authorizes each such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary or appropriate in connection with any of the foregoing provisions of this Section 14.01, (B) hereby gives each such attorney-in-fact full power and authority to do and perform each and every act required to be done in connection with any of the foregoing provisions of this Section 14.01 as fully as such Partner might or could do personally, and (C) hereby ratifies and confirms all that any such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereof.

General Partner as Attorney. In-Fact. Each Partner hereby makes, constitutes constitutes, and appoints the General Partner Partner, each successor General Partner, and the Liquidator, severally, with full power of substitution and resubstitution, its true and lawful attorney-in-fact for it and in its name, place place, and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, file, publish and record: record (ai) All all certificates of limited partnership, amended name or similar certificates certificates, and other certificates and instruments (including counterparts of this Agreement) which the General Partner or Liquidator may deem necessary to be filed by the Partnership under the laws of the State of Delaware or any other state or jurisdiction in which the Partnership is doing or intends to do business; , (bii) Any any and all amendments, restatements, supplements restatements or other modifications changes to this Agreement and the instruments described in clause (a) of this Section 14.01i), as now or hereafter amended, which the General Partner may deem necessary to effect a change in or modification to of the Partnership approved by the Partners in accordance with the terms of this Agreement, including, without limitation, amendments, restatements or changes to reflect (iA) the exercise by the General Partner of any power granted to it under this Agreement, (iiB) any amendments adopted by the Partners in accordance with the terms of this Agreement, ; (iiiC) the admission of any substitute Partner substituted Partner, and (ivD) the disposition by any Partner of its Interest; Interest in the Partnership, (ciii) All all certificates of cancellation and other instruments which the General Partner or the Liquidator deem necessary or appropriate to effect the liquidation, winding up, dissolution or and termination of the Partnership pursuant to 61 the terms of this Agreement; and , and (div) Any any other instrument which is now or may hereafter be required under applicable by law to be filed on behalf of the Partnership or is deemed necessary by the General Partner or the Liquidator to carry out fully the provisions of this Agreement in accordance with its terms (including, without limitation, in the case of the General Partner, executing the documents described in Section 6.02(b))terms. Each Partner (A) hereby authorizes each such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary or appropriate in connection with any of the foregoing provisions of this Section 14.01foregoing, (B) hereby gives giving each such attorney-in-fact full power and authority to do and perform each and every act required or thing whatsoever requisite to be done in connection with any of the foregoing provisions of this Section 14.01 as fully as such Partner might or could do personally, and (C) hereby ratifies ratifying and confirms confirming all that any such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereof.

General Partner as Attorney. In-Fact. Each Partner hereby makes, constitutes constitutes, and appoints the General Partner Partner, each successor General Partner, and the Liquidator, severally, with full power of substitution and resubstitution, its true and lawful attorney-in-fact for it and in its name, place place, and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, file, publish and record: record (ai) All all certificates of limited partnership, amended name or similar certificates certificates, and other certificates and instruments (including counterparts of this Agreement) which the General Partner or Liquidator may deem necessary to be filed by the Partnership under the laws of the State of Delaware or any other state or jurisdiction in which the Partnership is doing or intends to do business; , (bii) Any any and all amendments, restatements, supplements restatements or other modifications changes to this Agreement and the instruments described in clause subparagraph (a) of this Section 14.01i), as now or hereafter amended, which the General Partner may deem necessary to effect a change in or modification to of the Partnership approved by the Partners in accordance with the terms of this Agreement, including, without limitation, amendments, restatements or changes to reflect (iA) the exercise by the General Partner of any power granted to it under this Agreement, (iiB) any amendments adopted by the Partners in accordance with the terms of this Agreement, ; (iiiC) the admission of any substitute Partner substituted Partner, and (ivD) the disposition by any Partner of its Interest; Interest in the Partnership, (ciii) All all certificates of cancellation and other instruments which the General Partner or the Liquidator deem necessary or appropriate to effect the liquidation, winding up, dissolution or and termination of the Partnership pursuant to the terms of this Agreement; and , and (div) Any any other instrument which is now or may hereafter be required under applicable by law to be filed on behalf of the Partnership or is deemed necessary by the General Partner or the Liquidator to carry out fully the provisions of this Agreement in accordance with its terms (including, without limitation, in the case of the General Partner, executing the documents described in Section 6.02(b))terms. Each Partner (A) hereby authorizes each such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary or appropriate in connection with any of the foregoing provisions of this Section 14.01foregoing, (B) hereby gives giving each such attorney-in-fact full power and authority to do and perform each and every act required or thing whatsoever requisite to be done in connection with any of the foregoing provisions of this Section 14.01 as fully as such Partner might or could do personally, and (C) hereby ratifies ratifying and confirms confirming all that any such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereof.

General Partner as Attorney. In-Fact. Each Partner hereby makes, constitutes constitutes, and appoints the General Partner Partner, each successor General Partner, and the Liquidator, severally, with full power of substitution and resubstitution, its true and lawful attorney-in-fact for it and in its name, place place, and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, file, publish and record: record (ai) All all certificates of limited partnership, amended name or similar certificates certificates, and other certificates and instruments (including counterparts of this Agreement) which the General Partner or Liquidator may deem necessary to be filed by the Partnership under the laws of the State of Delaware or any other state or jurisdiction in which the Partnership is doing or intends to do business; , (bii) Any any and all amendments, restatements, supplements restatements or other modifications changes to this Agreement and the instruments described in clause (a) of this Section 14.01i), as now or hereafter amended, which the General Partner may deem necessary to effect a change in or modification to of the Partnership approved by the Partners in accordance with the terms of this Agreement, including, without limitation, amendments, restatements or changes to reflect (iA) the exercise by the General Partner of any power granted to it under this Agreement, (iiB) any amendments adopted by the Partners in accordance with the terms of this Agreement, ; (iiiC) the admission of any substitute Partner substituted Partner, and (ivD) the disposition by any Partner of its Interest; Interest in the Partnership, (ciii) All all certificates of cancellation and other instruments which the General Partner or the Liquidator deem necessary or appropriate to effect the liquidation, winding up, dissolution or and termination of the Partnership pursuant to the terms of this Agreement; and , and (div) Any any other instrument which is now or may hereafter be required under applicable by law to be filed on behalf of the Partnership or is deemed necessary by the General Partner or the Liquidator to carry out fully the provisions of this Agreement in accordance with its terms (including, without limitation, in the case of the General Partner, executing the documents described in Section 6.02(b))terms. Each Partner (A) hereby authorizes each such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary or appropriate in connection with any of the foregoing provisions of this Section 14.01foregoing, (B) hereby gives giving each such attorney-in-fact full power and authority to do and perform each and every act required or thing whatsoever requisite to be done in connection with any of the foregoing provisions of this Section 14.01 as fully as such Partner might or could do personally, and (C) hereby ratifies ratifying and confirms confirming all that any such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereof.