Common use of Managers as Attorneys-in-Fact Clause in Contracts

Managers as Attorneys-in-Fact. Each Member hereby makes, constitutes, and appoints the Manager(s) that it designates its true and lawful attorney(s)-in-fact, with full power of substitution and resubstitution, 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 Agreement) that the respective Manager 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, (ii) any and all amendments, restatements, or changes to this Agreement and the instruments described in clause (i), as now or hereafter amended, that the respective Manager may deem necessary to effect a change or modification of the Company in accordance with the terms of this Agreement, including amendments, 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, and (C) the disposition by any Member of its Units, (iii) all certificates of cancellation and other instruments that the respective Manager deems necessary or appropriate to effect the Company’s dissolution and termination pursuant to this Agreement’s terms, and (iv) any other instrument that is now or may hereafter be required by law to be filed on behalf of the Company or is deemed necessary by the respective Manager to carry out fully the provisions of this Agreement in accordance with its terms. Each Member authorizes its designated attorneys-in-fact to take any further action that the attorney-in-fact considers necessary in connection with any of the foregoing, hereby giving each designated attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever required to be done in connection with the foregoing as fully as that Member might or could do personally, and hereby ratifies and confirms all that any designated attorney-in-fact lawfully does, or causes to be done, consistent with this Section 13.1.

Managers as Attorneys-in-Fact. Each Member hereby makes, constitutes, and appoints the Manager(s) that it designates its true and lawful attorney(s)-in-facteach Manager, 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, publish and record (i) all certificates of formation, amended name or similar certificates, and other certificates and instruments (including counterparts of this Agreement) that which the respective Manager Management 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, ; (ii) any and all amendments, restatements, restatements or changes to this Agreement and the instruments described in clause (i), as now or hereafter amended, that which the respective Manager Management Board may deem necessary to effect a change or modification of the Company in accordance with the terms of this Agreement, including 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 Units, interest in the Company; (iii) all certificates of cancellation and other instruments that which the respective Manager Management Board deems necessary or appropriate to effect the Company’s dissolution and termination of the Company pursuant to the terms of this Agreement’s terms, Agreement and (iv) any other instrument that which is now or may hereafter be required by law to be filed on behalf of the Company or is deemed necessary by the respective Manager Management Board to carry out fully the provisions of this Agreement in accordance with its terms. Each Member authorizes its designated attorneyseach such attorney-in-fact to take any further action that the which such attorney-in-fact considers shall consider necessary in connection with any of the foregoing, hereby giving each designated such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever required requisite to be done in connection with the foregoing as fully as that such Member might or could do personally, and hereby ratifies ratify and confirms confirm all that any designated such attorney-in-fact shall lawfully doesdo, or causes cause to be done, consistent with this Section 13.1by virtue thereof or hereof.

Managers as Attorneys-in-Fact. Each Member hereby makes, constitutes, and appoints the Manager(s) that it designates its true and lawful attorney(s)-in-facteach Manager, 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, publish and record (i) all certificates of formation, amended name or similar certificates, and other certificates and instruments (including counterparts of this Agreement) that the respective Manager Board of Managers 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, ; (ii) any and all amendments, restatements, restatements or changes to this Agreement and the instruments described in clause (i), as now or hereafter amended, or otherwise that the respective Manager Board of Managers may deem necessary to effect a change or modification of the Company in accordance with the terms of this Agreement, including including, without limitation, amendments, restatements, restatements or changes to reflect (A) any amendments adopted by the Board of Managers or 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 UnitsInterest in the Company, except that such power of attorney does not cover any actions that could reasonably be expected to lead to liability or obligation on the part of any Member; (iii) all certificates of cancellation and other instruments that which the respective Manager Board of Managers deems necessary or appropriate to effect the Company’s dissolution and termination of the Company pursuant to the terms of this Agreement’s terms, Agreement and (iv) any other instrument that of a ministerial nature (and which in any event creates no liability or obligation and makes no admission against interest with respect to any Member) which is now or may hereafter be required by law to be filed on behalf of the Company or is deemed necessary by the respective Manager Board of Managers to carry out fully the provisions of this Agreement in accordance with its terms. Each Member authorizes its designated attorneyseach such attorney-in-fact to take any further ministerial action that the which such attorney-in-fact considers shall consider necessary or appropriate in connection with any of the foregoing, hereby giving each designated such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever required requisite to be done in connection with the foregoing as fully as that such Member might or could do personally, and hereby ratifies and confirms all that any designated such attorney-in-fact shall lawfully doesdo, or causes cause to be done, consistent with this Section 13.1by virtue thereof or hereof except that such power-of-attorney does not cover any actions which could reasonably be expected to lead to liability or obligation on the part of any Member.

Managers as Attorneys-in-Fact. Each Member hereby makes, constitutes, and appoints the Manager(s) that it designates its true and lawful attorney(s)-in-facteach Manager, 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, publish and record (i) all certificates of formation, amended name or similar certificates, and other certificates and instruments (including counterparts of this Agreement) that the respective Manager Board of Managers 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, ; (ii) any and all amendments, restatements, restatements or changes to this Agreement and the instruments described in clause (i), as now or hereafter amended, or otherwise that the respective Manager Board of Managers may deem necessary to effect a change or modification of the Company in accordance with the terms of this Agreement, including including, without limitation, amendments, restatements, restatements or changes to reflect (A) any amendments adopted by the Board of Managers or 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 UnitsUnit in the Company, except that such power of attorney does not cover any actions that could reasonably be expected to lead to liability or obligation on the part of any Member; (iii) all certificates of cancellation and other instruments that which the respective Manager Board of Managers deems necessary or appropriate to effect the Company’s dissolution and termination of the Company pursuant to the terms of this Agreement’s terms, Agreement and (iv) any other instrument that of a ministerial nature (and which in any event creates no liability or obligation and makes no admission against interest with respect to any Member) which is now or may hereafter be required by law to be filed on behalf of the Company or is deemed necessary by the respective Manager Board of Managers to carry out fully the provisions of this Agreement in accordance with its terms. Each Member authorizes its designated attorneyseach such attorney-in-fact to take any further ministerial action that the which such attorney-in-fact considers shall consider necessary or appropriate in connection with any of the foregoing, hereby giving each designated such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever required requisite to be done in connection with the foregoing as fully as that such Member might or could do personally, and hereby ratifies and confirms all that any designated such attorney-in-fact shall lawfully doesdo, or causes cause to be done, consistent with this Section 13.1by virtue thereof or hereof except that such power-of-attorney does not cover any actions which could reasonably be expected to lead to liability or obligation on the part of any Member.

Managers as Attorneys-in-Fact. Each Member hereby makes, constitutes, and appoints the Manager(s) that it designates its true and lawful attorney(s)-in-facteach Manager, 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 Agreement) that the respective Manager Board of Managers may deem necessary to be filed by the Company Plan under the laws of the State of Delaware or any other jurisdiction in which the Company Plan is doing or intends to do business, (ii) any and all amendments, restatements, or changes to this Agreement and the instruments described in clause (i), as now or hereafter amended, that which the respective Manager Board of Managers may deem necessary to effect a change or modification of the Company Plan in accordance with the terms of this Agreement, including including, without limitation, amendments, 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 Substitute Member, and (C) the disposition by any Member of its Unitsinterest in the Plan, (iii) all certificates of cancellation and other instruments that the respective Manager Board of Managers deems necessary or appropriate to effect the Company’s dissolution and termination of the Plan pursuant to the terms of this Agreement’s terms, and (iv) any other instrument that is now or may hereafter be required by law to be filed on behalf of the Company Plan or is deemed necessary by the respective Manager Board of Managers to carry out fully the provisions of this Agreement in accordance with its terms. Each Member authorizes its designated attorneyseach such attorney-in-fact to take any further action that the such attorney-in-fact considers shall consider necessary in connection with any of the foregoing, hereby giving each designated such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever required requisite to be done in connection with the foregoing as fully as that such Member might or could do personally, and hereby ratifies ratify and confirms confirm all that any designated such attorney-in-fact shall lawfully doesdo, or causes cause to be done, consistent with this Section 13.1by virtue thereof or hereof.