Manager as Attorney-In-Fact. The Sole Member hereby makes, constitutes, and appoints the Manager 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, and record (a) all limited liability company certificates, assumed name or similar certificates, and other certificates and instruments (including counterparts of this Agreement) which the Manager deems necessary in its reasonable discretion to be filed by the Company under the laws of the State of Delaware or any other state or jurisdiction in which the Company is doing business; (b) any and all amendments or changes to the instruments described in clause (a), as now or hereafter amended, which the Manager may deem necessary in its reasonable discretion to effect a change or modification of the Company in accordance with the terms of this Agreement, including, without limitation, amendments or changes to reflect any amendments adopted by the Sole Member in accordance with the terms of this Agreement; (c) all certificates of cancellation and other instruments which the Manager deems necessary in its reasonable discretion to effect the dissolution and termination of the Company pursuant to the terms of this Agreement; and (d) 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 Manager in its reasonable discretion to carry out fully the provisions of this Agreement in accordance with its terms, in each case, however, subject to the provisions of Section 5.5. The Sole Member authorizes such attorney-in-fact to take any further action which such attorney-in-fact shall reasonably consider necessary in connection with any of the foregoing, hereby giving such attorney-in-fact full power and authority to do so and perform each and every act or thing whatsoever requisite or advisable to be done in connection with the foregoing as fully as the Sole Member might or could do personally, and hereby ratifying and confirming all that any such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereof.
Manager as Attorney-In-Fact. Each Member, whether a signatory hereto or a subsequently admitted Member, hereby irrevocably constitutes and appoints each of the Managers (including any successor Manager) the true and lawful attorney-in-fact of such Member, and empowers and authorizes such attorney-in-fact, in the name, place and stead of each Member, to execute, acknowledge, swear to and file the Certificate of Formation and any amendments thereto, and any other certificates, instruments and documents which may be required to be executed or filed under laws of any state or of the United States, or which the Managers shall deem advisable to execute or file, including without limitation all instruments which may be required to effectuate the formation, continuation, termination, distribution or liquidation of the Company.
Manager as Attorney-In-Fact. Each Member and Series Member hereby constitutes and appoints (and by execution of a Joinder, constitutes and appoints) the Manager and, if a Liquidator has been selected pursuant to Section 12.2, the Liquidator and each of their authorized officers and attorneys-in-fact, as the case may be, with full power of substitution, as such Member's or Series Member's true and lawful agent and attorney-in-fact, with full power and authority in his/her/its name, place, and stead, to:
Manager as Attorney-In-Fact. By the execution of this Agreement, or a counterpart hereof, each Member irrevocably constitutes and appoints the Manager as its true and lawful attorney-in-fact and agent to effectuate, with full power and authority to act in his name, place, and xxxxx in effectuating, the purposes of the Company pursuant to the terms and conditions of this Agreement, including the execution, acknowledgment, delivery, filing, and recording of all certificates, documents, contracts, loan documents, or counterparts thereof, and all other documents which the Manager deems necessary or reasonably appropriate to do any of the following: (i) organize, qualify, or continue the Company as a limited liability company, including qualification of the Company in such other jurisdictions as the Company’s activities may require; (ii) reflect an amendment to this Agreement or the Company’s Articles of Organization required by a change in the name of the Company, a change in the principal place of business of the Company or otherwise; (iii) accomplish the purposes and carry out the powers of the Company as set forth herein; and (iv) subject to the provisions of this Agreement, effect the dissolution and termination of the Company.
Manager as Attorney-In-Fact. Each Member irrevocably constitutes and appoints the Manager as such Member’s true and lawful attorney and agent, with full power and authority in such Member’s name, place and stead, to execute, acknowledge, deliver, file and record in the appropriate public offices all certificates or other instruments (including without limitation counterparts of this Agreement) which the Manager deems appropriate to qualify or continue the Company as a limited liability company in the jurisdictions in which the Company conducts business, including amendments to this Agreement necessary to correct scriveners’ errors.
Manager as Attorney-In-Fact. Each Member hereby makes, constitutes, and appoints the Manager (and each of them if more than one), with full power of substitution and resubstitution, its true and lawful attorney‑in‑fact in its name, place, and stead and for its use and benefit, to sign, execute, certify, acknowledge, execute, swear to, file, and record any such documents, instruments, certificates which may be necessary or appropriate to carry out the provisions of this agreement.
Manager as Attorney-In-Fact. Each Member hereby makes, constitutes, and appoints the Manager and, prior to the Repayment Date, the Independent Manager, with full power of substitution and re-substitution, his/her/its true and lawful attorney-in-fact for him/her/it and in his name, place, and xxxxx and for his/her/its use and benefit, to sign, execute, certify, acknowledge, swear to, file, publish and record (a) all certificates of formation, amended name or similar certificates, and other certificates and instruments (including counterparts of this Agreement), which the Manager or Independent Manager may deem necessary to be filed by the Company under the laws of the State of New York or any other jurisdiction in which the Company is doing or intends to do business; (b) any and all amendments, restatements or changes to this Agreement and the instruments described in clause (a), as now or hereafter amended, which the Manager or Independent Manager may deem necessary or desirable to effect a change or modification of the Company in accordance with the terms of this Agreement, including, without limitation, amendments, restatements or changes to reflect (i) any amendments adopted by the Members in accordance with the terms of this Agreement, (ii) the admission of any substituted Member and
