Common use of Power of Attorney Clause in Contracts

Power of Attorney. (a) Each Limited Partner and Record Holder hereby constitutes and appoints the General Partner and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the Liquidator, severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and xxxxx, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all certificates, documents and other instruments that the General Partner or the Liquidator determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines to be necessary or appropriate to reflect the dissolution and termination of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this Agreement; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.5; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificate) relating to a merger, consolidation, combination or conversion of the Partnership pursuant to Article XIV; and (ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that the General Partner or the Liquidator determines to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) to effectuate the terms or intent of this Agreement; provided that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder and the transfer of all or any portion of such Limited Partner’s or Record Holder’s Partnership Interest and shall extend to such Limited Partner’s or Record Holder’s heirs, successors, assigns, transferees and personal representatives. Each such Limited Partner or Record Holder hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record Holder, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each Limited Partner and Record Holder each Assignee hereby constitutes and appoints the General Partner and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the Liquidator, severally Liquidator (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and xxxxx, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be deems necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all certificates, documents and other instruments that the General Partner or the Liquidator determines to be deems necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines to be deems necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this AgreementArticle IV, X, XI or XII; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.55.6; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificatemerger) relating to a merger, consolidation, combination merger or conversion consolidation of the Partnership pursuant to Article XIV; and (ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that necessary or appropriate, in the discretion of the General Partner or the Liquidator determines Liquidator, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) is necessary or appropriate, in the discretion of the General Partner or the Liquidator, to effectuate the terms or intent of this Agreement; provided provided, that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder Assignee and the transfer of all or any portion of such Limited Partner’s or Record HolderAssignee’s Partnership Interest and shall extend to such Limited Partner’s or Record HolderAssignee’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder Assignee hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record HolderAssignee, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder or Assignee shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order deems necessary to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each Limited Partner and Record Holder hereby constitutes and appoints the General Partner and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the Liquidator, severally Liquidator (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and xxxxx, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware Xxxxxxxx Islands and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all certificates, documents and other instruments that the General Partner or the Liquidator determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines to be necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this AgreementArticles IV, X, XI or XII; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.5; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificatemerger) relating to a merger, consolidation, combination consolidation or conversion of the Partnership pursuant to Article XIV; and (ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that the General Partner or the Liquidator determines to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) to effectuate the terms or intent of this Agreement; provided provided, however, that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder and the transfer of all or any portion of such Limited Partner’s or Record Holder’s Partnership Interest and shall extend to such Limited Partner’s or Record Holder’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record HolderPartner, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order determines to be necessary or appropriate to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each Limited Partner and Record Holder Member, by its execution hereof, hereby makes, constitutes and appoints the General Partner and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the Liquidator, severally (Managing Member as its true and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) lawful agent and each of their authorized managers and officers and attorneys-in-attorney in fact, as the case may be, with full power of substitution, as his true substitution and lawful agent and attorney-in-fact, with full power and authority in his its name, place and xxxxxstead, to: (i) to make, execute, sign, acknowledge, swear to, acknowledge, deliver, record and file (a) this Agreement and record in the appropriate public offices any amendment to this Agreement that has been consented to and adopted as herein provided; (Ab) all certificates, documents amendments to the Certificate required or permitted by law or the provisions of this Agreement; (c) all certificates and other instruments (including consents and ratifications which the Members have agreed to provide upon a matter receiving the agreed support of Members) deemed advisable by the Managing Member to carry out the provisions of this Agreement and Law or to permit the Certificate of Limited Partnership and all amendments Company to become or restatements hereof or thereof) that the General Partner or the Liquidator determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (liability company or a partnership in which entity wherein the limited partners Members have limited liability) liability in each jurisdiction where the State of Delaware and in all other jurisdictions in which the Partnership Company may conduct business or own propertybe doing business; (Bd) all certificates, documents and other instruments that the General Partner Managing Member deems appropriate to reflect a change or modification of this Agreement or the Liquidator determines to be necessary or appropriate to reflect, Company in accordance with its termsthis Agreement, any amendmentincluding, changewithout limitation, modification the admission of additional Members or restatement of this Agreement authorized in accordance with substituted Members pursuant to the terms provisions of this Agreement; (Ce) all certificates, documents conveyances and other instruments (including conveyances and a certificate of cancellation) that or papers deemed advisable by the General Partner or Managing Member to effect the Liquidator determines to be necessary or appropriate to reflect the dissolution liquidation and termination of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this Agreement; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.5Company; and (Ff) all certificates, documents and other instruments fictitious or assumed name certificates required or permitted (including agreements and a certificate of merger or consolidation or similar certificate) relating to a merger, consolidation, combination or conversion in light of the Partnership pursuant to Article XIV; and (iiCompany’s activities) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that the General Partner or the Liquidator determines to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) to effectuate the terms or intent of this Agreement; provided that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage filed on behalf of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this AgreementCompany. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder and the transfer of all or any portion of such Limited Partner’s or Record Holder’s Partnership Interest and shall extend to such Limited Partner’s or Record Holder’s heirs, successors, assigns, transferees and personal representatives. Each such Limited Partner or Record Holder hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record Holder, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each Limited Partner and Record Holder each Assignee hereby constitutes and appoints the General Partner and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the Liquidator, severally Liquidator (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and xxxxxsxxxx, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be deems necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all certificates, documents and other instruments that the General Partner or the Liquidator determines to be deems necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines to be deems necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this AgreementArticle IV, X, XI or XII; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.55.6; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificatemerger) relating to a merger, consolidation, combination merger or conversion consolidation of the Partnership pursuant to Article XIV; and (ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that necessary or appropriate, in the discretion of the General Partner or the Liquidator determines Liquidator, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) is necessary or appropriate, in the discretion of the General Partner or the Liquidator, to effectuate the terms or intent of this Agreement; provided provided, that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder Assignee and the transfer of all or any portion of such Limited Partner’s or Record HolderAssignee’s Partnership Interest and shall extend to such Limited Partner’s or Record HolderAssignee’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder Assignee hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record HolderAssignee, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder or Assignee shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order deems necessary to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each Limited Partner and Record Holder each Assignee hereby constitutes and appoints the General Partner and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the Liquidator, severally Liquidator (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his its true and lawful agent and attorney-in-fact, with full power and authority in his name, place and xxxxx, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be deems necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all certificates, documents and other instruments that the General Partner or the Liquidator determines to be deems necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines to be deems necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this AgreementArticle IV, X, XI or XII; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities Interests issued pursuant to Section 5.5hereto; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificatemerger) relating to a merger, consolidation, combination merger or conversion consolidation of the Partnership pursuant to Article XIV; and (ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that necessary or appropriate, in the discretion of the General Partner or the Liquidator determines Liquidator, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) is necessary or appropriate, in the discretion of the General Partner or the Liquidator, to effectuate the terms or intent of this Agreement; provided provided, that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder Assignee and the transfer of all or any portion of such Limited Partner’s 's or Record Holder’s Assignee's Partnership Interest and shall extend to such Limited Partner’s 's or Record Holder’s Assignee's heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder Assignee hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record HolderAssignee, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder or Assignee shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order deems necessary to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each Limited Partner and Record Holder who is an individual hereby constitutes and appoints the General Partner and(or the liquidator, if a Liquidator (other than the General Partnerapplicable) shall have been selected pursuant to Section 12.3, the Liquidator, severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his or her true and lawful agent and attorney-in-fact, with full power and authority in his his, her or its name, place and xxxxxstead, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) this Agreement, all certificates, documents certificates and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that thereof which the General Partner deems appropriate or the Liquidator determines to be necessary or appropriate to form, qualify qualify, or continue the existence or qualification of of, the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all certificates, documents and other instruments that which the General Partner deems appropriate or the Liquidator determines necessary to be necessary or appropriate to reflect, in accordance with its terms, reflect any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreementits terms; (C) all certificates, documents conveyances and other instruments (including conveyances and a certificate of cancellation) that or documents which the General Partner deems appropriate or the Liquidator determines to be necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement, including a certificate of cancellation; and (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal withdrawal or substitution of any Partner pursuant to, or other events described in, this Agreement; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.5; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificate) relating to a merger, consolidation, combination or conversion of the Partnership pursuant to Article XIVXII or Article XIII; and (ii) sign, execute, swear to, acknowledge, deliver, file to and record acknowledge all ballots, consents, approvals, waivers, certificates, documents certificates and other instruments that appropriate or necessary, in the reasonable judgment of the General Partner or the Liquidator determines Partner, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that which is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) Agreement, in the reasonable judgment of the General Partner, to effectuate the terms or intent of this Agreement; provided that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy bankruptcy, insolvency or termination of any Limited Partner or Record Holder who is an individual and the transfer of all or any portion of such his, her or its Limited Partner’s or Record Holder’s Partnership Partner Interest and shall extend to such Limited Partner’s or Record Holder’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record Holder, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each Limited Partner and Record Holder Member hereby constitutes and appoints the General Partner and, if a Liquidator Board of Managers (other than the General Partner) shall have been selected pursuant to Section 12.3, or the Liquidator, severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwiseif applicable) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his or her true and lawful agent and attorney-in-fact, with full power and authority in his his, her or its name, place and xxxxxstead, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) this Agreement, all certificates, documents certificates and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments thereof which the Board of Managers deems appropriate or restatements hereof or thereof) that the General Partner or the Liquidator determines to be necessary or appropriate to form, qualify qualify, or continue the existence or qualification of of, the Partnership Company as a limited partnership (or a partnership in which the limited partners have limited liability) liability company in the State of Delaware and in all other jurisdictions in which the Partnership Company may conduct business or own property; (B) all certificates, documents and other instruments that which the General Partner Board of Managers deems appropriate or the Liquidator determines necessary to be necessary or appropriate to reflect, in accordance with its terms, reflect any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreementits terms; (C) all certificates, documents conveyances and other instruments (including conveyances and a certificate or documents which the Board of cancellation) that the General Partner Managers deems appropriate or the Liquidator determines to be necessary or appropriate to reflect the dissolution dissolution, winding up and termination of the Partnership Company pursuant to the terms of this Agreement, including a certificate of cancellation; and (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal substitution or substitution resignation of any Partner pursuant to, or other events described in, this Agreement; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.5; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificate) relating to a merger, consolidation, combination or conversion of the Partnership Member pursuant to Article XIVXII or Article XIII; and (ii) sign, execute, swear to, acknowledge, deliver, file to and record acknowledge all ballots, consents, approvals, waivers, certificates, documents certificates and other instruments that appropriate or necessary, in the General Partner or reasonable judgment of the Liquidator determines Board of Managers, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that which is made or given by the Partners Members hereunder or is consistent with the terms of this Agreement or (B) Agreement, in the reasonable judgment of the Board of Managers, to effectuate the terms or intent of this Agreement; provided that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy bankruptcy, insolvency or termination of any Limited Partner or Record Holder Member and the transfer of all or any portion of such Limited Partner’s his, her or Record Holder’s Partnership Interest its Units and shall extend to such Limited Partner’s or Record HolderMember’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record Holder, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each Limited Partner and Record Holder hereby constitutes and appoints the General Partner andor, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.314.3, the Liquidator, severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his such Limited Partner’s true and lawful agent and attorney-in-factfact (“Agent”), with full power and authority in his such Limited Partner’s name, place and xxxxx, stead to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including including, without limitation, this Agreement and the Certificate of Limited Partnership and all any amendments or restatements hereof or thereof) that which the General Partner Agent deems appropriate or the Liquidator determines necessary to be necessary form or appropriate to formqualify, qualify or continue the existence or qualification of of, the Partnership as a limited partnership (or a partnership in which the limited partners Limited Partners have limited liability) in under the State laws of Delaware and in all other jurisdictions in which the Partnership may conduct business any state or own propertyjurisdiction; (B) all certificates, documents and other instruments that which the General Partner Agent deems appropriate or the Liquidator determines necessary to be necessary reflect any amendments, changes or appropriate to reflect, modifications of this Agreement in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents conveyances and other documents or instruments (including conveyances and a certificate of cancellation) that which the General Partner Agent deems appropriate or the Liquidator determines to be necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawalsubstitution, withdrawal or removal or substitution of any Partner pursuant toto Articles XII, XIII or XIV and other events described inin Articles XII, this AgreementXIII or XIV; and (E) all certificates, documents and other instruments (including, without limitation, this Agreement and the Certificate of Limited Partnership and any amendments or restatements thereof) relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities Units issued pursuant to Section 5.5; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificate) relating to a merger, consolidation, combination or conversion of the Partnership pursuant to Article XIV4.4; and (ii) execute, swear to, acknowledge, deliver, acknowledge and file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that which the General Partner Agent deems appropriate or the Liquidator determines necessary in order to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that which is made or given by the Partners hereunder hereunder, is deemed to be made or given by the Partners hereunder, is consistent with the terms of this Agreement or (B) is deemed by the Agent to be appropriate or necessary to effectuate the terms or intent of this AgreementAgreement or the purposes of the Partnership; provided that when provided, however, that, if any vote or approval of Limited Partners is specifically required for an action by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any actionAgreement, the General Partner and the Liquidator Agent may exercise the power of attorney made in this Section 2.6(a)(iisubsection (ii) to take such action only after the necessary vote, consent such vote or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreementis obtained. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall and not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder and the transfer of all or any portion of such Limited Partner’s or Record Holder’s Partnership Interest Units and shall extend to such Limited Partner’s or Record Holder’s heirs, transferees, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder hereby agrees to be bound by any representation representations made by the General Partner or the Liquidator Agent acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record Holder, to the maximum extent permitted by law, hereby waives any and all defenses that which may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator Agent taken in good faith under pursuant to such power of attorney. Each Limited Partner and Record Holder shall execute and deliver to the General Partner or the LiquidatorAgent, within 15 days after receipt of the Agent’s request therefor, such further designationdesignations, powers of attorney and other instruments as the General Partner Agent deems appropriate or the Liquidator may request in order necessary to effectuate the terms or intent of this Agreement and or the purposes of the Partnership.

Power of Attorney. (a) Each Limited Partner and Record Holder hereby constitutes and appoints the General Partner and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the Liquidator, severally Liquidator (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and xxxxx, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all certificates, documents and other instruments that the General Partner or the Liquidator determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines to be necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this AgreementArticle IV, Article X, Article XI or Article XII; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.55.6; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificatemerger) relating to a merger, consolidation, combination consolidation or conversion of the Partnership pursuant to Article XIV; and (ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that the General Partner or the Liquidator determines to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) to effectuate the terms or intent of this Agreement; provided provided, that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder and the transfer of all or any portion of such Limited Partner’s or Record Holder’s Partnership Limited Partner Interest and shall extend to such Limited Partner’s or Record Holder’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record HolderPartner, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each Limited Partner and Record Holder hereby constitutes and appoints the General Partner and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the Liquidator, severally Liquidator (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and xxxxx, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all certificates, documents and other instruments that the General Partner or the Liquidator determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines to be necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this AgreementArticle IV, Article X, Article XI or Article XII; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.55.6; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificatemerger) relating to a merger, consolidation, combination consolidation or conversion of the Partnership pursuant to Article XIV; and (ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that the General Partner or the Liquidator determines to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) to effectuate the terms or intent of this Agreement; provided provided, that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder and the transfer of all or any portion of such Limited Partner’s or Record Holder’s Partnership Interest and shall extend to such Limited Partner’s or Record Holder’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record HolderPartner, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each Limited Partner and Record Holder each Assignee hereby constitutes and appoints the General Partner and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the Liquidator, severally Liquidator (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and xxxxx, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be deems necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all certificates, documents and other instruments that the General Partner or the Liquidator determines to be deems necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines to be deems necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this AgreementArticle IV, X, XI or XII; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.55.6; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificatemerger) relating to a merger, consolidation, combination merger or conversion consolidation of the Partnership pursuant to Article XIV; and (ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that necessary or appropriate, in the discretion of the General Partner or the Liquidator determines Liquidator, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) is necessary or appropriate, in the discretion of the General Partner or the Liquidator, to effectuate the terms or intent of this Agreement; provided provided, that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder Assignee and the transfer of all or any portion of such Limited Partner’s 's or Record Holder’s Assignee's Partnership Interest and shall extend to such Limited Partner’s 's or Record Holder’s Assignee's heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder Assignee hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record HolderAssignee, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder or Assignee shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order deems necessary to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each Limited Partner and Record Holder each Assignee hereby irrevocably constitutes and appoints the General Partner andPartner, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the any Liquidator, severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-factfact of each, as the and each of those acting singly, in each case may be, with full power of substitution, as his its true and lawful agent and attorney-in-fact, with full power and authority in his its name, place and xxxxx, stead to: (i) execute, swear to, seal, acknowledge, deliver, file and record in the appropriate public offices (Aa) all certificates, documents and other instruments (including including, without limitation, this Agreement and the Certificate of Limited Partnership and all amendments amendments, supplements or restatements hereof or thereof) that the General Partner or the Liquidator determines to be deems appropriate or necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liabilityliability to the extent provided by applicable law) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (Bb) all certificates, documents and other instruments that the General Partner or the Liquidator determines deems appropriate or necessary to be necessary or appropriate to reflect, in accordance with its terms, reflect any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreementits terms; (Cc) all certificates, documents conveyances and other instruments (including conveyances and a certificate of cancellation) or documents that the General Partner or the Liquidator determines to be deems appropriate or necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; (d) all conveyances and other instruments or documents that the General Partner or the Liquidator deems appropriate or necessary to reflect the distribution or exchange of assets of the Partnership pursuant to the terms of this Agreement; (De) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this AgreementArticle XI, Article XII or Article XIII hereof or the Capital Contribution of any Partner; and (Ef) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.5; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificate) relating to a merger, consolidation, combination or conversion of the Partnership pursuant to Article XIVInterests; and (ii) execute, swear to, acknowledge, deliver, acknowledge and file and record all ballots, consents, approvals, waivers, certificates, documents certificates and other instruments that appropriate or necessary, in the sole and absolute discretion of the General Partner or the Liquidator determines Liquidator, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) appropriate or necessary, in the sole and absolute discretion of the General Partner or the Liquidator, to effectuate the terms or intent of this Agreement; provided that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) herein shall be construed as authorizing the General Partner or the Liquidator to amend this Agreement except in accordance with Article XIII XIV hereof or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a special power coupled with an interest, in recognition of the fact that each of the Limited Partners and Assignees will be relying upon the power of the General Partner or the Liquidator to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive and, to the maximum extent permitted by law, shall and not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination Incapacity of any Limited Partner or Record Holder Assignee and the transfer Transfer of all or any portion of such Limited Partner’s or Record HolderAssignee’s Partnership Units or Partnership Interest and shall extend to such Limited Partner’s or Record HolderAssignee’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder Assignee hereby agrees to be bound by any representation made by the General Partner or the Liquidator Liquidator, acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record Holder, to the maximum extent permitted by law, Assignee hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator Liquidator, taken in good faith under such power of attorney. Each Limited Partner and Record Holder or Assignee shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the General Partner’s or the Liquidator’s request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator Liquidator, as the case may request in order be, deems necessary to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each By executing this Agreement, each Limited Partner and Record Holder hereby each Assignee irrevocably constitutes and appoints the General Partner andPartner, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the any Liquidator, severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-factfact of each, as the and each of those acting singly, in each case may be, with full power of substitution, as his its true and lawful agent and attorney-in-fact, with full power and authority in his its name, place and xxxxx, stead to: (i) execute, swear to, seal, acknowledge, deliver, file and record in the appropriate public offices (Aa) all certificates, documents and other instruments (including including, without limitation, this Agreement and the Certificate of Limited Partnership and all amendments amendments, supplements or restatements hereof or thereof) that the General Partner or the Liquidator determines to be deems appropriate or necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liabilityliability to the extent provided by applicable law) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (Bb) all certificates, documents and other instruments that the General Partner or the Liquidator determines deems appropriate or necessary to be necessary or appropriate to reflect, in accordance with its terms, reflect any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreementits terms; (Cc) all certificates, documents conveyances and other instruments (including conveyances and a certificate of cancellation) or documents that the General Partner or the Liquidator determines to be deems appropriate or necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; (d) all conveyances and other instruments or documents that the General Partner or the Liquidator deems appropriate or necessary to reflect the distribution or exchange of assets of the Partnership pursuant to the terms of this Agreement; (De) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this AgreementArticle XI, Article XII or Article XIII hereof or the Capital Contribution of any Partner; and (Ef) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.5; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificate) relating to a merger, consolidation, combination or conversion of the Partnership pursuant to Article XIVInterests; and (ii) execute, swear to, acknowledge, deliver, acknowledge and file and record all ballots, consents, approvals, waivers, certificates, documents certificates and other instruments that appropriate or necessary, in the sole and absolute discretion of the General Partner or the Liquidator determines Liquidator, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) appropriate or necessary, in the sole and absolute discretion of the General Partner or the Liquidator, to effectuate the terms or intent of this Agreement; provided that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) herein shall be construed as authorizing the General Partner or the Liquidator to amend this Agreement except in accordance with Article XIII XIV hereof or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a special power coupled with an interest, in recognition of the fact that each of the Limited Partners and Assignees will be relying upon the power of the General Partner or the Liquidator to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive and, to the maximum extent permitted by law, shall and not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination Incapacity of any Limited Partner or Record Holder Assignee and the transfer Transfer of all or any portion of such Limited Partner’s or Record HolderAssignee’s Partnership Units or Partnership Interest and shall extend to such Limited Partner’s or Record HolderAssignee’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder Assignee hereby agrees to be bound by any representation made by the General Partner or the Liquidator Liquidator, acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record Holder, to the maximum extent permitted by law, Assignee hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator Liquidator, taken in good faith under such power of attorney. Each Limited Partner and Record Holder or Assignee shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the General Partner’s or the Liquidator’s request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator Liquidator, as the case may request in order be, deems necessary to effectuate this Agreement and the purposes of the Partnership. Notwithstanding anything else set forth in this Section 2.04(b), no Limited Partner shall incur any personal liability for any action of the General Partner or the Liquidator taken under such power of attorney.

Power of Attorney. (a) Each Limited Partner and Record Holder hereby constitutes and appoints the General Partner and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the Liquidator, severally Liquidator (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and xxxxx, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware Xxxxxxxx Islands and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all certificates, documents and other instruments that the General Partner or the Liquidator determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines to be necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this AgreementArticles IV, X, XI or XII; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.55.6; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificatemerger) relating to a merger, consolidation, combination consolidation or conversion of the Partnership pursuant to Article XIV; and (ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that the General Partner or the Liquidator determines to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) to effectuate the terms or intent of this Agreement; provided provided, that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder and the transfer of all or any portion of such Limited Partner’s or Record Holder’s Partnership Interest and shall extend to such Limited Partner’s or Record Holder’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record HolderPartner, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order determines to be necessary or appropriate to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each Limited Partner Member and Record Holder each Assignee hereby constitutes and appoints the General Partner andChief Executive Officer, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the Liquidator, severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) President and each of their authorized managers and officers and attorneys-in-fact, as the case may beVice President, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and xxxxx, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Organizational Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be Board deems necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) Company in the State Commonwealth of Delaware Pennsylvania and in all other jurisdictions in which the Partnership Company may conduct business or own property; (B) all certificates, documents and other instruments that the General Partner or the Liquidator determines to be Board deems necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines to be Board deems necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership Company pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution transfer of any Partner pursuant to, or other events described in, this AgreementMembership Interests; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.5Membership Interests; and (F) all certificates, documents and other instruments (including agreements and a certificate certificates of merger or consolidation or similar certificatemerger) relating to a merger, consolidation, combination merger or conversion consolidation of the Partnership pursuant to Article XIVCompany; and (ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that the General Partner or the Liquidator determines to be necessary or appropriate appropriate, in the sole discretion of the Board, to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners Members hereunder or is consistent with the terms of this Agreement or (B) is necessary to effectuate the terms or intent of this Agreement; provided that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) 2.8 shall be construed as authorizing the General Partner Board or any officer to amend this Agreement do any of the following except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement: (A) amend, change, modify or restate this Agreement; (B) dissolve or liquidate the Company, (C) determine the rights, preferences and privileges of any class or series of Membership Interests, or (D) enter into a merger or consolidation of the Company. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall and not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner Member or Record Holder and the transfer of all or any portion of such Limited Partner’s or Record Holder’s Partnership Interest Membership Interests and shall extend to such Limited Partner’s or Record Holdera Member’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record Holder, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each Limited Partner and Record Holder each Assignee hereby constitutes and appoints the General Partner and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the Liquidator, severally Liquidator (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and xxxxxsxxxx, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all certificates, documents and other instruments that the General Partner or the Liquidator determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines to be necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this AgreementArticle IV, X, XI or XII; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.55.6; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificatemerger) relating to a merger, consolidation, combination consolidation or conversion of the Partnership pursuant to Article XIV; and (ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that the General Partner or the Liquidator determines to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) to effectuate the terms or intent of this Agreement; provided provided, that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder Assignee and the transfer of all or any portion of such Limited Partner’s or Record HolderAssignee’s Partnership Interest and shall extend to such Limited Partner’s or Record HolderAssignee’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder Assignee hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record HolderAssignee, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder or Assignee shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each Limited Partner and Record Holder hereby constitutes and appoints the General Partner and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the Liquidator, severally Liquidator (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and xxxxx, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all certificates, documents and other instruments that the General Partner or the Liquidator determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines to be necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this AgreementArticle IV, Article X, Article XI or Article XII; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.55.6; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificateconversion) relating to a merger, consolidation, combination consolidation or conversion of the Partnership pursuant to Article XIV; and (ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that the General Partner or the Liquidator determines to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) to effectuate the terms or intent of this Agreement; provided provided, that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by by, the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder and the transfer of all or any portion of such Limited Partner’s or Record Holder’s Partnership Limited Partner Interest and shall extend to such Limited Partner’s or Record Holder’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record HolderPartner, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each Limited Partner and Record Holder hereby constitutes and appoints the General Partner andor, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.314.3, the Liquidator, severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his such Limited Partner's true and lawful agent and attorney-in-factfact ("Agent"), with full power and authority in his such Limited Partner's name, place and xxxxx, stead to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including including, without limitation, this Agreement and the Certificate of Limited Partnership and all any amendments or restatements hereof or thereof) that which the General Partner Agent deems appropriate or the Liquidator determines necessary to be necessary form or appropriate to formqualify, qualify or continue the existence or qualification of of, the Partnership as a limited partnership (or a partnership in which the limited partners Limited Partners have limited liability) in under the State laws of Delaware and in all other jurisdictions in which the Partnership may conduct business any state or own propertyjurisdiction; (B) all certificates, documents and other instruments that which the General Partner Agent deems appropriate or the Liquidator determines necessary to be necessary reflect any amendments, changes or appropriate to reflect, modifications of this Agreement in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents conveyances and other documents or instruments (including conveyances and a certificate of cancellation) that which the General Partner Agent deems appropriate or the Liquidator determines to be necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawalsubstitution, withdrawal or removal or substitution of any Partner pursuant toto Article XII, XIII or XIV and other events described inin Article XII, this AgreementXIII or XIV; and (E) all certificates, documents and other instruments (including, without limitation, this Agreement and the Certificate of Limited Partnership and any amendments or restatements thereof) relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities Units issued pursuant to Section 5.5; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificate) relating to a merger, consolidation, combination or conversion of the Partnership pursuant to Article XIV4.4; and (ii) execute, swear to, acknowledge, deliver, acknowledge and file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that which the General Partner Agent deems appropriate or the Liquidator determines necessary in order to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that which is made or given by the Partners hereunder hereunder, is deemed to be made or given by the Partners hereunder, is consistent with the terms of this Agreement or (B) is deemed by the Agent to be appropriate or necessary to effectuate the terms or intent of this AgreementAgreement or the purposes of the Partnership; provided that when provided, however, that, if any vote or approval of Limited Partners is specifically required for an action by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any actionAgreement, the General Partner and the Liquidator Agent may exercise the power of attorney made in this Section 2.6(a)(iisubsection (ii) to take such action only after the necessary vote, consent such vote or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreementis obtained. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall and not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder and the transfer of all or any portion of such Limited Partner’s or Record Holder’s Partnership Interest 's Units and shall extend to such Limited Partner’s or Record Holder’s 's heirs, transferees, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder hereby agrees to be bound by any representation representations made by the General Partner or the Liquidator Agent acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record Holder, to the maximum extent permitted by law, hereby waives any and all defenses that which may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator Agent taken in good faith under pursuant to such power of attorney. Each Limited Partner and Record Holder shall execute and deliver to the General Partner or the LiquidatorAgent, within 15 days after receipt of the Agent's request therefor, such further designationdesignations, powers of attorney and other instruments as the General Partner Agent deems appropriate or the Liquidator may request in order necessary to effectuate the terms or intent of this Agreement and or the purposes of the Partnership.

Power of Attorney. (a) A. Each Limited Partner and Record Holder hereby each Assignee constitutes and appoints the General Partner andPartner, if a any Liquidator (other than and the General Partner) shall have been selected pursuant to Section 12.3, the Liquidator, severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-factfact of each of the foregoing, as the and each of those acting singly, in each case may be, with full power of substitution, as his its true and lawful agent and attorney-in-fact, with full power and authority in his its name, place and xxxxx, stead to: (i1) execute, swear to, seal, acknowledge, deliver, file and record in the appropriate public offices (Aa) all certificates, documents and other instruments (including including, without limitation, this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the any Liquidator determines to be deems appropriate or necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners Limited Partners have limited liabilityLiability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (Bb) all certificates, documents and other instruments that the General Partner or the any Liquidator determines deems appropriate or necessary to be necessary or appropriate to reflect, in accordance with its terms, reflect any amendment, change, modification or restatement of this Agreement authorized duly adopted in accordance with the terms of this Agreementits terms; (Cc) all certificates, documents conveyances and other instruments (including conveyances and a certificate of cancellation) or documents that the General Partner or the any Liquidator determines to be deems appropriate or necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; (Dd) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this AgreementArticles 11, 12 or 13 or the Capital Contribution of any Partner; and (Ee) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.5; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificate) relating to a merger, consolidation, combination or conversion of the Partnership pursuant to Article XIVInterests; and (ii2) execute, swear to, acknowledgeseal, deliver, acknowledge and file and record all ballots, consents, approvals, waivers, certificates, documents certificates and other instruments that appropriate or necessary, in the sole and absolute discretion of the General Partner or the Liquidator determines any Liquidator, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) appropriate or necessary, in the sole discretion of the General Partner or any Liquidator, to effectuate the terms or intent of this Agreement; provided that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) herein shall be construed as authorizing the General Partner or any Liquidator to amend this Agreement except in accordance with Article XIII 14 or as may be otherwise expressly provided for in this Agreement. (b) B. The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, in recognition of the fact that each of the Partners will be relying upon the power of the General Partner and any Liquidator to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive and, to the maximum extent permitted by law, shall and not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination Incapacity of any Limited Partner or Record Holder and Assignee or the transfer Transfer of all or any portion of such Limited Partner’s or Record HolderAssignee’s Partnership Interest Units and shall extend to such Limited Partner’s or Record HolderAssignee’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder Assignee hereby agrees to be bound by any representation made by the General Partner or the Liquidator any Liquidator, acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record Holder, to the maximum extent permitted by law, Assignee hereby waives any and all defenses that which may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator any Liquidator, taken in good faith under such power of attorney. Each Limited Partner and Record Holder or Assignee shall execute and deliver to the General Partner or the any Liquidator, within 15 fifteen (15) days after receipt of the General Partner’s or Liquidator’s request therefor, such further designation, powers of attorney and other instruments as the General Partner or any Liquidator, as the Liquidator case may request in order be, may reasonably deem necessary to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each Limited Partner and Record Holder each Assignee hereby irrevocably constitutes and appoints the General Partner andPartner, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the any Liquidator, severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-factfact of each, as the and each of those acting singly, in each case may be, with full power of substitution, as his its true and lawful agent and attorney-in-fact, with full power and authority in his its name, place and xxxxx, stead to: (i) execute, swear to, seal, acknowledge, deliver, file and record in the appropriate public offices (Aa) all certificates, documents and other instruments (including including, without limitation, this Agreement and the Certificate of Limited Partnership and all amendments amendments, supplements or restatements hereof or thereof) that the General Partner or the Liquidator determines to be deems appropriate or necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liabilityliability to the extent provided by applicable law) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (Bb) all certificates, documents and other instruments that the General Partner or the Liquidator determines deems appropriate or necessary to be necessary or appropriate to reflect, in accordance with its terms, reflect any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreementits terms; (Cc) all certificates, documents conveyances and other instruments (including conveyances and a certificate of cancellation) or documents that the General Partner or the Liquidator determines to be deems appropriate or necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; (d) all conveyances and other instruments or documents that the General Partner or the Liquidator deems appropriate or necessary to reflect the distribution or exchange of assets of the Partnership pursuant to the terms of this Agreement; (De) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this AgreementArticle XI, Article XII or Article XIII hereof or the Capital Contribution of any Partner; and (Ef) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.5; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificate) relating to a merger, consolidation, combination or conversion of the Partnership pursuant to Article XIVInterests; and (ii) execute, swear to, acknowledge, deliver, acknowledge and file and record all ballots, consents, approvals, waivers, certificates, documents certificates and other instruments that appropriate or necessary, in the sole and absolute discretion of the General Partner or the Liquidator determines Liquidator, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) appropriate or necessary, in the sole and absolute discretion of the General Partner or the Liquidator, to effectuate the terms or intent of this Agreement; provided that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) herein shall be construed as authorizing the General Partner or the Liquidator to amend this Agreement except in accordance with Article XIII XIV hereof or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a special power coupled with an interest, in recognition of the fact that each of the Limited Partners and Assignees will be relying upon the power of the General Partner or the Liquidator to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive and, to the maximum extent permitted by law, shall and not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination Incapacity of any Limited Partner or Record Holder Assignee and the transfer Transfer of all or any portion of such Limited Partner’s or Record HolderAssignee’s Partnership Units or Partnership Interest and shall extend to such Limited Partner’s or Record HolderAssignee’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder Assignee hereby agrees to be bound by any representation made by the General Partner or the Liquidator Liquidator, acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record Holder, to the maximum extent permitted by law, Assignee hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator Liquidator, taken in good faith under such power of attorney. Each Limited Partner and Record Holder or Assignee shall execute and deliver to the General Partner or the Liquidator, within 15 fifteen (15) days after receipt of the General Partner’s or the Liquidator’s request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator Liquidator, as the case may request in order be, deems necessary to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each Limited Partner Member and Record Holder hereby constitutes and appoints the General Partner Manager and, if a Liquidator (other than the General PartnerManager) shall have been selected pursuant to Section 12.39.2, the Liquidator, severally (and any successor to the Liquidator by merger, transferTransfer, assignment, election or otherwise) and each of their authorized managers and managers, officers and attorneys-in-fact, as the case may be, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and xxxxx, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices offices: (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership Formation and all amendments or restatements hereof or thereof) that the General Partner Manager or the Liquidator Liquidator, determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership Company as a limited partnership (or a partnership in which the limited partners have limited liability) liability company in the State of Delaware and in all other jurisdictions in which the Partnership Company may conduct business or own property; ; (B) all certificates, documents and other instruments that the General Partner Manager, or the Liquidator Liquidator, determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; ; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner Manager or the Liquidator determines to be necessary or appropriate to reflect the dissolution dissolution, liquidation and termination of the Partnership Company pursuant to the terms of this Agreement; ; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner Member pursuant to, or other events described in, this Agreement; Article III or Article IX (including, without limitation, issuance and cancellations of Class B Common Shares pursuant to Section 3.2); (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities Shares issued pursuant to Section 5.53.2; and and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificatemerger) relating to a merger, consolidation, combination consolidation or conversion of the Partnership Company pursuant to Article XIVXI; and (ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that the General Partner Manager or the Liquidator determines to be necessary or appropriate to to: (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners Members hereunder or is consistent with the terms of this Agreement Agreement; or (B) to effectuate the terms or intent of this Agreement; provided provided, that when required by Section 13.3 10.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners Members or of the Limited Partners Members of any class or series required to take any action, the General Partner and Manager, or the Liquidator Liquidator, may exercise the power of attorney made in this Section 2.6(a)(ii2.7(a) only after the necessary vote, consent consent, approval, agreement or approval of such percentage other action of the Limited Partners Members or of the Limited Partners Members of such class or series, as applicable. . (b) Nothing contained in this Section 2.6(a) 2.7 shall be construed as authorizing the General Partner Manager, or the Liquidator, to amend amend, change or modify this Agreement except in accordance with Article XIII X or as may otherwise be otherwise expressly provided for in this Agreement. (bc) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by lawApplicable Law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner Member or Record Holder and the transfer Transfer of all or any portion of such Limited Partner’s Member or Record Holder’s Partnership Interest Shares and shall extend to such Limited Partner’s Member or Record Holder’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner Member or Record Holder hereby agrees to be bound by any representation made by the General Partner Manager, or the Liquidator acting in good faith Liquidator, pursuant to such power of attorney; and each such Limited Partner Member or Record Holder, to the maximum extent permitted by lawApplicable Law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner Manager, or the Liquidator Liquidator, taken in good faith under such power of attorneyattorney in accordance with this Section 2.7. Each Limited Partner Member and Record Holder shall execute and deliver to the General Partner Manager, or the Liquidator, within 15 days after receipt of the request therefor, such further designationdesignations, powers of attorney and other instruments as the General Partner such Manager or the Liquidator may request in order determines to be necessary or appropriate to effectuate this Agreement and the purposes of the PartnershipCompany.

Power of Attorney. (a) Each Limited Partner and Record Holder hereby constitutes and appoints the General Partner and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the Liquidator, severally Liquidator (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and xxxxx, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all certificates, documents and other instruments that the General Partner or the Liquidator determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines to be necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this AgreementArticle IV, Article X, Article XI or Article XII; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.55.6; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificatemerger) relating to a merger, consolidation, combination consolidation or conversion of the Partnership pursuant to Article XIV; and (ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that the General Partner or the Liquidator determines to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) to effectuate the terms or intent of this Agreement; provided that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder and the transfer of all or any portion of such Limited Partner’s or Record Holder’s Partnership Limited Partner Interest and shall extend to such Limited Partner’s or Record Holder’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record HolderPartner, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) A. Each Limited Partner and Record Holder hereby Member constitutes and appoints the General Partner andManaging Member, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the Liquidator, severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-factfact of each, as the and each of those acting singly, in each case may be, with full power of substitution, as his its true and lawful agent and attorney-in-fact, with full power and authority in his its name, place and xxxxx, stead to: (i1) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (Aa) all certificates, documents and other instruments (including including, without limitation, this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner Managing Member deems appropriate or the Liquidator determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership Company as a limited partnership (or a partnership in which the limited partners have limited liability) liability company in the State of Delaware and in all other jurisdictions in which the Partnership Company may conduct business or own property; (Bb) all certificates, documents and other instruments that the General Partner Managing Member deems appropriate or the Liquidator determines necessary to be necessary or appropriate to reflect, in accordance with its terms, reflect any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreementits terms; (Cc) all certificates, documents conveyances and other instruments (including conveyances and a certificate of cancellation) or documents that the General Partner Managing Member deems appropriate or the Liquidator determines to be necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership Company pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; (Dd) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner Member pursuant to, or other events described in, this AgreementArticles 11, 12 or 13 or the Capital Contribution of any Member; and (Ee) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.5; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificate) relating to a merger, consolidation, combination or conversion of the Partnership pursuant to Article XIVCompany Interests; and (ii2) execute, swear to, acknowledge, deliver, acknowledge and file and record all ballots, consents, approvals, waivers, certificates, documents certificates and other instruments that appropriate or necessary, in the General Partner or sole and absolute discretion of the Liquidator determines Managing Member to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that which is made or given by the Partners Members hereunder or is consistent with the terms of this Agreement or (B) appropriate or necessary, in the sole discretion of the Managing Member, to effectuate the terms or intent of this Agreement; provided that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) herein shall be construed as authorizing the General Partner Managing Member to amend this Agreement except in accordance with Article XIII Section 7.3 or as may be otherwise expressly provided for in this Agreement. (b) B. The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, in recognition of the fact that each of the Members will be relying upon the power of the Managing Member to act as contemplated by this Agreement in any filing or other action by it on behalf of the Company, and it shall survive and, to the maximum extent permitted by law, shall and not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination incapacity of any Limited Partner or Record Holder Member and the transfer of all or any portion of such Limited PartnerMember’s or Record Holder’s Partnership Interest Interests and shall extend to such Limited Partner’s or Record HolderMember’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder Member hereby agrees to be bound by any representation made by the General Partner or the Liquidator Managing Member, acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record Holder, to the maximum extent permitted by law, Member hereby waives any and all defenses that which may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator Managing Member, taken in good faith under such power of attorney. Each Limited Partner and Record Holder Member shall execute and deliver to the General Partner or the LiquidatorManaging Member, within 15 days after receipt of the Managing Member’s request therefor, such further designation, powers of attorney and other instruments as the General Partner or Managing Member, as the Liquidator case may request in order be, deems necessary to effectuate this Agreement and the purposes of the PartnershipCompany.

Power of Attorney. (a) Each Limited Partner and Record Holder Economic Member hereby constitutes and appoints the General Partner Managing Member and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.310.02, the Liquidator, severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-attorneys in fact, as the case may be, with full power of substitution, as his their true and lawful agent and attorney-in-attorney in fact, with full power and authority in his their name, place and xxxxx, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices offices: (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership Formation and all amendments or restatements hereof or thereof) that the General Partner Managing Member, or the Liquidator Liquidator, determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership Company as a limited partnership (or a partnership in which the limited partners have limited liability) liability company in the State of Delaware and in all other jurisdictions in which the Partnership Company may conduct business or own property; (B) all certificates, documents and other instruments that the General Partner Managing Member, or the Liquidator Liquidator, determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner Managing Member or the Liquidator determines to be necessary or appropriate to reflect the dissolution and acquisition, merger, dissolution, liquidation or termination of the Partnership Company pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal withdrawal or substitution of any Partner Economic Member pursuant to, or in connection with other events described in, this Agreement; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class Article III or series of Partnership Securities issued pursuant to Section 5.5Article X; and (FE) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificatemerger) relating to a merger, consolidation, combination consolidation or conversion of the Partnership pursuant to Article XIVCompany; and (ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that the General Partner Managing Member or the Liquidator determines to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by any of the Partners Members hereunder or is consistent with the terms of this Agreement Agreement; or (B) to effectuate the terms or intent of this Agreement; provided that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series Members required to take any action, the General Partner and Managing Member, or the Liquidator Liquidator, may exercise the power of attorney made in this Section 2.6(a)(ii2.06(a) only after the necessary vote, consent consent, approval, agreement or approval of such percentage other action of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this AgreementMembers. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder Economic Member and the transfer of all or any portion of such Limited PartnerEconomic Member’s or Record Holder’s Partnership Interest Interests and shall extend to such Limited Partner’s or Record HolderEconomic Member’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder Economic Member hereby agrees to be bound by any representation made by any officer of the General Partner Managing Member, or the Liquidator Liquidator, acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record HolderEconomic Member, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner Managing Member, or the Liquidator Liquidator, taken in good faith under such power of attorneyattorney in accordance with this Section 2.06. Each Limited Partner and Record Holder Economic Member shall execute and deliver to the General Partner Managing Member, or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner any of such Officers or the Liquidator may request in order determines to be necessary or appropriate to effectuate this Agreement and the purposes of the PartnershipCompany. (c) Nothing contained in this Section 2.06 shall be construed as authorizing the Managing Member, or the Liquidator, to amend, change or modify this Agreement except in accordance with Article XII or as may be otherwise expressly provided for in this Agreement.

Power of Attorney. (a) Each Limited Partner and Record Holder each Assignee hereby irrevocably constitutes and appoints the General Partner andPartner, if a any Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3as defined below), the Liquidator, severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-factfact of each, as the and each of those acting singly, in each case may be, with full power of substitutionsubsti tution, as his its true and lawful agent and attorney-in-fact, with full power and authority in his its name, place and xxxxx, stead to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (Aa) all certificates, documents and other instruments (including including, without limitation, this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or any liquidator of the Liquidator determines to be Partnership's assets (the "Liquidator") deems appropriate or necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners Limited Partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may or plans to conduct business or own property; (Bb) all certificates, documents and other instruments that the General Partner or the Liquidator determines deems appropriate or necessary to be necessary or appropriate to reflect, in accordance with its terms, reflect any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreementits terms; (Cc) all certificates, documents conveyances and other instruments (including conveyances and a certificate of cancellation) or documents that the General Partner deems appropriate or the Liquidator determines to be necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; (Dd) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this Agreementherein or the Capital Contribution of any Partner; and (Ee) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.5; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificate) relating to a merger, consolidation, combination or conversion of the Partnership pursuant to Article XIVInterests; and (ii) execute, swear to, acknowledgeseal, deliver, acknowledge and file and record all ballots, consents, approvals, waivers, certificates, documents certificates and other instruments that appropriate or necessary, in the sole and absolute discretion of the General Partner or the Liquidator determines Liquidator, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that which is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) appropriate or necessary, in the sole discretion of the General Partner or any Liquidator, to effectuate the terms or intent of this Agreement; provided that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder and the transfer of all or any portion of such Limited Partner’s or Record Holder’s Partnership Interest and shall extend to such Limited Partner’s or Record Holder’s heirs, successors, assigns, transferees and personal representatives. Each such Limited Partner or Record Holder hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record Holder, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each Limited Partner and Record Holder each Assignee hereby constitutes and appoints the General Partner and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the Liquidator, severally Liquidator (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his its true and lawful agent and attorney-in-fact, with full power and authority in his name, place and xxxxx, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be deems necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware Texas and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all certificates, documents and other instruments that the General Partner or the Liquidator determines to be deems necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines to be deems necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this AgreementArticle IV, X, XI or XII; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities Interests issued pursuant to Section 5.5hereto; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificatemerger) relating to a merger, consolidation, combination merger or conversion consolidation of the Partnership pursuant to Article XIV; and (ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that necessary or appropriate, in the discretion of the General Partner or the Liquidator determines Liquidator, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) is necessary or appropriate, in the discretion of the General Partner or the Liquidator, to effectuate the terms or intent of this Agreement; provided provided, that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder Assignee and the transfer of all or any portion of such Limited Partner’s 's or Record Holder’s Assignee's Partnership Interest and shall extend to such Limited Partner’s 's or Record Holder’s heirs, successors, Assignee's successors and assigns, transferees and personal representatives. Each such Limited Partner or Record Holder Assignee hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record HolderAssignee, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder or Assignee shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order deems necessary to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each The Limited Partner and Record Holder hereby constitutes and appoints each of the General Partner and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.313.3, the Liquidator, Liquidator severally (and any successor to the Liquidator either thereof by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his its true and lawful agent and attorney-in-fact, with full power and authority in his its name, place and xxxxxstead, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including including, without limitation, this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be deems necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all certificates, documents and other instruments that the General Partner or the Liquidator determines to be deems necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents and other instruments (including including, without limitation, conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines to be deems necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this AgreementArticle X, XI, XII or XIII or the Capital Contribution of any Partner; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.5Interests; and (F) all certificates, documents and other instruments (including including, without limitation, agreements and a certificate of merger or consolidation or similar certificatemerger) relating to a merger, consolidation, combination merger or conversion consolidation of the Partnership pursuant to Article XIVXV; and (ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that necessary or appropriate, in the sole discretion of the General Partner or the Liquidator determines Liquidator, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) is necessary or appropriate, in the sole discretion of the General Partner or the Liquidator, to effectuate the terms or intent of this Agreement; provided provided, that when the consent or approval of the Limited Partner is required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any actionAgreement, the General Partner and or the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii1.4(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicablePartner is obtained. Nothing contained in this Section 2.6(a1.4(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII XIV or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall and not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any the Limited Partner or Record Holder and the transfer of all or any portion of such the Limited Partner’s or Record Holder’s 's Partnership Interest and shall extend to such the Limited Partner’s or Record Holder’s 's heirs, successors, assigns, transferees assigns and personal representatives. Each such The Limited Partner or Record Holder hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such the Limited Partner or Record Holder, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each The Limited Partner and Record Holder shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the General Partner's or the Liquidator's request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order deems necessary to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each Limited Partner and Record Holder each Assignee hereby constitutes and appoints the General Partner and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the Liquidator, severally Liquidator (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and xxxxx, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be deems necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all certificates, documents and other instruments that the General Partner or the Liquidator determines to be deems necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines to be deems necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this AgreementArticle IV, X, XI or XII; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.55.6; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificatemerger) relating to a merger, consolidation, combination merger or conversion consolidation of the Partnership pursuant to Article XIV; and (ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that necessary or appropriate, in the discretion of the General Partner or the Liquidator determines Liquidator, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) is necessary or appropriate, in the discretion of the General Partner or the Liquidator, to effectuate the terms or intent of this Agreement; provided provided, that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement. (. b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder Assignee and the transfer of all or any portion of such Limited Partner’s 's or Record Holder’s Assignee's Partnership Interest and shall extend to such Limited Partner’s 's or Record Holder’s Assignee's heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder Assignee hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record HolderAssignee hereby waives, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder or Assignee shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order deems necessary to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) 2.6.1 Each Limited Partner and Record Holder hereby constitutes and appoints each of the General Partner and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.313.3, the Liquidator, Liquidator severally (and any successor to the Liquidator either thereof by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and xxxxx, to: (i) 2.6.1.1 execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be deems necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a an exempted limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware Bermuda and in all other jurisdictions in which the Partnership may conduct business activities and affairs or own property; (B) all certificates, documents and other instruments that the General Partner or the Liquidator determines to be deems necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines to be deems necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal admission or substitution withdrawal of any Partner pursuant to, or other events described in, this AgreementArticle 11 or Article 12, or the Capital Contribution of any Partner; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Units or other Partnership Securities Interests issued pursuant to Section 5.53.5; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificateany Merger Agreement) relating to a merger, consolidation, combination merger or conversion consolidation of the Partnership pursuant to Article XIV15; and (G) any tax election with any Limited Partner or General Partner on behalf of the Partnership and/or all Partners; and (ii) 2.6.1.2 execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that necessary or appropriate, in the sole discretion of the General Partner or the Liquidator determines Liquidator, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) is necessary or appropriate, in the sole discretion of the General Partner or the Liquidator, to effectuate the terms or intent of this Agreement; provided provided, that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and or the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) 2.6.1.2 only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) 2.6.1 shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII 14 or as may be otherwise expressly provided for in this Agreement. (b) 2.6.2 The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall and not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder and the transfer of all or any portion of such Limited Partner’s or Record Holder’s Partnership Interest and shall extend to such Limited Partner’s or Record Holder’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record Holder, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the General Partner’s or the Liquidator’s request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order deems necessary to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each Limited Partner and Record Holder Series Member hereby constitutes and appoints the General Partner Managing Member and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.311.2, the Liquidator, severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-attorneys in fact, as the case may be, with full power of substitution, as his its true and lawful agent and attorney-in-attorney in fact, with full power and authority in his or her name, place and xxxxx, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices offices: (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership Formation and all amendments or restatements hereof or thereof) that the General Partner Managing Member or the Liquidator determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership Company as a series limited partnership (or a partnership in which the limited partners have limited liability) liability company in the State of Delaware and in all other jurisdictions in which the Partnership Company or any Series may conduct business or own property; ; (B) all certificates, documents and other instruments that the General Partner Managing Member or the Liquidator determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; ; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner Managing Member or the Liquidator determines to be necessary or appropriate to reflect the dissolution and dissolution, liquidation or termination of the Partnership Company or a Series pursuant to the terms of this Agreement; ; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal withdrawal or substitution of any Partner Series Member pursuant to, or in connection with other events described in, this Agreement; Article III or Article XI; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series Series of Partnership Securities Class A share issued pursuant to Section 5.5; and 3.3; (F) all certificates, documents and other instruments that the Managing Member or Liquidator determines to be necessary or appropriate to maintain the separate rights, assets, obligations and liabilities of each Series; and (G) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificatemerger) relating to a merger, consolidation, combination consolidation or conversion of the Partnership pursuant to Article XIVCompany; and (iiH) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that the General Partner Managing Member or the Liquidator determines to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) to effectuate the terms or intent of this Agreement; provided that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder and the transfer of all or any portion of such Limited Partner’s or Record Holder’s Partnership Interest and shall extend to such Limited Partner’s or Record Holder’s heirs, successors, assigns, transferees and personal representatives. Each such Limited Partner or Record Holder hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record Holder, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order to effectuate this Agreement and the purposes of the Partnership.to:

Power of Attorney. (a) Each Limited Partner and Record Holder each Assignee hereby constitutes and appoints the General Partner and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the Liquidator, severally Liquidator (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and xxxxx, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be deems necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all certificates, documents and other instruments that the General Partner or the Liquidator determines to be deems necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines to be deems necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this AgreementArticle IV, X, XI or XII; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.55.6; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificatemerger) relating to a merger, consolidation, combination merger or conversion consolidation of the Partnership pursuant to Article XIV; and (ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that necessary or appropriate, in the discretion of the General Partner or the Liquidator determines Liquidator, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) is necessary or appropriate, in the discretion of the General Partner or the Liquidator, to effectuate the terms or intent of this Agreement; provided provided, that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder and the transfer of all or any portion of such Limited Partner’s or Record Holder’s Partnership Interest and shall extend to such Limited Partner’s or Record Holder’s heirs, successors, assigns, transferees and personal representatives. Each such Limited Partner or Record Holder hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record Holder, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each Limited Partner and Record Holder Assignee hereby irrevocably constitutes and appoints the General Partner andPartner, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the any Liquidator, severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-factfact of each (the “Attorney in Fact”), as the and each of those acting singly, in each case may be, with full power of substitution, as his its true and lawful agent and attorney-in-fact, with full power and authority in his its name, place and xxxxx, stead to: (i1) execute, swear to, seal, acknowledge, deliver, file and record in the appropriate public offices offices: (Aa) all certificates, documents and other instruments (including including, without limitation, this Agreement and the Certificate of Limited Partnership and all amendments amendments, supplements or restatements hereof or thereof) that the General Partner Attorney in Fact deems appropriate or the Liquidator determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liabilityliability to the extent provided by applicable law) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (Bb) all certificates, documents and other instruments that the General Partner Attorney in Fact deems appropriate or the Liquidator determines necessary to be necessary or appropriate to reflect, in accordance with its terms, reflect any amendment, change, modification or restatement of this Agreement authorized duly adopted in accordance with its terms; (c) all conveyances and other instruments or documents that the Attorney in Fact deems appropriate or necessary to reflect the dissolution and winding up of the Partnership pursuant to the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and including, without limitation, a certificate of cancellation; (d) all conveyances and other instruments or documents that the General Partner Attorney in Fact deems appropriate or the Liquidator determines to be necessary or appropriate to reflect the dissolution and termination distribution or exchange of assets of the Partnership pursuant to the terms of this Agreement; (De) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, acceptance, withdrawal, removal or substitution of any Partner pursuant to, to the terms of this Agreement or other events described in, this Agreementthe Capital Contribution of any Partner; and (Ef) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.5; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificate) relating to a merger, consolidation, combination or conversion of the Partnership pursuant to Article XIVInterests; and (ii2) execute, swear to, acknowledge, deliver, acknowledge and file and record all ballots, consents, approvals, waivers, certificates, documents certificates and other instruments that appropriate or necessary, in the General Partner or sole and absolute discretion of the Liquidator determines Attorney in Fact, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) to effectuate the terms or intent of this Agreement; provided that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) herein shall be construed as authorizing the General Partner Attorney in Fact to amend this Agreement except in accordance with Sections 5.6 and Article XIII 11 hereof or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a special power coupled with an interest, in recognition of the fact that each of the Limited Partners and Assignees will be relying upon the power of the Attorney in Fact to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive and, to the maximum extent permitted by law, shall and not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination Incapacity of any Limited Partner or Record Holder Assignee and the transfer Transfer of all or any portion of such Limited Partner’s or Record HolderPerson’s Partnership Interest and shall extend to such Limited Partner’s or Record HolderPerson’s heirs, successors, assigns, transferees and personal representatives. Each such Limited Partner or Record Holder and Assignee hereby agrees to be bound by any representation made by the General Partner or the Liquidator Attorney in Fact, acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record Holderand Assignee hereby waives, to the maximum fullest extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator Attorney in Fact, taken in good faith under such power of attorney. Each Limited Partner and Record Holder Assignee shall execute and deliver to the General Partner or the LiquidatorAttorney in Fact, within 15 fifteen (15) days after receipt of the Attorney in Fact’s request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request Attorney in order Fact deems necessary to effectuate this Agreement and the purposes of the Partnership. Notwithstanding anything else set forth in this Section 8.2, to the fullest extent permitted by law, no Limited Partner shall incur any personal liability for any action of the Attorney in Fact taken under such power of attorney.

Power of Attorney. (a) Each Limited Partner and Record Holder each Assignee hereby constitutes and appoints the General Partner and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the Liquidator, severally (and any successor to the Liquidator either thereof by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and xxxxx, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be deems necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all certificates, documents and other instruments that the General Partner or the Liquidator determines to be deems necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines to be deems necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this AgreementArticle IV, X, XI or XII; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.55.6; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificatemerger) relating to a merger, consolidation, combination merger or conversion consolidation of the Partnership pursuant to Article XIV; and (ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that necessary or appropriate, in the discretion of the General Partner or the Liquidator determines Liquidator, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) is necessary or appropriate, in the discretion of the General Partner or the Liquidator, to effectuate the terms or intent of this Agreement; provided provided, that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder Assignee and the transfer of all or any portion of such Limited Partner’s or Record HolderAssignee’s Partnership Interest and shall extend to such Limited Partner’s or Record HolderAssignee’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder Assignee hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record HolderAssignee, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder or Assignee shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order deems necessary to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each Limited Partner and Record Holder each Assignee hereby irrevocably constitutes and appoints the General Partner andPartner, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3any Liquidating Trustee, the Liquidator, severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-factfact of each, as the and each of those acting singly, in each case may be, with full power of substitution, as his its true and lawful agent and attorney-in-fact, with full power and authority in his its name, place and xxxxx, stead to: (i1) execute, swear to, seal, acknowledge, deliver, file and record in the appropriate public offices (Aa) all certificates, documents and other instruments (including including, without limitation, this Agreement and the Certificate of Limited Partnership and all amendments amendments, supplements or restatements hereof or thereof) that the General Partner or the Liquidator determines to be Liquidating Trustee deems appropriate or necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liabilityliability to the extent provided by applicable law) in the State of Delaware California and in all other jurisdictions in which the Partnership may conduct business or own property; (Bb) all certificates, documents and other instruments that the General Partner deems appropriate or the Liquidator determines necessary to be necessary or appropriate to reflect, in accordance with its terms, reflect any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreementits terms; (Cc) all certificates, documents conveyances and other instruments (including conveyances and a certificate of cancellation) or documents that the General Partner or the Liquidator determines to be Liquidating Trustee deems appropriate or necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; (d) all conveyances and other instruments or documents that the General Partner or the Liquidating Trustee deems appropriate or necessary to reflect the distribution or exchange of assets of the Partnership pursuant to the terms of this Agreement; (De) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the dissolution, liquidation or winding up of the Partnership or the admission, withdrawal, removal or substitution of any Partner pursuant to, or any of the other events described in, this AgreementArticle VIII, Article IX or Section 13.7 hereof or the Capital Contribution of any Partner; and (Ef) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.5; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificate) relating to a merger, consolidation, combination or conversion of the Partnership pursuant to Article XIVInterests; and (ii2) execute, swear to, acknowledge, deliver, acknowledge and file and record all ballots, consents, approvals, waivers, certificates, documents certificates and other instruments that appropriate or necessary, in the sole and absolute discretion of the General Partner or the Liquidator determines Partner, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) appropriate or necessary, in the sole and absolute discretion of the General Partner, to effectuate the terms or intent of this Agreement; provided that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) herein shall be construed as authorizing the General Partner to amend this Agreement except in accordance with this Article XIII hereof or as may be otherwise expressly provided for in this Agreement. (b) . The foregoing power of attorney is hereby declared to be irrevocable and a special power coupled with an interest, in recognition of the fact that each of the Limited Partners and Assignees will be relying upon the power of the General Partner to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive and, to the maximum extent permitted by law, shall and not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination Incapacity of any Limited Partner or Record Holder Assignee and the transfer Transfer of all or any portion of such Limited Partner’s or Record HolderAssignee’s Partnership Units or Partnership Interest and shall extend to such Limited Partner’s or Record HolderAssignee’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder Assignee hereby agrees to be bound by any representation made by the General Partner or the Liquidator Partner, acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record Holder, to the maximum extent permitted by law, Assignee hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator Partner, taken in good faith under such power of attorney. Each Limited Partner and Record Holder or Assignee shall execute and deliver to the General Partner or the LiquidatorLiquidating Trustee, within 15 fifteen (15) days after receipt of the General Partner’s or the Liquidating Trustee’s request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator Liquidating Trustee, as the case may request in order be, deems necessary to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each By executing this Agreement, each Limited Partner and Record Holder hereby each Assignee irrevocably constitutes and appoints the General Partner andPartner, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the any Liquidator, severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-factfact of each, as the and each of those acting singly, in each case may be, with full power of substitution, as his its true and lawful agent and attorney-in-fact, with full power and authority in his its name, place and xxxxx, stead to: (i) execute, swear to, seal, acknowledge, deliver, file and record in the appropriate public offices (Aa) all certificates, documents and other instruments (including including, without limitation, this Agreement and the Certificate of Limited Partnership and all amendments amendments, supplements or restatements hereof or thereof) that the General Partner or the Liquidator determines to be deems appropriate or necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liabilityliability to the extent provided by applicable law) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (Bb) all certificates, documents and other instruments that the General Partner or the Liquidator determines deems appropriate or necessary to be necessary or appropriate to reflect, in accordance with its terms, reflect any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreementits terms; (Cc) all certificates, documents conveyances and other instruments (including conveyances and a certificate of cancellation) or documents that the General Partner or the Liquidator determines to be deems appropriate or necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; (d) all conveyances and other instruments or documents that the General Partner or the Liquidator deems appropriate or necessary to reflect the distribution or exchange of assets of the Partnership pursuant to the terms of this Agreement; (De) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this AgreementArticle XI, Article XII or Article XIII hereof or to the Capital Contribution of any Partner; and (Ef) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.5; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificate) relating to a merger, consolidation, combination or conversion of the Partnership pursuant to Article XIVInterests; and (ii) execute, swear to, acknowledge, deliver, acknowledge and file and record all ballots, consents, approvals, waivers, certificates, documents certificates and other instruments that appropriate or necessary, as determined by the General Partner or the Liquidator determines Liquidator, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) appropriate or necessary, as determined by the General Partner or the Liquidator, to effectuate the terms or intent of this Agreement; provided that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) herein shall be construed as authorizing the General Partner or the Liquidator to amend this Agreement except in accordance with Article XIII Section 15.15 or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a special power coupled with an interest, in recognition of the fact that each of the Limited Partners and Assignees will be relying upon the power of the General Partner or the Liquidator to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive and, to the maximum extent permitted by law, shall and not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination Incapacity of any Limited Partner or Record Holder Assignee and the transfer Transfer of all or any portion of such Limited Partner’s or Record HolderAssignee’s Partnership Units or Partnership Interest and shall extend to such Limited Partner’s or Record HolderAssignee’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder Assignee hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith Liquidator, pursuant to such power of attorney; and each such Limited Partner or Record Holder, to the maximum extent permitted by law, Assignee hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder or Assignee shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the General Partner’s or the Liquidator’s request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator Liquidator, as the case may request in order be, deems necessary to effectuate this Agreement and the purposes of the Partnership. Notwithstanding anything else set forth in this Section 2.04(b), no Limited Partner shall incur any personal liability for any action of the General Partner or the Liquidator taken under such power of attorney.

Power of Attorney. (a) Each Limited Partner and Record Holder hereby constitutes and appoints the General Partner and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the Liquidator, severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and xxxxx, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all amendments to this Agreement adopted in accordance with the terms hereof and all certificates, documents and other instruments that the General Partner or the Liquidator determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines to be necessary or appropriate to reflect the dissolution and termination of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this AgreementAgreement (including, without limitation, issuance and cancellations of Special Voting Units pursuant to Section 5.3); (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.55.6; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificate) relating to a merger, consolidation, combination or conversion of the Partnership pursuant to Article XIVXIV or otherwise in connection with a change of jurisdiction of the Partnership; and (ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that the General Partner or the Liquidator determines to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) to effectuate the terms or intent of this Agreement; provided that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder and the transfer of all or any portion of such Limited Partner’s or Record Holder’s Partnership Interest and shall extend to such Limited Partner’s or Record Holder’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record Holder, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) A. Each Limited Partner and Record Holder each Assignee hereby constitutes and appoints the General Partner andPartner, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the any Liquidator, severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-factfact of each, as the and each of those acting singly, in each case may be, with full power of substitution, as his its true and lawful agent and attorney-in-fact, with full power and authority in his its name, place and xxxxx, stead to: (i1) execute, swear to, acknowledge, deliver, file file, and record in the appropriate public offices (Aa) all certificates, documents documents, and other instruments (including including, without limitation, this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be deems appropriate or necessary or appropriate to form, qualify qualify, or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners Limited Partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may or plans to conduct business or own property, including, without limitation, any documents necessary or advisable to convey any Contributed Property to the Partnership; (Bb) all certificatesinstruments that the General Partner deems appropriate or necessary to reflect any amendment, documents change, modification, or restatement of this Agreement in accordance with its terms; (c) all conveyances and other instruments or documents that the General Partner or the Liquidator determines to be deems appropriate or necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines to be necessary or appropriate to reflect the dissolution and termination of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; (Dd) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal removal, or substitution of any Partner pursuant to, or other events described in, this AgreementArticle 11, 12, or 13 or the Capital Contribution of any Partner; and (Ee) all certificates, documents documents, and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.5; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificate) relating to a merger, consolidation, combination or conversion of the Partnership pursuant to Article XIVInterest; and (ii2) execute, swear to, seal, acknowledge, deliver, and file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that appropriate or necessary, in the sole and absolute discretion of the General Partner or the Liquidator determines any Liquidator, to be necessary or appropriate to (A) make, evidence, give, confirm confirm, or ratify any vote, consent, approval, agreement agreement, or other action that which is made or given by the Partners hereunder or is consistent with the terms of this Agreement agreement or (B) appropriate or necessary, in the sole discretion of the General Partner or any Liquidator, to effectuate the terms or intent of this Agreement; provided that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) herein shall be construed as authorizing the General Partner or any Liquidator to amend this Agreement except in accordance with Article XIII 14 or as may be otherwise expressly provided for in this Agreement. (b) B. The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, in recognition of the fact that each of the Partners will be relying upon the power of the General Partner and any Liquidator to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive and, to the maximum extent permitted by law, shall and not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination Incapacity of any Limited Partner or Record Holder Assignee and the transfer Transfer of all or any portion of such Limited Partner’s 's or Record Holder’s Partnership Interest Assignee's OP Units and shall extend to such Limited Partner’s 's or Record Holder’s Assignee's heirs, successors, assigns, transferees and personal representatives. Each such Limited Partner or Record Holder Assignee hereby agrees to be bound by any representation made by the General Partner or the Liquidator any Liquidator, acting in good faith pursuant to such power of attorney; , and each such Limited Partner or Record Holder, to the maximum extent permitted by law, Assignee hereby waives any and all defenses that which may be available to contest, negate negate, or disaffirm the action of the General Partner or the Liquidator any Liquidator, taken in good faith under such power of attorney. Each Limited Partner and Record Holder or Assignee shall execute and deliver to the General Partner or the Liquidator, within 15 fifteen (15) days after receipt of the General Partner's or Liquidator's request therefor, such further designationdesignations, powers of attorney attorney, and other instruments as the General Partner or the Liquidator Liquidator, as the case may request in order be, deems necessary to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each Limited Partner and Record Holder each Assignee hereby constitutes and appoints the General Partner Chief Executive Officer and President of the Partnership and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the Liquidator, severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and xxxxx, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner Board of Supervisors or the Liquidator determines to be deems necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all certificates, documents and other instruments that the General Partner Board of Supervisors or the Liquidator determines to be deems necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner Board of Supervisors or the Liquidator determines to be deems necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this AgreementArticle IV, X, XI or XII; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.55.6; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificatemerger) relating to a merger, consolidation, combination merger or conversion consolidation of the Partnership pursuant to Article XIV; and and (ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that necessary or appropriate, in the General Partner discretion of the Board of Supervisors or the Liquidator determines Liquidator, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) is necessary or appropriate, in the discretion of the Board of Supervisors or the Liquidator, to effectuate the terms or intent of this Agreement; provided provided, that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner Chief Executive Officer and President of the Partnership and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner Board of Supervisors to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder Assignee and the transfer of all or any portion of such Limited Partner’s or Record HolderAssignee’s Partnership Interest and shall extend to such Limited Partner’s or Record HolderAssignee’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder Assignee hereby agrees to be bound by any representation made by the General Partner Chief Executive Officer or President of the Partnership or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record HolderAssignee, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner Chief Executive Officer or President of the Partnership or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder or Assignee shall execute and deliver to the General Partner Chief Executive Officer or President of the Partnership or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner Chief Executive Officer or President of the Partnership or the Liquidator may request in order deems necessary to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each Limited Partner and Record Holder each Assignee hereby constitutes and appoints the General Partner and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the Liquidator, severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his its true and lawful agent and attorney-in-fact, with full power and authority in his name, place and xxxxx, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be deems necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all certificates, documents and other instruments that the General Partner or the Liquidator determines to be deems necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines to be deems necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this AgreementArticle IV, X, XI or XII; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities Interests issued pursuant to Section 5.5hereto; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificatemerger) relating to a merger, consolidation, combination merger or conversion consolidation of the Partnership pursuant to Article XIV; and (ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that necessary or appropriate, in the discretion of the General Partner or the Liquidator determines Liquidator, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) is necessary or appropriate, in the discretion of the General Partner or the Liquidator, to effectuate the terms or intent of this Agreement; provided provided, that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder Assignee and the transfer of all or any portion of such Limited Partner’s 's or Record Holder’s Assignee's Partnership Interest and shall extend to such Limited Partner’s 's or Record Holder’s heirs, successors, Assignee's successors and assigns, transferees and personal representatives. Each such Limited Partner or Record Holder Assignee hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record HolderAssignee, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder or Assignee shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order deems necessary to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each Limited Partner and Record Holder hereby constitutes and appoints the General Partner and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the Liquidator, severally Liquidator (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and xxxxx, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all certificates, documents and other instruments that the General Partner or the Liquidator determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines to be necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this AgreementArticle IV, Article X, Article XI or Article XII; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.55.6; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificatemerger) relating to a merger, consolidation, combination consolidation or conversion of the Partnership pursuant to Article XIV; and (ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that the General Partner or the Liquidator determines to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) to effectuate the terms or intent of this Agreement; provided provided, that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by by, the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder and the transfer of all or any portion of such Limited Partner’s or Record Holder’s Partnership Limited Partner Interest and shall extend to such Limited Partner’s or Record Holder’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record HolderPartner, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. ‌ (a) Each Limited Partner and Record Holder each Assignee hereby constitutes and appoints the General Partner and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the Liquidator, severally (and any successor to the Liquidator either thereof by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and xxxxx, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be deems necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all certificates, documents and other instruments that the General Partner or the Liquidator determines to be deems necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines to be deems necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this AgreementARTICLE IV, ARTICLE X, ARTICLE XI or ARTICLE XII; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.55.6; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificatemerger) relating to a merger, consolidation, combination merger or conversion consolidation of the Partnership pursuant to Article ARTICLE XIV; and (ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that necessary or appropriate, in the discretion of the General Partner or the Liquidator determines Liquidator, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) is necessary or appropriate, in the discretion of the General Partner or the Liquidator, to effectuate the terms or intent of this Agreement; provided provided, that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article ARTICLE XIII or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder Assignee and the transfer of all or any portion of such Limited Partner’s or Record HolderAssignee’s Partnership Interest and shall extend to such Limited Partner’s or Record HolderAssignee’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder Assignee hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record HolderAssignee, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder or Assignee shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order deems necessary to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each Limited Partner and Record Holder Member hereby constitutes and appoints each of the General Partner Chief Executive Officer, the Chief Financial Officer and the Secretary and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.38.2, the Liquidator, severally Liquidator (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-factfact or authorized officers, as the case may be, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and xxxxx, to: (ia) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices offices: (Ai) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership Formation and all amendments or restatements hereof or thereof) that the General Partner Chief Executive Officer, the Chief Financial Officer, the Secretary or the Liquidator determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership Company as a limited partnership (or a partnership in which the limited partners have limited liability) liability company in the State of Delaware and in all other jurisdictions in which the Partnership Company may conduct business or own property; ; (Bii) all certificates, documents and other instruments that the General Partner Chief Executive Officer, the Chief Financial Officer, the Secretary or the Liquidator determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; ; (Ciii) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner Board of Directors or the Liquidator determines to be necessary or appropriate to reflect the dissolution dissolution, liquidation and termination of the Partnership Company pursuant to the terms of this Agreement; ; (Div) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner Member pursuant to, or other events described in, this Agreement; Articles III or VIII; (Ev) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities Shares issued pursuant to Section 5.53.2; and and (Fvi) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificatemerger) relating to a merger, consolidation, combination consolidation or conversion of the Partnership Company pursuant to Article XIV; andX. (iib) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that the General Partner Board of Directors or the Liquidator determines to be necessary or appropriate to (Ai) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners Members hereunder or is consistent with the terms of this Agreement or (Bii) to effectuate the terms or intent of this Agreement; provided provided, that when required by Section 13.3 9.2 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners Members or of the Limited Partners Members of any class or series required to take any action, the General Partner and Chief Executive Officer, the Chief Financial Officer, the Secretary or the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii2.6(b) only after the necessary vote, consent consent, approval, agreement or approval of such percentage other action of the Limited Partners Members or of the Limited Partners Members of such class or series, as applicable. Nothing contained in this Section 2.6(a) 2.6 shall be construed as authorizing the General Partner Chief Executive Officer, the Chief Financial Officer, the Secretary or the Liquidator to amend amend, change or modify this Agreement except in accordance with Article XIII IX and the Issued Preferred Shares Designations, as applicable, or as may be otherwise expressly provided for in this Agreement. (bc) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder Member and the transfer of all or any portion of such Limited PartnerMember’s or Record Holder’s Partnership Interest Shares and shall extend to such Limited Partner’s or Record HolderMember’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder Member hereby agrees to be bound by any representation made by the General Partner Chief Executive Officer, the Chief Financial Officer, the Secretary or the Liquidator Liquidator, acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record HolderMember, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner Chief Executive Officer, the Chief Financial Officer, the Secretary or the Liquidator Liquidator, taken in good faith under such power of attorneyattorney in accordance with this Section 2.6. Each Limited Partner and Record Holder Member shall execute and deliver to the General Partner Chief Executive Officer, the Chief Financial Officer, the Secretary or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner any of such officers or the Liquidator may request in order determines to be necessary or appropriate to effectuate this Agreement and the purposes of the PartnershipCompany.

Power of Attorney. (a) A. Each Limited Partner and Record Holder Assignee hereby irrevocably constitutes and appoints the General Partner andPartner, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the any Liquidator, severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-factfact of each (the “Attorney in Fact”), as the and each of those acting singly, in each case may be, with full power of substitution, as his its true and lawful agent and attorney-in-fact, with full power and authority in his its name, place and xxxxx, stead to: (i1) execute, swear to, seal, acknowledge, deliver, file and record in the appropriate public offices offices: (Aa) all certificates, documents and other instruments (including including, without limitation, this Agreement and the Certificate of Limited Partnership and all amendments amendments, supplements or restatements hereof or thereof) that the General Partner Attorney in Fact deems appropriate or the Liquidator determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liabilityliability to the extent provided by applicable law) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (Bb) all certificates, documents and other instruments that the General Partner Attorney in Fact deems appropriate or the Liquidator determines necessary to be necessary or appropriate to reflect, in accordance with its terms, reflect any amendment, change, modification or restatement of this Agreement authorized duly adopted in accordance with its terms; (c) all conveyances and other instruments or documents that the Attorney in Fact deems appropriate or necessary to reflect the dissolution and winding up of the Partnership pursuant to the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and including, without limitation, a certificate of cancellation; (d) all conveyances and other instruments or documents that the General Partner Attorney in Fact deems appropriate or the Liquidator determines to be necessary or appropriate to reflect the dissolution and termination distribution or exchange of assets of the Partnership pursuant to the terms of this Agreement; (De) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, acceptance, withdrawal, removal or substitution of any Partner pursuant to, to the terms of this Agreement or other events described in, this Agreementthe Capital Contribution of any Partner; and (Ef) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.5; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificate) relating to a merger, consolidation, combination or conversion of the Partnership pursuant to Article XIVInterests; and (ii2) execute, swear to, acknowledge, deliver, acknowledge and file and record all ballots, consents, approvals, waivers, certificates, documents certificates and other instruments that appropriate or necessary, in the General Partner or sole and absolute discretion of the Liquidator determines Attorney in Fact, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) to effectuate the terms or intent of this Agreement; provided that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) herein shall be construed as authorizing the General Partner Attorney in Fact to amend this Agreement except in accordance with Article XIII Section 14.2 hereof or as may be otherwise expressly provided for in this Agreement. (b) B. The foregoing power of attorney is hereby declared to be irrevocable and a special power coupled with an interest, in recognition of the fact that each of the Limited Partners and Assignees will be relying upon the power of the Attorney in Fact to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive and, to the maximum extent permitted by law, shall and not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination Incapacity of any Limited Partner or Record Holder Assignee and the transfer Transfer of all or any portion of such Limited Partner’s or Record HolderPerson’s Partnership Interest and shall extend to such Limited Partner’s or Record HolderPerson’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder and Assignee hereby agrees to be bound by any representation made by the General Partner or the Liquidator Attorney in Fact, acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record Holderand, to the maximum fullest extent permitted by law, each such Limited Partner and Assignee hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator Liquidator, taken in good faith under such power of attorney. Each Limited Partner and Record Holder Assignee shall execute and deliver to the General Partner or the Liquidator, within 15 fifteen (15) days after receipt of the General Partner’s or the Liquidator’s request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator (as the case may request in order be) deems necessary to effectuate this Agreement and the purposes of the Partnership. Notwithstanding anything else set forth in this Section 2.4.B, no Limited Partner shall incur any personal liability for any action of the Attorney in Fact taken under such power of attorney.

Power of Attorney. (a) A. Each Limited Partner and Record Holder Assignee hereby irrevocably constitutes and appoints the General Partner andPartner, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the any Liquidator, severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-factfact of each (the “Attorney in Fact”), as the and each of those acting singly, in each case may be, with full power of substitution, as his its true and lawful agent and attorney-in-fact, with full power and authority in his its name, place and xxxxx, stead to: (i1) execute, swear to, seal, acknowledge, deliver, file and record in the appropriate public offices offices: (Aa) all certificates, documents and other instruments (including including, without limitation, this Agreement and the Certificate of Limited Partnership and all amendments amendments, supplements or restatements hereof or thereof) that the General Partner Attorney in Fact deems appropriate or the Liquidator determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liabilityliability to the extent provided by applicable law) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (Bb) all certificates, documents and other instruments that the General Partner Attorney in Fact deems appropriate or the Liquidator determines necessary to be necessary or appropriate to reflect, in accordance with its terms, reflect any amendment, change, modification or restatement of this Agreement authorized duly adopted in accordance with its terms; (c) all conveyances and other instruments or documents that the Attorney in Fact deems appropriate or necessary to reflect the dissolution and winding up of the Partnership pursuant to the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and including, without limitation, a certificate of cancellation; (d) all conveyances and other instruments or documents that the General Partner Attorney in Fact deems appropriate or the Liquidator determines to be necessary or appropriate to reflect the dissolution and termination distribution or exchange of assets of the Partnership pursuant to the terms of this Agreement; (De) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, acceptance, withdrawal, removal or substitution of any Partner pursuant to, to the terms of this Agreement or other events described in, this Agreementthe Capital Contribution of any Partner; and (Ef) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.5; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificate) relating to a merger, consolidation, combination or conversion of the Partnership pursuant to Article XIVInterests; and (ii2) execute, swear to, acknowledge, deliver, acknowledge and file and record all ballots, consents, approvals, waivers, certificates, documents certificates and other instruments that appropriate or necessary, in the General Partner or sole and absolute discretion of the Liquidator determines Attorney in Fact, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) to effectuate the terms or intent of this Agreement; provided that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) herein shall be construed as authorizing the General Partner Attorney in Fact to amend this Agreement except in accordance with Article XIII Section 14.2 hereof or as may be otherwise expressly provided for in this Agreement. (b) B. The foregoing power of attorney is hereby declared to be irrevocable and a special power coupled with an interest, in recognition of the fact that the General Partner and the Liquidator will be relying upon the power of the Attorney in Fact to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive and, to the maximum extent permitted by law, shall and not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination Incapacity of any Limited Partner or Record Holder and Assignee or the transfer Transfer of all or any portion of such Limited Partner’s or Record HolderPerson’s Partnership Interest and shall extend to such Limited Partner’s or Record HolderPerson’s heirs, successors, assigns, transferees and personal representatives. Each such Limited Partner or Record Holder and Assignee hereby agrees to be bound by any representation made by the General Partner or the Liquidator Attorney in Fact, acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record Holderand, to the maximum fullest extent permitted by law, each such Limited Partner and Assignee hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator Liquidator, taken in good faith under such power of attorney. Each Limited Partner and Record Holder Assignee shall execute and deliver to the General Partner or the Liquidator, within 15 fifteen (15) days after receipt of the General Partner’s or the Liquidator’s request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator (as the case may request in order be) deems necessary to effectuate this Agreement and the purposes of the Partnership. Notwithstanding anything else set forth in this Section 2.4.B, no Limited Partner shall incur any personal liability for any action of the Attorney in Fact taken under such power of attorney.

Power of Attorney. (a) Each Limited Partner and Record Holder each Assignee hereby constitutes and appoints each of the General Partner and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.314.3, the Liquidator, Liquidator severally (and any successor to the Liquidator either thereof by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and xxxxx, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be deems necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all certificates, documents and other instruments that the General Partner or the Liquidator determines to be deems necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines to be deems necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this AgreementArticle XI, XII, XIII or XIV; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.54.4; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificatemerger) relating to a merger, consolidation, combination merger or conversion consolidation of the Partnership pursuant to Article XIVXVI; and (ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that necessary or appropriate, in the sole discretion of the General Partner or the Liquidator determines Liquidator, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) is necessary or appropriate, in the sole discretion of the General Partner or the Liquidator, to effectuate the terms or intent of this Agreement; provided provided, that when required by Section 13.3 15.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and or the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii1.4(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a1.4(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII XV or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall and not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder Assignee and the transfer of all or any portion of such Limited Partner’s 's or Record Holder’s Assignee's Partnership Interest and shall extend to such Limited Partner’s 's or Record Holder’s Assignee's heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder Assignee hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record Holder, to the maximum extent permitted by law, Assignee hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder or Assignee shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the General Partner's or the Liquidator's request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order deems necessary to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each Limited Partner and Record Holder Member hereby constitutes and appoints the General Partner and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the Liquidator, severally (Manager and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their its authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and xxxxx, to: (i) 1.6.1. execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) offices: 1.6.1.1. all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership Formation and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator Manager determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership Fund as a limited partnership (or a partnership in which the limited partners have limited liability) liability company in the State of Delaware and in all other jurisdictions in which the Partnership Fund may conduct business or own property; (B) ; 1.6.1.2. all certificates, documents and other instruments that the General Partner Manager determines to be necessary or appropriate to use assumed names; 1.6.1.3. all certificates, documents and other instruments that the Liquidator Manager determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) ; 1.6.1.4. all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator Manager determines to be necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership Fund pursuant to the terms of this Agreement; (D) ; 1.6.1.5. all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner Member pursuant to, or other events described in, in this Agreement; (E) and 1.6.1.6. all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities Shares issued pursuant to Section 5.5; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificate) relating to a merger, consolidation, combination or conversion of the Partnership pursuant to Article XIV; andthis Agreement; (ii) 1.6.2. execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that the General Partner or the Liquidator Manager determines to be necessary or appropriate to (Ai) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners Members hereunder or is consistent with the terms of this Agreement or (Bii) to effectuate the terms or intent of this Agreement; provided provided, however, that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners Members or of the Limited Partners Members of any class or series required to take any action, the General Partner and the Liquidator Manager may exercise the power of attorney made in this Section 2.6(a)(ii) 1.7.2 only after the necessary vote, consent or approval of such percentage of the Limited Partners Members or of the Limited Partners Members of such class or series, as applicable. Nothing contained in this Section 2.6(a) 1.6 shall be construed as authorizing the General Partner Manager to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement. (b) . The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder Member and the transfer Transfer of all or any portion of such Limited PartnerMember’s or Record Holder’s Partnership Interest Shares and shall extend to such Limited Partner’s or Record HolderMember’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder Member hereby agrees to be bound by any representation made by the General Partner or the Liquidator Manager, acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record HolderMember, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator Manager, taken in good faith under such power of attorney. Each Limited Partner and Record Holder Member shall execute and deliver to the General Partner or the LiquidatorManager, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner Manager determines to be necessary or the Liquidator may request in order appropriate to effectuate this Agreement and the purposes of the PartnershipFund.

Power of Attorney. (a) Each Subject to the limitations of Section 14.2, each Limited Partner and Record Holder Assignee hereby constitutes and appoints the General Partner andPartner, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the any Liquidator, severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-factfact of each, as the and each of those acting singly, in each case may be, with full power of substitution, substitution to act in good faith as his its true and lawful agent and attorney-in-fact, with full power and authority in his its name, place and xxxxx, stead to: (i) execute, swear to, seal, acknowledge, deliver, file and record in the appropriate public offices (Aa) all certificates, documents and other instruments (including including, without limitation, this Agreement and the Certificate of Limited Partnership and all amendments amendments, supplements or restatements hereof or thereof) that the General Partner or the Liquidator determines to be deems appropriate or necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liabilityliability to the extent provided by applicable law) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (Bb) all certificates, documents and other instruments that the General Partner deems appropriate or the Liquidator determines necessary to be necessary or appropriate to reflect, in accordance with its terms, reflect any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreementits terms; (Cc) all certificates, documents conveyances and other instruments (including conveyances and a certificate of cancellation) or documents that the General Partner or the Liquidator determines to be Liquidator, as the case may be, deems appropriate or necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; and (Dd) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the Capital Contribution of any Partner or the admission, withdrawal, removal or substitution of any Partner made pursuant to, or other events described in, to the terms of this Agreement; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.5; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificate) relating to a merger, consolidation, combination or conversion of the Partnership pursuant to Article XIV; and (ii) execute, swear to, acknowledge, deliver, acknowledge and file and record all the ballots, consents, approvals, waivers, certificates, documents certificates and other instruments that the General Partner appropriate or the Liquidator determines necessary to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) appropriate or necessary to effectuate the terms or intent of the parties to this Agreement; provided that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) herein shall be construed as authorizing the General Partner to (A) amend this Agreement except in accordance with Article XIII Section 14.2 hereof or as may be otherwise expressly provided for in this AgreementAgreement or (B) limit in any manner the right of the Xxxxxxx Limited Partners to consent to the actions specified herein that require the Consent of the Xxxxxxx Limited Partners. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, in recognition of the fact that each of the Partners and Assignees will be relying upon the power of the General Partner to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive and, to the maximum extent permitted by law, shall and not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination Incapacity of any Limited Partner or Record Holder Assignee and the transfer Transfer of all or any portion of such Limited Partner’s or Record Holder’s Person's Partnership Interest and shall extend to such Limited Partner’s or Record Holder’s Person's heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record Holder, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder shall execute and deliver to the General Partner or the Liquidator, within 15 fifteen (15) days after receipt of the General Partner's or the Liquidator's request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator Liquidator, as the case may request in order be, deems necessary to effectuate this Agreement and the purposes of the Partnership. Notwithstanding anything else set forth in this Section 2.4(b), no Limited Partner shall incur any personal liability for any action of the General Partner or the Liquidator taken under such power of attorney.

Power of Attorney. (a) Each Limited Partner and Record Holder Member hereby constitutes and appoints each of the General Partner Chief Executive Officer, the Chief Financial Officer and the Secretary and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.38.2, the Liquidator, severally Liquidator (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-factfact or authorized officers, as the case may be, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and xxxxx, to: (ia) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices offices: (Ai) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership Formation and all amendments or restatements hereof or thereof) that the General Partner Chief Executive Officer, the Chief Financial Officer, the Secretary or the Liquidator determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership Company as a limited partnership (or a partnership in which the limited partners have limited liability) liability company in the State of Delaware and in all other jurisdictions in which the Partnership Company may conduct business or own property; ; (Bii) all certificates, documents and other instruments that the General Partner Chief Executive Officer, the Chief Financial Officer, the Secretary or the Liquidator determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; ; (Ciii) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner Board of Directors or the Liquidator determines to be necessary or appropriate to reflect the dissolution dissolution, liquidation and termination of the Partnership Company pursuant to the terms of this Agreement; ; (Div) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner Member pursuant to, or other events described in, this Agreement; Articles III or VIII; (Ev) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities Shares issued pursuant to Section 5.53.2; and and (Fvi) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificatemerger) relating to a merger, consolidation, combination consolidation or conversion of the Partnership Company pursuant to Article XIV; andX. (iib) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that the General Partner Board of Directors or the Liquidator determines to be necessary or appropriate to (Ai) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners Members hereunder or is consistent with the terms of this Agreement or (Bii) to effectuate the terms or intent of this Agreement; provided provided, that when required by Section 13.3 9.2 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners Members or of the Limited Partners Members of any class or series required to take any action, the General Partner and Chief Executive Officer, the Chief Financial Officer, the Secretary or the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii2.6(b) only after the necessary vote, consent consent, approval, agreement or approval of such percentage other action of the Limited Partners Members or of the Limited Partners Members of such class or series, as applicable. Nothing contained in this Section 2.6(a) 2.6 shall be construed as authorizing the General Partner Chief Executive Officer, the Chief Financial Officer, the Secretary or the Liquidator to amend amend, change or modify this Agreement except in accordance with Article XIII IX or as may be otherwise expressly provided for in this Agreement. (bc) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder Member and the transfer of all or any portion of such Limited PartnerMember’s or Record Holder’s Partnership Interest Shares and shall extend to such Limited Partner’s or Record HolderMember’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder Member hereby agrees to be bound by any representation made by the General Partner Chief Executive Officer, the Chief Financial Officer, the Secretary or the Liquidator Liquidator, acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record HolderMember, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner Chief Executive Officer, the Chief Financial Officer, the Secretary or the Liquidator Liquidator, taken in good faith under such power of attorneyattorney in accordance with this Section 2.6. Each Limited Partner and Record Holder Member shall execute and deliver to the General Partner Chief Executive Officer, the Chief Financial Officer, the Secretary or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner any of such officers or the Liquidator may request in order determines to be necessary or appropriate to effectuate this Agreement and the purposes of the PartnershipCompany.

Power of Attorney. (a) Each Limited Partner and Record Holder who is an individual hereby constitutes and appoints the General Partner and(or the liquidator, if a Liquidator (other than the General Partnerapplicable) shall have been selected pursuant to Section 12.3, the Liquidator, severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his or her true and lawful agent and attorney-in-fact, with full power and authority in his his, her or its name, place and xxxxxstead, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) this Agreement, all certificates, documents certificates and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that thereof which the General Partner deems appropriate or the Liquidator determines to be necessary or appropriate to form, qualify or continue the existence or qualification of of, the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all certificates, documents and other instruments that which the General Partner deems appropriate or the Liquidator determines necessary to be necessary or appropriate to reflect, in accordance with its terms, reflect any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreementits terms; (C) all certificates, documents conveyances and other instruments (including conveyances and a certificate of cancellation) that or documents which the General Partner deems appropriate or the Liquidator determines to be necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement, including a certificate of cancellation; and (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal withdrawal or substitution of any Partner pursuant to, or other events described in, this Agreement; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.5; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificate) relating to a merger, consolidation, combination or conversion of the Partnership pursuant to Article XIVXII or Article XIII; and (ii) sign, execute, swear to, acknowledge, deliver, file to and record acknowledge all ballots, consents, approvals, waivers, certificates, documents certificates and other instruments that appropriate or necessary, in the reasonable judgment of the General Partner or the Liquidator determines Partner, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that which is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) Agreement, in the reasonable judgment of the General Partner, to effectuate the terms or intent of this Agreement; provided that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy bankruptcy, insolvency or termination of any Limited Partner or Record Holder who is an individual and the transfer of all or any portion of such his, her or its Limited Partner’s or Record Holder’s Partnership Partner Interest and shall extend to such Limited Partner’s or Record Holder’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder hereby agrees . (c) For avoidance of doubt, this Section 16.01 shall not apply to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record Holder, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order to effectuate this Agreement and the purposes of the PartnershipSeries A Preferred Unitholder.

Power of Attorney. (a) Each Limited Partner and Record Holder each Assignee hereby constitutes and appoints each of the General Partner and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.314.3, the Liquidator, Liquidator severally (and any successor to the Liquidator either thereof by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and xxxxx, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be deems necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all certificates, documents and other instruments that the General Partner or the Liquidator determines to be deems necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines to be deems necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this AgreementArticle XI, XII, XIII or XIV; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.54.4; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificatemerger) relating to a merger, consolidation, combination merger or conversion consolidation of the Partnership pursuant to Article XIVXVI; and (ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that necessary or appropriate, in the sole discretion of the General Partner or the Liquidator determines Liquidator, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) is necessary or appropriate, in the sole discretion of the General Partner or the Liquidator, to effectuate the terms or intent of this Agreement; provided provided, that when required by Section 13.3 15.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and or the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii1.4(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a1.4(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII XV or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall and not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder Assignee and the transfer of all or any portion of such Limited Partner’s or Record HolderAssignee’s Partnership Interest and shall extend to such Limited Partner’s or Record HolderAssignee’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder Assignee hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record Holder, to the maximum extent permitted by law, Assignee hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder or Assignee shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the General Partner’s or the Liquidator’s request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order deems necessary to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each Limited Partner and Record Holder hereby constitutes and appoints the General Partner and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the Liquidator, severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his or her true and lawful agent and attorney-in-fact, with full power and authority in his or her name, place and xxxxx, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices offices: (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; ; (B) all amendments to this Agreement adopted in accordance with the terms hereof and all certificates, documents and other instruments that the General Partner or the Liquidator determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; ; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines to be necessary or appropriate to reflect the dissolution and termination of the Partnership pursuant to the terms of this Agreement; ; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this Agreement; Agreement (including issuance and cancellations of Special Voting Units pursuant to Section 5.3); (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.55.6; and and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificate) relating to a merger, consolidation, combination or conversion of the Partnership pursuant to Article XIVXIV or otherwise in connection with a change of jurisdiction of the Partnership; and (ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that the General Partner or the Liquidator determines to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) to effectuate the terms or intent of this Agreement; provided that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder and the transfer of all or any portion of such Limited Partner’s or Record Holder’s Partnership Interest and shall extend to such Limited Partner’s or Record Holder’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record Holder, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) A. Each Limited Partner and Record Holder hereby constitutes each Assignee who accepts Partnership Units (or any rights, benefits or privileges associated therewith) is deemed to irrevocably constitute and appoints the General Partner and, if a Liquidator (other than appoint the General Partner) shall have been selected pursuant to Section 12.3, the any Liquidator, severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-factfact of each, as the and each of those acting singly, in each case may be, with full power of substitution, as his its true and lawful agent and attorney-in-fact, with full power and authority in his its name, place and xxxxx, stead to: (i1) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (Aa) all certificates, documents and other instruments (including including, without limitation, this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be deems appropriate or necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may or plans to conduct business or own property; (Bb) all certificates, documents and other instruments that the General Partner or the Liquidator determines deems appropriate or necessary to be necessary or appropriate to reflect, in accordance with its terms, reflect any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreementits terms; (Cc) all certificates, documents conveyances and other instruments (including conveyances and a certificate of cancellation) or documents that the General Partner deems appropriate or the Liquidator determines to be necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; (Dd) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this AgreementArticle 11, 12 or 13 hereof or the Capital Contribution of any Partner; and (Ee) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.5; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificate) relating to a merger, consolidation, combination or conversion of the Partnership pursuant to Article XIVInterests; and (ii2) execute, swear to, acknowledgeseal, deliver, acknowledge and file and record all ballots, consents, approvals, waivers, certificates, documents certificates and other instruments that appropriate or necessary, in the sole and absolute discretion of the General Partner or the Liquidator determines any Liquidator, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that which is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) appropriate or necessary, in the sole discretion of the General Partner or any Liquidator, to effectuate the terms or intent of this Agreement; provided that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) herein shall be construed as authorizing the General Partner or any Liquidator to amend this Agreement except in accordance with Article XIII 14 hereof or as may be otherwise expressly provided for in this Agreement. (b) B. The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, in recognition of the fact that each of the Partners will be relying upon the power of the General Partner and any Liquidator to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive and, to the maximum extent permitted by law, shall and not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination Incapacity of any Limited Partner or Record Holder Assignee and the transfer of all or any portion of such Limited Partner’s 's or Record Holder’s Assignee's Partnership Interest Units and shall extend to such Limited Partner’s 's or Record Holder’s Assignee's heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder Assignee hereby agrees to be bound by any representation made by the General Partner or the Liquidator any Liquidator, acting in good faith pursuant to such power of attorney; , and each such Limited Partner or Record Holder, to the maximum extent permitted by law, Assignee hereby waives any and all defenses that which may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator any Liquidator, taken in good faith under such power of attorney. Each Limited Partner and Record Holder or Assignee shall execute and deliver to the General Partner or the Liquidator, within 15 fifteen (15) days after receipt of the General Partner's or Liquidator's request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator Liquidator, as the case may request in order be, deems necessary to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each Limited Partner and Record Holder or Assignee hereby constitutes and appoints the General Partner and, if a Liquidator (other than and the General Partner) shall have been selected pursuant to Section 12.3, the Liquidator, severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may beliquidators, with full power of substitution, as his or its true and lawful agent and attorney-in-fact, with full power and authority in his or its name, place and xxxxxstead, to: : (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) this Agreement, all certificates, documents certificates and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that thereof which the General Partner deems appropriate or the Liquidator determines to be necessary or appropriate to form, qualify qualify, or continue the existence or qualification of of, the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State Commonwealth of Delaware Pennsylvania and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all certificates, documents and other instruments that which the General Partner deems appropriate or the Liquidator determines necessary to be necessary or appropriate to reflect, in accordance with its terms, reflect any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreementits terms; (C) all certificates, documents conveyances and other instruments (including conveyances and a certificate of cancellation) that or documents which the General Partner deems appropriate or the Liquidator determines to be necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement, including a certificate of cancellation; and (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal withdrawal or substitution of any Partner pursuant to, or other events described in, this Agreement; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued Assignee pursuant to Section 5.5Article X or XI; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificate) relating to a merger, consolidation, combination or conversion of the Partnership pursuant to Article XIV; and (ii) sign, execute, swear to, acknowledge, deliver, file to and record acknowledge all ballots, consents, approvals, waivers, certificates, documents certificates and other instruments that appropriate or necessary, in the reasonable judgment of the General Partner or the Liquidator determines Partner, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that which is made or given by the Partners hereunder or is consistent with the terms of this Agreement and/or appropriate or necessary (B) and not inconsistent with the terms of this Agreement), in the reasonable judgment of the General Partner, to effectuate the terms or intent of this Agreement; provided that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy bankruptcy, insolvency or termination of any Limited Partner or Record Holder Assignee and the transfer of all or any portion of such Limited Partner’s his or Record Holder’s Partnership its Percentage Interest and shall extend to such Limited Partner’s Partner or Record Holder’s Assignee's heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record Holder, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) A. Each Limited Partner and Record Holder Assignee hereby irrevocably constitutes and appoints the General Partner andPartner, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the any Liquidator, severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-factfact of each (the “Attorney in Fact”), as the and each of those acting singly, in each case may be, with full power of substitution, as his its true and lawful agent and attorney-in-fact, with full power and authority in his its name, place and xxxxx, stead to: (i1) execute, swear to, seal, acknowledge, deliver, file and record in the appropriate public offices offices: (Aa) all certificates, documents and other instruments (including including, without limitation, this Agreement and the Certificate of Limited Partnership and all amendments amendments, supplements or restatements hereof or thereof) that the General Partner Attorney in Fact deems appropriate or the Liquidator determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liabilityliability to the extent provided by applicable law) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (Bb) all certificates, documents and other instruments that the General Partner Attorney in Fact deems appropriate or the Liquidator determines necessary to be necessary or appropriate to reflect, in accordance with its terms, reflect any amendment, change, modification or restatement of this Agreement authorized duly adopted in accordance with its terms; (c) all conveyances and other instruments or documents that the Attorney in Fact deems appropriate or necessary to reflect the dissolution and winding up of the Partnership pursuant to the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and including, without limitation, a certificate of cancellation; (d) all conveyances and other instruments or documents that the General Partner Attorney in Fact deems appropriate or the Liquidator determines to be necessary or appropriate to reflect the dissolution and termination distribution or exchange of assets of the Partnership pursuant to the terms of this Agreement; (De) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, acceptance, withdrawal, removal or substitution of any Partner pursuant to, to the terms of this Agreement or other events described in, this Agreementthe Capital Contribution of any Partner; and (Ef) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.5; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificate) relating to a merger, consolidation, combination or conversion of the Partnership pursuant to Article XIVInterests; and (ii2) execute, swear to, acknowledge, deliver, acknowledge and file and record all ballots, consents, approvals, waivers, certificates, documents certificates and other instruments that appropriate or necessary, in the General Partner or sole and absolute discretion of the Liquidator determines Attorney in Fact, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) to effectuate the terms or intent of this Agreement; provided that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) herein shall be construed as authorizing the General Partner Attorney in Fact to amend this Agreement except in accordance with Article XIII Sections 5.4, 7.3.C, and 14.2 hereof or as may be otherwise expressly provided for in this Agreement. (b) B. The foregoing power of attorney is hereby declared to be irrevocable and a special power coupled with an interest, in recognition of the fact that each of the Limited Partners and Assignees will be relying upon the power of the Attorney in Fact to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive and, to the maximum extent permitted by law, shall and not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination Incapacity of any Limited Partner or Record Holder Assignee and the transfer Transfer of all or any portion of such Limited Partner’s or Record HolderPerson’s Partnership Interest and shall extend to such Limited Partner’s or Record HolderPerson’s heirs, successors, assigns, transferees and personal representatives. Each such Limited Partner or Record Holder and Assignee hereby agrees to be bound by any representation made by the General Partner or the Liquidator Attorney in Fact, acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record Holderand Assignee hereby waives, to the maximum fullest extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator Attorney in Fact, taken in good faith under such power of attorney. Each Limited Partner and Record Holder Assignee shall execute and deliver to the General Partner or the LiquidatorAttorney in Fact, within 15 fifteen (15) days after receipt of the Attorney in Fact’s request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request Attorney in order Fact deems necessary to effectuate this Agreement and the purposes of the Partnership. Notwithstanding anything else set forth in this Section 2.4.B, to the fullest extent permitted by law, no Limited Partner shall incur any personal liability for any action of the Attorney in Fact taken under such power of attorney.

Power of Attorney. (a) Each Limited Partner and Record Holder Member hereby constitutes and appoints the General Partner Manager and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.311.2, the Liquidator, severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-attorneys in fact, as the case may be, with full power of substitution, as his or her true and lawful agent and attorney-in-attorney in fact, with full power and authority in his or her name, place and xxxxx, to: (ia) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices offices: (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership Formation and all amendments or restatements hereof or thereof) that the General Partner Manager, or the Liquidator Liquidator, determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership Company as a series limited partnership (or a partnership in which the limited partners have limited liability) liability company in the State of Delaware and in all other jurisdictions in which the Partnership Company or any Series may conduct business or own property; (B) all certificates, documents and other instruments that the General Partner Manager, or the Liquidator Liquidator, determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner Manager or the Liquidator determines to be necessary or appropriate to reflect the dissolution and dissolution, liquidation or termination of the Partnership Company or a Series pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal withdrawal or substitution of any Partner Member pursuant to, or in connection with other events described in, this AgreementARTICLE III or ARTICLE XI; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series Interests of Partnership Securities a Series issued pursuant to Section 5.53.3; (F) all certificates, documents and other instruments that the Manager or Liquidator determines to be necessary or appropriate to maintain the separate rights, assets, obligations and liabilities of each Series; and (FG) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificatemerger) relating to a merger, consolidation, combination consolidation or conversion of the Partnership pursuant to Article XIVCompany; and (iib) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that the General Partner Manager or the Liquidator determines to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by any of the Partners Members hereunder or is consistent with the terms of this Agreement or (B) to effectuate the terms or intent of this Agreement; provided provided, that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners Members or of the Limited Partners Members of any class or series Series required to take any action, the General Partner and Manager, or the Liquidator Liquidator, may exercise the power of attorney made in this Section 2.6(a)(ii) paragraph only after the necessary vote, consent consent, approval, agreement or approval of such percentage other action of the Limited Partners Members or of the Limited Partners Members of such class or seriesSeries, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner Manager, or the Liquidator, to amend amend, change or modify this Agreement except in accordance with Article XIII ARTICLE XII or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder Member and the transfer of all or any portion of such Limited Partner’s or Record Holder’s Partnership Interest Members Interests and shall extend to such Limited Partner’s or Record Holder’s Members heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder Member hereby agrees to be bound by any representation made by any officer of the General Partner Manager, or the Liquidator Liquidator, acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record HolderMember, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner Manager, or the Liquidator Liquidator, taken in good faith under such power of attorneyattorney in accordance with this Section. Each Limited Partner and Record Holder Member shall execute and deliver to the General Partner Manager, or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner any of such Officers or the Liquidator may request in order determines to be necessary or appropriate to effectuate this Agreement and the purposes of the PartnershipCompany.

Power of Attorney. (a) Each The Limited Partner and Record Holder hereby constitutes and appoints each of the General Partner and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.313.3, the Liquidator, Liquidator severally (and any successor to the Liquidator either thereof by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his its true and lawful agent and attorney-in-fact, with full power and authority in his its name, place and xxxxxstead, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be deems necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all certificates, documents and other instruments that the General Partner or the Liquidator determines to be deems necessary or appropriate to reflect, in accordance with its terms, any amendment, changecharge, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines to be deems necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this AgreementArticle X, XI, XII or XIII; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.5Interests; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificatemerger) relating to a merger, consolidation, combination merger or conversion consolidation of the Partnership pursuant to Article XIVXV; and (ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that necessary or appropriate, in the sole discretion of the General Partner or the Liquidator determines Liquidator, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) is necessary or appropriate, in the sole discretion of the General Partner or the Liquidator, to effectuate the terms or intent of this Agreement; provided provided, that when the approval of the Limited Partner is required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any actionAgreement, the General Partner and or the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii1.4(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicablePartner is obtained. Nothing contained in this Section 2.6(a1.4(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII XIV or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall and not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any the Limited Partner or Record Holder and the transfer of all or any portion of such the Limited Partner’s or Record Holder’s 's Partnership Interest and shall extend to such the Limited Partner’s or Record Holder’s 's heirs, successors, assigns, transferees assigns and personal representatives. Each such The Limited Partner or Record Holder hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such the Limited Partner or Record Holder, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each The Limited Partner and Record Holder shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the General Partner's or the Liquidator's request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order deems necessary to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each Limited Partner and Record Holder Member hereby constitutes and appoints the General Partner and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the Liquidator, severally (Manager and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their its authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and xxxxx, to: (i) 1.6.1. execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) offices: 1.6.1.1. all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership Formation and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator Manager determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership Fund as a limited partnership (or a partnership in which the limited partners have limited liability) liability company in the State of Delaware and in all other jurisdictions in which the Partnership Fund may conduct business or own property; (B) ; 1.6.1.2. all certificates, documents and other instruments that the General Partner Manager determines to be necessary or appropriate to use assumed names; 1.6.1.3. all certificates, documents and other instruments that the Liquidator Manager determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) ; 1.6.1.4. all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator Manager determines to be necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership Fund pursuant to the terms of this Agreement; (D) ; 1.6.1.5. all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner Member pursuant to, or other events described in, this Agreement; (E) and 1.6.1.6. all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities Shares issued pursuant to Section 5.5; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificate) relating to a merger, consolidation, combination or conversion of the Partnership pursuant to Article XIV; andthis Agreement; (ii) 1.6.2. execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that the General Partner or the Liquidator Manager determines to be necessary or appropriate to (Ai) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners Members hereunder or is consistent with the terms of this Agreement or (Bii) to effectuate the terms or intent of this Agreement; provided provided, however, that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners Members or of the Limited Partners Members of any class or series required to take any action, the General Partner and the Liquidator Manager may exercise the power of attorney made in this Section 2.6(a)(ii) 1.6.2 only after the necessary vote, consent or approval of such percentage of the Limited Partners Members or of the Limited Partners Members of such class or series, as applicable. Nothing contained in this Section 2.6(a) 1.6 shall be construed as authorizing the General Partner Manager to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement. (b) . The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder Member and the transfer Transfer of all or any portion of such Limited PartnerMember’s or Record Holder’s Partnership Interest Shares and shall extend to such Limited Partner’s or Record HolderMember’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder Member hereby agrees to be bound by any representation made by the General Partner or the Liquidator Manager, acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record HolderMember, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator Manager, taken in good faith under such power of attorney. Each Limited Partner and Record Holder Member shall execute and deliver to the General Partner or the LiquidatorManager, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner Manager determines to be necessary or the Liquidator may request in order appropriate to effectuate this Agreement and the purposes of the PartnershipFund.

Power of Attorney. (a) Each Limited Partner and Record Holder hereby constitutes and appoints the General Partner and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the Liquidator, severally Liquidator (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and xxxxx, tosxxxx: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all certificates, documents and other instruments that the General Partner or the Liquidator determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines to be necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this AgreementArticle IV, Article X, Article XI or Article XII; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.55.6; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificatemerger) relating to a merger, consolidation, combination consolidation or conversion of the Partnership pursuant to Article XIV; and (ii) to execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that the General Partner or the Liquidator determines to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) to effectuate the terms or intent of this Agreement; provided provided, that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder and Partner, the transfer of all or any portion of such Limited Partner’s or Record Holder’s Partnership Limited Partner Interest and shall extend to such Limited Partner’s or Record Holder’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record HolderPartner, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) A. Each Limited Partner and Record Holder Assignee hereby irrevocably constitutes and appoints the General Partner andPartner, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the any Liquidator, severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-factfact of each (the “Attorney in Fact “), as the and each of those acting singly, in each case may be, with full power of substitution, as his its true and lawful agent and attorney-in-fact, with full power and authority in his its name, place and xxxxx, stead to: (i1) execute, swear to, seal, acknowledge, deliver, file and record in the appropriate public offices offices: (Aa) all certificates, documents and other instruments (including including, without limitation, this Agreement and the Certificate of Limited Partnership and all amendments amendments, supplements or restatements hereof or thereof) that the General Partner Attorney in Fact deems appropriate or the Liquidator determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liabilityliability to the extent provided by applicable law) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (Bb) all certificates, documents and other instruments that the General Partner Attorney in Fact deems appropriate or the Liquidator determines necessary to be necessary or appropriate to reflect, in accordance with its terms, reflect any amendment, change, modification or restatement of this Agreement authorized duly adopted in accordance with its terms; (c) all conveyances and other instruments or documents that the Attorney in Fact deems appropriate or necessary to reflect the dissolution and winding up of the Partnership pursuant to the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and including, without limitation, a certificate of cancellation; (d) all conveyances and other instruments or documents that the General Partner Attorney in Fact deems appropriate or the Liquidator determines to be necessary or appropriate to reflect the dissolution and termination distribution or exchange of assets of the Partnership pursuant to the terms of this Agreement; (De) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, acceptance, withdrawal, removal or substitution of any Partner pursuant to, to the terms of this Agreement or other events described in, this Agreementthe Capital Contribution of any Partner; and (Ef) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.5; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificate) relating to a merger, consolidation, combination or conversion of the Partnership pursuant to Article XIVInterests; and (ii2) execute, swear to, acknowledge, deliver, acknowledge and file and record all ballots, consents, approvals, waivers, certificates, documents certificates and other instruments that appropriate or necessary, in the General Partner or sole and absolute discretion of the Liquidator determines Attorney in Fact, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) to effectuate the terms or intent of this Agreement; provided that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) herein shall be construed as authorizing the General Partner Attorney in Fact to amend this Agreement except in accordance with Article XIII Section 14.2 hereof or as may be otherwise expressly provided for in this Agreement. (b) B. The foregoing power of attorney is hereby declared to be irrevocable and a special power coupled with an interest, in recognition of the fact that each of the Limited Partners and Assignees will be relying upon the power of the Attorney in Fact to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive and, to the maximum extent permitted by law, shall and not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination Incapacity of any Limited Partner or Record Holder Assignee and the transfer Transfer of all or any portion of such Limited Partner’s or Record HolderPerson’s Partnership Interest and shall extend to such Limited Partner’s or Record HolderPerson’s heirs, successors, assigns, transferees and personal representatives. Each such Limited Partner or Record Holder and Assignee hereby agrees to be bound by any representation made by the General Partner or the Liquidator Attorney in Fact, acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record Holderand, to the maximum fullest extent permitted by law, each such Limited Partner and Assignee hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator Liquidator, taken in good faith under such power of attorney. Each Limited Partner and Record Holder Assignee shall execute and deliver to the General Partner or the Liquidator, within 15 fifteen (15) days after receipt of the General Partner’s or the Liquidator’s request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator (as the case may request in order be) deems necessary to effectuate this Agreement and the purposes of the Partnership. Notwithstanding anything else set forth in this Section 2.4.B, no Limited Partner shall incur any personal liability for any action of the Attorney in Fact taken under such power of attorney.

Power of Attorney. (a) A. Each Limited Partner and Record Holder hereby constitutes each Assignee who accepts Partnership Units (or any rights, benefits or privileges associated therewith) is deemed to irrevocably constitute and appoints the General Partner and, if a Liquidator (other than appoint the General Partner) shall have been selected pursuant to Section 12.3, the any Liquidator, severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-factfact of each, as the and each of those acting singly, in each case may be, with full power of substitution, as his its true and lawful agent and attorney-in-fact, with full power and authority in his its name, place and xxxxx, stead to: (i1) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (Aa) all certificates, documents and other instruments (including including, without limitation, this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be deems appropriate or necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may or plans to conduct business or own property; (Bb) all certificates, documents and other instruments that the General Partner or the Liquidator determines deems appropriate or necessary to be necessary or appropriate to reflect, in accordance with its terms, reflect any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreementits terms; (Cc) all certificates, documents conveyances and other instruments (including conveyances and a certificate of cancellation) or documents that the General Partner deems appropriate or the Liquidator determines to be necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; (Dd) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner partner pursuant to, or other events described in, this AgreementArticle 11, 12 or 13 hereof or the Capital Contribution of any Partner; and (Ee) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.5; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificate) relating to a merger, consolidation, combination or conversion of the Partnership pursuant to Article XIVInterests; and (ii2) execute, swear to, acknowledgeseal, deliver, acknowledge and file and record all ballots, consents, approvals, waivers, certificates, documents certificates and other instruments that appropriate or necessary, in the sole and absolute discretion of the General Partner or the Liquidator determines any Liquidator, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that which is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) appropriate or necessary, in the sole discretion of the General Partner or any Liquidator, to effectuate the terms or intent of this Agreement; provided that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) herein shall be construed as authorizing the General Partner or any Liquidator to amend this Agreement except in accordance with Article XIII 14 hereof or as may be otherwise expressly provided for in this Agreement. (b) B. The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, in recognition of the fact that each of the Partners will be relying upon the power of the General Partner and any Liquidator to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive and, to the maximum extent permitted by law, shall and not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination Incapacity of any Limited Partner or Record Holder Assignee and the transfer of all or any portion of such Limited Partner’s 's or Record Holder’s Assignee's Partnership Interest Units and shall extend to such Limited Partner’s 's or Record Holder’s Assignee's heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder Assignee hereby agrees to be bound by any representation made by the General Partner or the Liquidator any Liquidator, acting in good faith pursuant to such power of attorney; , and each such Limited Partner or Record Holder, to the maximum extent permitted by law, Assignee hereby waives any and all defenses that which may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator any Liquidator, taken in good faith under such power of attorney. Each Limited Partner and Record Holder or Assignee shall execute and deliver to the General Partner or the Liquidator, within 15 fifteen (15) days after receipt of the General Partner's or Liquidator's request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator Liquidator, as the case may request in order be, deems necessary to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each Limited Partner and Record Holder each Assignee hereby constitutes and appoints the General Partner and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the Liquidator, severally Liquidator (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his its true and lawful agent and attorney-in-fact, with full power and authority in his its name, place and xxxxxstead, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be deems necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all certificates, documents and other instruments that the General Partner or the Liquidator determines to be deems necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines to be deems necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this AgreementArticle IV, X, XI or XII; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities Interests issued pursuant to Section 5.5hereto; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificatemerger) relating to a merger, consolidation, combination merger or conversion consolidation of the Partnership pursuant to Article XIV; and (ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that necessary or appropriate, in the discretion of the General Partner or the Liquidator determines Liquidator, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) is necessary or appropriate, in the discretion of the General Partner or the Liquidator, to effectuate the terms or intent of this Agreement; provided provided, that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder Assignee and the transfer of all or any portion of such Limited Partner’s or Record HolderAssignee’s Partnership Interest and shall extend to such Limited Partner’s or Record HolderAssignee’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder Assignee hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record HolderAssignee, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder or Assignee shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order deems necessary to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) Each Limited Partner and Record Holder each Assignee hereby constitutes and appoints each of the General Partner and, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.314.3, the Liquidator, severally (and any successor to the Liquidator either thereof by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and xxxxx, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be deems necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all certificates, documents and other instruments that the General Partner or the Liquidator determines to be deems necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines to be deems necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this AgreementArticle XI, XII, XIII or XIV; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.54.4; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificatemerger) relating to a merger, consolidation, combination merger or conversion consolidation of the Partnership pursuant to Article XIVXVI; and (ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that necessary or appropriate, in the sole discretion of the General Partner or the Liquidator determines Liquidator, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) is necessary or appropriate, in the sole discretion of the General Partner or the Liquidator, to effectuate the terms or intent of this Agreement; provided provided, that when required by Section 13.3 15.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and or the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii1.4(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a1.4(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII XV or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall and not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder Assignee and the transfer of all or any portion of such Limited Partner’s or Record HolderAssignee’s Partnership Interest and shall extend to such Limited Partner’s or Record HolderAssignee’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder Assignee hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record Holder, to the maximum extent permitted by law, Assignee hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder or Assignee shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the General Partner’s or the Liquidator’s request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order deems necessary to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. (a) A. Each Limited Partner and Record Holder hereby each Assignee constitutes and appoints the General Partner andPartner, if a any Liquidator (other than and the General Partner) shall have been selected pursuant to Section 12.3, the Liquidator, severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-factfact of each of the foregoing, as the and each of those acting singly, in each case may be, with full power of substitution, as his its true and lawful agent and attorney-in-fact, with full power and authority in his its name, place and xxxxx, stead to: (i1) execute, swear to, seal, acknowledge, deliver, file and record in the appropriate public offices (Aa) all certificates, documents and other instruments (including including, without limitation, this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the any Liquidator determines to be deems appropriate or necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners Limited Partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (Bb) all certificates, documents and other instruments that the General Partner or the any Liquidator determines deems appropriate or necessary to be necessary or appropriate to reflect, in accordance with its terms, reflect any amendment, change, modification or restatement of this Agreement authorized duly adopted in accordance with the terms of this Agreementits terms; (Cc) all certificates, documents conveyances and other instruments (including conveyances and a certificate of cancellation) or documents that the General Partner or the any Liquidator determines to be deems appropriate or necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; (Dd) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, this AgreementArticle 11, 12 or 13 hereof or the Capital Contribution of any Partner; and (Ee) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.5; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificate) relating to a merger, consolidation, combination or conversion of the Partnership pursuant to Article XIVInterests; and (ii2) execute, swear to, acknowledgeseal, deliver, acknowledge and file and record all ballots, consents, approvals, waivers, certificates, documents certificates and other instruments that appropriate or necessary, in the sole and absolute discretion of the General Partner or the Liquidator determines any Liquidator, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) appropriate or necessary, in the sole discretion of the General Partner or any Liquidator, to effectuate the terms or intent of this Agreement; provided that when required by Section 13.3 or any other provision of this Agreement that establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing contained in this Section 2.6(a) herein shall be construed as authorizing the General Partner or any Liquidator to amend this Agreement except in accordance with Article XIII 14 hereof or as may be otherwise expressly provided for in this Agreement. (b) B. The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, in recognition of the fact that each of the Partners will be relying upon the power of the General Partner and any Liquidator to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive and, to the maximum extent permitted by law, shall and not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination Incapacity of any Limited Partner or Record Holder and Assignee or the transfer of all or any portion of such Limited Partner’s or Record HolderAssignee’s Partnership Interest Units and shall extend to such Limited Partner’s or Record HolderAssignee’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner or Record Holder Assignee hereby agrees to be bound by any representation made by the General Partner or the Liquidator any Liquidator, acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record Holder, to the maximum extent permitted by law, Assignee hereby waives any and all defenses that which may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator any Liquidator, taken in good faith under such power of attorney. Each Limited Partner and Record Holder or Assignee shall execute and deliver to the General Partner or the any Liquidator, within 15 fifteen (15) days after receipt of the General Partner’s or Liquidator’s request therefor, such further designation, powers of attorney and other instruments as the General Partner or any Liquidator, as the Liquidator case may request in order be, deems necessary to effectuate this Agreement and the purposes of the Partnership.

Power of Attorney. A. Each Member (aother than the Managing Member) Each Limited Partner and Record Holder each Assignee hereby irrevocably constitutes and appoints the General Partner andManaging Member, if a Liquidator (other than the General Partner) shall have been selected pursuant to Section 12.3, the any Liquidator, severally (and any successor to the Liquidator by mergerauthorized officers and attorneys in fact of each, transfer, assignment, election or otherwise) and each of their authorized managers and officers and attorneys-in-factthose acting singly, as the in each case may be, with full power of substitution, as his its true and lawful agent and attorney-in-fact, with full power and authority in his its name, place and xxxxx, stead to: (i1) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (Aa) all certificates, documents and other instruments (including including, without limitation, this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner Managing Member or the any Liquidator determines to be deems appropriate or necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership Company as a limited partnership (or a partnership in which the limited partners have limited liability) liability company in the State of Delaware and in all other jurisdictions in which the Partnership Company may conduct business or own property; (Bb) all certificates, documents and other instruments that the General Partner Managing Member or the any Liquidator determines deems appropriate or necessary to be necessary or appropriate to reflect, in accordance with its terms, reflect any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreementits terms; (Cc) all certificates, documents conveyances and other instruments (including conveyances and a certificate of cancellation) or documents that the General Partner Managing Member or the any Liquidator determines to be deems appropriate or necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership Company pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; (Dd) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Partner Member pursuant to, or other events described in, this AgreementArticles XI, XII or XIII hereof or the Capital Contribution of any Member; and (Ee) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued Membership Interests, so long as such instruments pursuant to Section 5.5; and this clause (Fe) all certificates, documents and other instruments (including agreements and a certificate of merger do not affect the rights or consolidation or similar certificate) relating to a merger, consolidation, combination or conversion obligations of the Partnership pursuant to Article XIVMembers under this Agreement; and (ii2) execute, swear to, acknowledge, deliver, acknowledge and file and record all ballots, consents, approvals, waivers, certificates, documents certificates and other instruments that as the General Partner Managing Member or the any Liquidator determines deems appropriate or necessary to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that which is made or given by the Partners Members hereunder or is consistent with the terms of this Agreement to facilitate or (B) to effectuate the terms or intent of this Agreement; provided that when required by Section 13.3 , so long as such instruments do not affect the rights or any other provision of this Agreement that establishes a certain percentage obligations of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in Members under this Section 2.6(a)(ii) only after the necessary vote, consent or approval of such percentage of the Limited Partners or of the Limited Partners of such class or series, as applicableAgreement. Nothing contained in this Section 2.6(a) 2.4 shall be construed as authorizing the General Partner Managing Member or any Liquidator to amend this Agreement except in accordance with Article XIII XIV hereof or as may be otherwise expressly provided for in this Agreement. (b) B. The foregoing power of attorney is hereby declared to be irrevocable and a special power coupled with an interest, in recognition of the fact that each of the Members and Assignees will be relying upon the power of the Managing Member to act as contemplated by this Agreement, and it shall survive and, to the maximum extent permitted by law, shall and not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination Incapacity of any Limited Partner Member or Record Holder Assignee and the transfer Transfer of all or any portion of such Limited PartnerMember’s or Record HolderAssignee’s Partnership LLC Units or Membership Interest and shall extend to such Limited PartnerMember’s or Record HolderAssignee’s heirs, successors, assigns, transferees assigns and personal representatives. Each such Limited Partner Member or Record Holder hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Record Holder, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner and Record Holder Assignee shall execute and deliver to the General Partner Managing Member or the any Liquidator, within 15 days after receipt of the Managing Member’s or Liquidator’s request therefor, such further designation, powers of attorney and other instruments as the General Partner Managing Member or the Liquidator Liquidator, as the case may request in order be, deems reasonably necessary to effectuate this Agreement and the purposes of the PartnershipCompany.

Power of Attorney. (a) Each Limited Partner and Record Holder hereby constitutes and appoints each of the General Partner and, if a Liquidator (other than and the General Partner) shall have been selected pursuant to Section 12.3, the Liquidator, Liquidating Trustee severally (and any successor to the Liquidator either thereof by merger, transfer, assignment, election or otherwise) ), and each of their the General Partner's and the Liquidating Trustee's authorized managers and officers and attorneys-in-fact, as the case may be, with full power of substitution, as his true and lawful agent agents and attorneyattorneys-in-fact, with full power and authority in his name, place and xxxxx, xxxxx to: (ia) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (Ai) all certificates, documents certificates and other instruments (including including, at the option of the General Partner or Liquidating Trustee, as the case may be, this Agreement and the Certificate of Limited Partnership and all amendments or and restatements hereof or thereof) , that the General Partner or Liquidating Trustee, as the Liquidator determines case may be, deems appropriate or necessary to be necessary or appropriate carry out the purposes of this Agreement and to form, qualify qualify, or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners Limited Partners have limited liability) in the State of Delaware and under the Delaware Act and in all other jurisdictions in which the Partnership may or may wish to conduct business or own property; (Bii) all certificates, documents and other instruments that the General Partner or Liquidating Trustee, as the Liquidator determines case may be, deems appropriate or necessary to be necessary reflect any amendment, change or appropriate to reflect, modification of this Agreement in accordance with its terms, any amendment, change, modification or restatement of this Agreement authorized in accordance with the terms of this Agreement; (Ciii) all certificates, documents conveyances and other instruments (including conveyances and a certificate of cancellation) or documents that the General Partner or Liquidating Trustee, as the Liquidator determines to be case may be, deems appropriate or necessary or appropriate to reflect the dissolution and termination liquidation of the Partnership pursuant to the terms of this AgreementAgreement (including a certificate of cancellation); and (Div) all certificates, documents and other instruments (including including, if required by law, this Agreement and the Certificate of Limited Partnership and all amendments or and restatements hereof or thereof) relating to the admission, withdrawal, removal withdrawal or substitution of any Partner, the initial or increased Contribution of any Partner pursuant to, or other events described in, this Agreement; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Limited Partnership Securities Interests issued pursuant to Section 5.5; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificate) relating to a merger, consolidation, combination or conversion of the Partnership pursuant to Article XIV4.02; and (iib) sign, execute, swear to, acknowledge, deliver, file to and record acknowledge all ballots, consents, approvals, waivers, certificates, documents certificates and other instruments that appropriate or necessary, in the sole discretion of the General Partner or the Liquidator determines Liquidating Trustee, as the case may be, to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) appropriate or necessary, in the sole discretion of the General Partner or the Liquidating Trustee, as the case may be, to effectuate the terms or intent of this Agreement; provided provided, however, that when required by Section 13.3 or any other provision of this Agreement that which establishes a certain percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator or Liquidating Trustee may exercise the power of attorney made in this Section 2.6(a)(ii10.01(b) only after the necessary vote, consent or approval of such percentage of by the Limited Partners or of the Limited Partners of such class or series, as applicable. Nothing herein contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII 17 or as may be otherwise expressly provided for in this Agreement. (b) . Nothing herein contained shall be construed as authorizing any Person acting pursuant to this Article 10 to take any action to increase in any way the legal liability of the Limited Partners beyond the liability expressly set forth in this Agreement. The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive andsurvive, to the maximum extent permitted by law, and shall not be affected by by, the subsequent death, incompetencyincompetence, dissolution, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Record Holder grantor and the transfer of all or any portion of such Limited Partner’s or Record Holder’s his Partnership Interest and shall extend to such Limited Partner’s or Record Holder’s Person's heirs, successors, successors and assigns, transferees and personal representatives. Each such Person who accepts Limited Partner or Record Holder hereby agrees Partnership Interests is deemed to consent to be bound by any representation representations made by the General Partner or the Liquidator Liquidating Trustee, acting in good faith pursuant to such power of attorney; . Each Person who accepts Limited Partnership Interests is deemed to consent to and each such Limited Partner or Record Holder, to the maximum extent permitted by law, hereby waives waive any and all defenses that may be available to contest, negate or disaffirm the any action of the General Partner or the Liquidator Liquidating Trustee, taken in good faith under such power of attorney. Each Limited Partner and Record Holder shall execute and deliver to the General Partner or the LiquidatorLiquidating Trustee, within 15 days after receipt of the General Partner's or the Liquidating Trustee's request therefor, such further designationdesignations, powers of attorney and other instruments as the General Partner or the Liquidator may request in order Liquidating Trustee deems necessary to effectuate this Agreement and the purposes of the Partnership.