Common use of Managing Member as Attorney-In-Fact Clause in Contracts

Managing Member as Attorney-In-Fact. Each Member hereby makes, constitutes, and appoints the Managing Member, each successor Managing Member, 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 (i) all certificates of formation, amended name or similar certificates, and other certificates and instruments (including counterparts of this Agreement) which the Managing Member or Liquidator may deem necessary 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 or intends to do business, (ii) any and all amendments, restatements or changes to this Agreement and the instruments described in subparagraph (i), as now or hereafter amended, which the Managing Member may deem necessary to effect a change or modification of the Company approved by the Members in accordance with the terms of this Agreement, including, without limitation, amendments, restatements or changes to reflect (A) the exercise by the Managing Member of any power granted to it under this Agreement, (B) any amendments adopted by the Members in accordance with the terms of this Agreement; (C) the admission of any substituted Member, and (D) the disposition by any Member of its Interest in the Company, (iii) all certificates of cancellation and other instruments which the Managing Member or Liquidator deem necessary or appropriate to effect the dissolution and termination of the Company pursuant to the terms of this 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 Managing Member or Liquidator to carry out fully the provisions of this Agreement in accordance with its terms. Each Member 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 ratifying and confirming all that any such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereof.

Managing Member as Attorney-In-Fact. Each Limited Member hereby makes, constitutes, and appoints the Managing Member, each successor Managing Member, 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 publish, and record (i) all certificates of formation, amended name or similar certificates, and other certificates and instruments (including counterparts of this Agreement) which the Managing Member or Liquidator may deem necessary 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 or intends to do business, ; (ii) any and all amendments, restatements restatements, or changes to this Agreement and the instruments described in subparagraph clause (i), as now or hereafter amended, which the Managing Member may deem necessary to effect a change or modification of the Company approved by the Members in accordance with the terms of this Agreement, including, without limitation, including amendments, restatements restatements, or changes to reflect (A) the exercise by the Managing Member of any power granted to it under this Agreement, (B) any amendments adopted by the Members in accordance with the terms of this Agreement; (C) the admission of any additional or substituted Member, Member and (DB) the disposition by any Member of its Interest in the Company, Membership Interests; (iii) all certificates of cancellation and other instruments which the Managing Member or Liquidator deem reasonably deems necessary or appropriate to effect the dissolution and termination of the Company pursuant to the terms of this 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 Managing Member or Liquidator to carry out fully the provisions of this Agreement in accordance with its terms. Each Member authorizes each ; provided that nothing in this Section 12.1 shall authorize such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary in connection with any of that could reasonably be anticipated to have an adverse effect on a Limited Member or 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 ratifying and confirming all that any such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereofCompany.

Managing Member as Attorney-In-Fact. Each Member hereby makes, constitutes, and appoints the Managing Member, each successor Managing Member, and the Liquidator, severally, with full power of substitution and resubstitution, its true and lawful attorney-in-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) which that the Managing Member or Liquidator may deem necessary 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 or intends to do business, ; provided that such power does not extend to the signing or execution of counterparts of this Agreement on behalf of the Class A Member; (ii) any and all amendments, restatements restatements, or changes to this Agreement and the instruments described in subparagraph clause (i), as now or hereafter amended, which the Managing Member may deem necessary to effect a change or modification of the Company approved by the Members in accordance with the terms of this Agreement, including, without limitation, including amendments, restatements restatements, or changes to reflect (A) the exercise by the Managing Member of any power granted to it under this Agreement, (B) any amendments adopted by the Members in accordance with the terms of this Agreement; (C) the admission of any additional or substituted Member, and (DC) the disposition by any Member of its Interest in Interest; provided that the CompanyManaging Member shall not, to the extent that any amendment, modification, or change to this Agreement requires the consent of the Class A Member, execute such amendment on behalf of the Class A Member without the express written consent of the Class A Member; (iii) all certificates of cancellation and other instruments which the Managing Member or Liquidator deem deems necessary or appropriate to effect the dissolution and termination of the Company pursuant to the terms of this 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 Managing Member Member, or Liquidator to carry out fully the provisions of this Agreement in accordance with its terms. Each Subject to the terms of this Agreement, each Member authorizes each such attorney-in-attorney in fact to take any further action which such attorney-in-attorney in fact shall consider necessary in connection with any of the foregoing, hereby giving each such attorney-in-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 ratifying ratify and confirming confirm all that any such attorney-in-attorney in fact shall lawfully do do, or cause to be done done, by virtue thereof or hereof.

Managing Member as Attorney-In-Fact. Each Limited Member hereby makes, constitutes, and appoints the Managing Member, each successor Managing Member, 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 publish, and record (i) all certificates of formation, amended name or similar certificates, and other certificates and instruments (including counterparts of this Agreement) which the Managing Member or Liquidator may deem necessary 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 or intends to do business, ; (ii) any and all amendments, restatements restatements, or changes to this Agreement and the instruments described in subparagraph clause (i), as now or hereafter amended, which the Managing Member may deem necessary to effect a change or modification of the Company approved by the Members in accordance with the terms of this Agreement, including, without limitation, including amendments, restatements restatements, or changes to reflect (A) the exercise by the Managing Member of any power granted to it under this Agreement, (B) any amendments adopted by the Members in accordance with the terms of this Agreement; (C) the admission of any additional or substituted Member, Member and (DB) the disposition by any Member of its Interest in the Company, Membership Interests; (iii) all certificates of cancellation and other instruments which the Managing Member or Liquidator deem reasonably deems necessary or appropriate to effect the dissolution and termination of the Company pursuant to the terms of this Agreement, ; and (iv) any other instrument which is now or 117 may hereafter be required by law to be filed on behalf of the Company or is deemed necessary by the Managing Member or Liquidator to carry out fully the provisions of this Agreement in accordance with its terms. Each Member authorizes each ; provided that nothing in this Section 12.1 shall authorize such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary in connection with any of that could reasonably be anticipated to have an adverse effect on a Limited Member or 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 ratifying and confirming all that any such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereofCompany.

Managing Member as Attorney-In-Fact. Each Member hereby makes, constitutes, and appoints the Managing Member, each successor Managing Member, 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 publish, and record (ia) all certificates of formation, amended name or similar certificates, and other certificates and instruments (including counterparts of this Agreement) which the Managing Member or Liquidator may deem necessary 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 or intends to do business, (iib) any and all amendments, restatements restatements, or changes to this Agreement and the instruments described in subparagraph clause (ia), as now or hereafter amended, which the Managing Member may deem necessary to effect a change or modification of the Company approved by the Members in accordance with the terms of this Agreement, including, without limitation, including amendments, restatements restatements, or changes to reflect (A) the exercise by the Managing Member of any power granted to it under this Agreement, (B) any amendments adopted by the Members in accordance with the terms of this Agreement; (Ci) the admission of any additional or substituted Member, Member and (Dii) the disposition by any Member of its Interest in the CompanyMembership Interests, (iiic) all certificates of cancellation and other instruments which the Managing Member or Liquidator deem reasonably deems necessary or appropriate to effect the dissolution and termination of the Company pursuant to the terms of this 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 Managing Member or Liquidator to carry out fully the provisions of this Agreement in accordance with its terms. Each Member authorizes each ; provided, however, that nothing in this Section 12.1 shall authorize such attorney-in-fact to take any further action which that (A) could reasonably be anticipated to have an adverse effect on a Class A Limited Member or the Company or (B) requires the consent of (y) all Class A Limited Members or (z) the Required Class A Limited Members, in each case, unless such attorney-in-fact consent 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 ratifying and confirming all that any such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereofhave been given.

Managing Member as Attorney-In-Fact. Each Member hereby makes, constitutes, and appoints the Managing Member, each successor Managing Member, 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 publish, and record (ia) all certificates of formation, amended name or similar certificates, and other certificates and instruments (including counterparts of this Agreement) which the Managing Member or Liquidator may deem necessary 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 or intends to do business, (iib) any and all amendments, restatements restatements, or changes to this Agreement and the instruments described in subparagraph clause (ia), as now or hereafter amended, which the Managing Member may deem necessary to effect a change or modification of the Company approved by the Members in accordance with the terms of this Agreement, including, without limitation, including amendments, restatements restatements, or changes to reflect (A) the exercise by the Managing Member of any power granted to it under this Agreement, (B) any amendments adopted by the Members in accordance with the terms of this Agreement; (Ci) the admission of any additional or substituted Member, Member and (Dii) the disposition by any Member of its Interest in the CompanyMembership Interests, (iiic) all certificates of cancellation and other instruments which the Managing Member or Liquidator deem reasonably deems necessary or appropriate to effect the dissolution and termination of the Company pursuant to the terms of this 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 Managing Member or Liquidator to carry out fully the provisions of this Agreement in accordance with its terms. Each Member authorizes each ; provided, however, that nothing in this Section 12.1 shall authorize such attorney-in-fact to take any further action which that (A) could reasonably be anticipated to have an adverse effect on a Class A Limited Member or the Company or (B) requires the consent of (y) all Class A Limited Members or (z) the Required Class A Limited Members, unless such attorney-in-fact consent 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 ratifying and confirming all that any such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereofhave been given.