Common use of Special Power of Attorney Clause in Contracts

Special Power of Attorney. (a) Each Partner irrevocably makes, constitutes and appoints the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed pursuant to Section 6.2 of this Agreement with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partner, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this Agreement; (2) any amendment to the Certificate, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the Partnership; and (3) all other such instruments, documents and certificates that, in the view of legal counsel to the Partnership, from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should do business, or any political subdivision or agency of any such jurisdiction, or that legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership as a limited partnership under the Delaware Act. (b) Each Partner is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership without the Partner’s consent. Each Partner agrees that if an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership is taken in the manner contemplated by this Agreement, notwithstanding any objection that the Partner may assert with respect to the action, the attorneys-in-fact appointed under this Agreement are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 in any manner that may be necessary or appropriate to permit the amendment to be made or action lawfully taken or omitted. Each Partner is fully aware that each Partner will rely on the effectiveness of this special power of attorney with a view to the orderly administration of the affairs of the Partnership. (c) The power of attorney contemplated by this Section 8.2 is a special power of attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, and as such the power of attorney: (1) will be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person granting the power of attorney, regardless of whether the Partnership, the General Partner, the Directors or any liquidator has had notice of the death or incapacity; and (2) will survive the delivery of a Transfer by a Partner of the Partner’s Units, except that, when the transferee of Units has been approved by the General Partner for admission to the Partnership as a substituted Partner, the power of attorney given by the transferor will survive the delivery of the assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator to execute, acknowledge and file any instrument necessary to effect the substitution.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner and each of the DirectorsDirector, acting severally, and any liquidator of the PartnershipCompany’s assets appointed pursuant to Section 6.2 of this Agreement hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1i) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2ii) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipCompany; and (3iii) all such other such instruments, documents and certificates that, in the view opinion of legal counsel to the PartnershipCompany, may from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Company shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Company as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Company without the Partnersuch Member’s consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Company is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipCompany. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, Directors and as such the power of attorneysuch: (1i) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the Partnership, the General Partner, the Directors Company or any liquidator has Board shall have had notice of the death or incapacitythereof; and (2ii) will shall survive the delivery of a Transfer by a Partner Member of the Partnerwhole or any portion of such Member’s UnitsInterest, except that, when that where the transferee of Units thereof has been approved by the General Partner Board for admission to the Partnership Company as a substituted PartnerMember or upon the withdrawal of a Member from the Company pursuant to a periodic tender, the power of this power-of-attorney given by the transferor will shall survive the delivery of the such assignment or withdrawal for the sole purpose of enabling the General Partner, the Directors or any liquidator Board to execute, acknowledge and file any instrument necessary to effect the substitutionsuch substitution or withdrawal.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner and each of the DirectorsManager, acting severally, and any liquidator of the Partnership’s Fund's assets appointed pursuant to Section 6.2 of this Agreement hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file file, and/or publish: (1) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipFund; and (3) all such other such instruments, documents documents, and certificates that, in the view opinion of legal counsel to the PartnershipFund, may from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Fund shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement implement, and continue the valid existence and business of the Partnership Fund as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Fund without the Partner’s such Member's consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Fund is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner other Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipFund. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, Managers and any liquidator of the Partnership’s Fund's assets appointed under Section 6.2 of this Agreementand, and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the PartnershipFund, the General Partner, the Directors Board or any liquidator has shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Member of the Partner’s such Member's Units, except that, when that where the transferee of Units Transferee thereof has been approved by the General Partner for admission to the Partnership as a substituted PartnerBoard, the power of this power-of-attorney given by the transferor will Transferor shall survive the delivery of the assignment such Transfer for the sole purpose of enabling the General Partner, the Directors or any liquidator Board to execute, acknowledge acknowledge, and file any instrument necessary to effect the substitutionsuch Transfer.

Special Power of Attorney. (a) Each Partner irrevocably makes, constitutes and appoints the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s 's assets appointed pursuant to Section 6.2 of this Agreement with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partner, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this Agreement; (2) any amendment to the Certificate, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the Partnership; and (3) all other such instruments, documents and certificates that, in the view of legal counsel to the Partnership, from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should do business, or any political subdivision or agency of any such jurisdiction, or that legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership as a limited partnership under the Delaware Act. (b) Each Partner is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership without the Partner’s 's consent. Each Partner agrees that if an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership is taken in the manner contemplated by this Agreement, notwithstanding any objection that the Partner may assert with respect to the action, the attorneys-in-fact appointed under this Agreement are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 in any manner that may be necessary or appropriate to permit the amendment to be made or action lawfully taken or omitted. Each Partner is fully aware that each Partner will rely on the effectiveness of this special power of attorney with a view to the orderly administration of the affairs of the Partnership. (c) The power of attorney contemplated by this Section 8.2 is a special power of attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s 's assets appointed under Section 6.2 of this Agreement, and as such the power of attorney: (1) will be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person granting the power of attorney, regardless of whether the Partnership, the General Partner, the Directors or any liquidator has had notice of the death or incapacity; and (2) will survive the delivery of a Transfer by a Partner of the whole or any portion of the Partner’s Units's Interest, except that, when the transferee of Units an Interest or portion of an Interest has been approved by the General Partner for admission to the Partnership as a substituted Partner, the power of attorney given by the transferor will survive the delivery of the assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator to execute, acknowledge and file any instrument necessary to effect the substitution.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner and each of the DirectorsDirector, acting severally, and any liquidator of the Partnership’s Company's assets appointed pursuant to Section 6.2 of this Agreement hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1i) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2ii) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipCompany; and (3iii) all such other such instruments, documents and certificates that, in the view opinion of legal counsel to the PartnershipCompany, may from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Company shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Company as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Company without the Partner’s such Member's consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Company is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipCompany. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, Directors and as such the power of attorneysuch: (1i) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the Partnership, the General Partner, the Directors Company or any liquidator has Board shall have had notice of the death or incapacitythereof; and (2ii) will shall survive the delivery of a Transfer by a Partner Member of the Partner’s Unitswhole or any portion of such Member's Interest, except that, when that where the transferee of Units thereof has been approved by the General Partner Board for admission to the Partnership Company as a substituted PartnerMember or upon the withdrawal of a Member from the Company pursuant to a periodic tender, the power of this power-of-attorney given by the transferor will shall survive the delivery of the such assignment or withdrawal for the sole purpose of enabling the General Partner, the Directors or any liquidator Board to execute, acknowledge and file any instrument necessary to effect the substitutionsuch substitution or withdrawal.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner and each of the DirectorsManager, acting severally, and any liquidator of the Partnership’s Company's assets appointed pursuant to Section 6.2 of this Agreement hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipCompany; and (3) all such other such instruments, documents and certificates that, in the view opinion of legal counsel to the PartnershipCompany, may from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Company shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Company as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Company without the Partner’s such Member's consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Company is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipCompany. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, Managers and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the Partnership, the General Partner, the Directors Company or any liquidator has Board of Managers shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Member of the Partner’s Unitswhole or any portion of such Member's Interest, except that, when that where the transferee of Units thereof has been approved by the General Partner Board of Managers for admission to the Partnership Company as a substituted PartnerMember, the power of this power-of-attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator Board of Managers to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner and each of the DirectorsAdvisor, acting severally, and any liquidator of the Partnership’s assets appointed pursuant to Section 6.2 of this Agreement with full power of substitution, the true and lawful representatives representative and attorneysattorney-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish, if necessary: (1) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipCompany; and (3) all such other such instruments, documents and certificates that, in the view of that legal counsel to the Partnership, Company from time to time may be required by deems necessary or appropriate to comply with the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Company shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Company as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Company without the Partner’s such Member's consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Company is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneysattorney-in-fact appointed under this Agreement are hereby is authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omittedomitted as necessary. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of attorney with a view to the orderly administration of the affairs of the PartnershipCompany. (c) The Each Member acknowledges that the authority granted pursuant to Section 8.2(a) is not necessary to give effect to any amendment to this Agreement or the Certificate or certain other actions of the Company approved in accordance with this Agreement, that such authority is granted for the purpose of ensuring that the Advisor can execute certain instruments, make filings and take other actions to evidence any such Amendment and to take other actions to ensure compliance with applicable law and that the decision to exercise such authority is in the sole discretion of the Advisor. (d) This power of attorney contemplated by this Section 8.2 is a special power of attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, Advisor and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the this power of attorney, regardless of whether the Partnership, the General Partner, the Directors or any liquidator has Advisor shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Member of the Partner’s all or portion of such Member's Units, except that, that when the transferee of Units thereof has been approved by the General Partner Board of Directors for admission to the Partnership Company as a substituted PartnerMember, the this power of attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator Advisor to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner and each of the DirectorsManager, acting severally, and any liquidator of the Partnership’s Fund's assets appointed pursuant to Section 6.2 of this Agreement hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1i) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2ii) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipFund; and (3iii) all such other such instruments, documents and certificates that, in the view opinion of legal counsel to the PartnershipFund, may from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Fund shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Fund as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Fund without the Partner’s such Member's consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Fund is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipFund. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, Managers and as such the power of attorneysuch: (1i) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the Partnership, the General Partner, the Directors Fund or any liquidator has Board of Managers shall have had notice of the death or incapacitythereof; and (2ii) will shall survive the delivery of a Transfer by a Partner Member of the Partner’s Unitswhole or any portion of such Member's Interest, except that, when that where the transferee of Units thereof has been approved by the General Partner Board of Managers for admission to the Partnership Fund as a substituted PartnerMember, the power of this power-of-attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator Board of Managers to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner and each of the DirectorsDirector, acting severally, and any liquidator of the PartnershipMaster Fund’s assets appointed pursuant to Section 6.2 of this Agreement hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1i) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2ii) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipMaster Fund; and (3iii) all such other such instruments, documents and certificates that, in the view opinion of legal counsel to the PartnershipMaster Fund, may from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Master Fund shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Master Fund as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Master Fund without the Partnersuch Member’s consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Master Fund is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipMaster Fund. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, Directors and as such the power of attorneysuch: (1i) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the Partnership, the General Partner, the Directors Master Fund or any liquidator has Board shall have had notice of the death or incapacitythereof; and (2ii) will shall survive the delivery of a Transfer by a Partner Member of the Partnerwhole or any portion of such Member’s UnitsInterest, except that, when that where the transferee of Units thereof has been approved by the General Partner Board for admission to the Partnership Master Fund as a substituted PartnerMember or upon the withdrawal of a Member from the Master Fund pursuant to a periodic tender, the power of this power-of-attorney given by the transferor will shall survive the delivery of the such assignment or withdrawal for the sole purpose of enabling the General Partner, the Directors or any liquidator Board to execute, acknowledge and file any instrument necessary to effect the substitutionsuch substitution or withdrawal.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner and each of the DirectorsManager, acting severally, and any liquidator of the Partnership’s Fund's assets appointed pursuant to Section 6.2 of this Agreement hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipFund; and (3) all such other such instruments, documents and certificates that, in the view opinion of legal counsel to the PartnershipFund, may from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Fund shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Fund as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Fund without the Partner’s such Member's consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Fund is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipFund. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, Managers and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the Partnership, the General Partner, the Directors Fund or any liquidator has Board of Managers shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Member of the Partner’s Unitswhole or any portion of such Member's Interest, except that, when that where the transferee of Units thereof has been approved by the General Partner Board of Managers for admission to the Partnership Fund as a substituted PartnerMember, the power of this power-of-attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator Board of Managers to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner Limited Partner, by becoming party to this Limited Partnership Agreement through purchasing Units, does hereby irrevocably makes, constitutes constitute and appoints appoint the General Partner and each officer of the DirectorsGeneral Partner, acting severally, and any liquidator of the Partnership’s assets appointed pursuant to Section 6.2 of this Agreement with full power of substitution, the as his true and lawful representatives and attorneysattorney-in-fact offact, and in the his name, place and stead of, xxxxx (as may in the Partner, with reasonable judgment of the power from time General Partner be required by law): (i) to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, to (and deliver as may be appropriate) on his behalf and file and/or publish: (1) any amendment to this Agreement; (2) any amendment to and record in the Certificate, including, without limitation, any such amendment required to reflect appropriate public offices and publish any amendments to this AgreementLimited Partnership Agreement duly adopted as provided herein; (ii) to execute, acknowledge, swear to (and deliver as may be appropriate) on his behalf and file and record in the appropriate public offices and publish certificates of limited partnership in various jurisdictions, and includingamendments thereto, without limitationand of assumed name or of doing business under a fictitious name with respect to the Fund; (iii) to execute, an amendment acknowledge, swear to effectuate any change (and deliver as may be appropriate) on his behalf and file and record in the membership of appropriate public offices and publish all conveyances and other instruments which the Partnership; and (3) all other such instruments, documents and certificates that, General Partner deems appropriate to qualify or continue the Fund in the view of legal counsel to the Partnership, from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction and the jurisdictions in which the General Partner determines that the Partnership should do Fund may conduct business, or any political subdivision which may be required to be filed by the Fund or agency the Partners under the laws of any such jurisdiction or under any amendments or successor statutes to the Act, to reflect the dissolution or termination of the Fund or the Fund being governed by any amendments or successor statutes to the Act or to reorganize or refile the Fund in a different jurisdiction, provided that such reorganization or that legal counsel may deem necessary or appropriate to effectuate, implement and continue refiling does not result in a material change in the valid existence and business rights of the Partnership as a Partners; (iv) to admit additional Limited Partners and, to the extent that it is necessary under the laws of any jurisdiction to file amended certificates or agreements of limited partnership under or other instruments to reflect such admission, to execute, file and deliver such certificates, agreements and instruments; and (v) to file, prosecute, defend, settle or compromise litigation, claims and arbitrations on behalf of the Delaware Act. (b) Each Partner is aware that the terms Fund. The Power of this Agreement permit certain amendments to this Agreement Attorney granted herein shall be irrevocable and deemed to be effected and certain other actions to be taken or omitted by or with respect to the Partnership without the Partner’s consent. Each Partner agrees that if an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership is taken in the manner contemplated by this Agreement, notwithstanding any objection that the Partner may assert with respect to the action, the attorneys-in-fact appointed under this Agreement are authorized and empowered, with full a power of substitution, to exercise the authority granted in this Section 8.2 in any manner that may be necessary or appropriate to permit the amendment to be made or action lawfully taken or omitted. Each Partner is fully aware that each Partner will rely on the effectiveness of this special power of attorney with a view to the orderly administration of the affairs of the Partnership. (c) The power of attorney contemplated by this Section 8.2 is a special power of attorney and is coupled with an interest in favor and shall survive and shall not be affected by the subsequent incapacity, disability or death of a Limited Partner. Each Limited Partner agrees to be bound by any representation made by the General Partner and each of the Directorsby any successor thereto, acting severallyin good faith pursuant to such Power of Attorney. In addition to the Power of Attorney granted hereby, and any liquidator each Limited Partner agrees, upon the request of the Partnership’s assets appointed under Section 6.2 of this Agreement, and as such the power of attorney: (1) will be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person granting the power of attorney, regardless of whether the Partnership, the General Partner, the Directors to execute one or any liquidator has had notice more special Powers of the death or incapacity; and (2) will survive the delivery of a Transfer by a Partner of the Partner’s Units, except that, when the transferee of Units has been approved by the General Partner for admission Attorney to the Partnership as a substituted Partnerforegoing effect, the power of attorney given by the transferor will survive the delivery of the assignment for the sole purpose of enabling in form and substance satisfactory to the General Partner, the Directors or any liquidator to execute, acknowledge and file any instrument necessary to effect the substitutionon documents separate from this Limited Partnership Agreement.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner Adviser and each of the DirectorsDirector, acting severally, and any liquidator of the Partnership’s Fund's assets appointed pursuant to Section 6.2 of this Agreement hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2) any amendment to the CertificateArticles required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipFund; and (3) all such other such instruments, documents and certificates that, in the view opinion of legal counsel to the PartnershipFund, may from time to time may be required by the laws of the United States of America, the State of Delaware Illinois or any other jurisdiction in which the General Partner determines that the Partnership should Fund shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Fund as a limited partnership liability company under the Delaware Actlaws of the State of Illinois. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Fund without the Partner’s such Member's consent. Each Partner agrees that if If an amendment to the Certificate Articles or this Agreement or any action by or with respect to the Partnership Fund is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipFund. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, Directors and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, Adviser and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the Partnership, the General Partner, the Fund or Board of Directors or any liquidator has shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Member of the Partner’s Unitswhole or any portion of such Member's Interest, except that, when that where the transferee of Units thereof has been approved by the General Partner Board of Directors for admission to the Partnership Fund as a substituted PartnerMember, the power of this power-of-attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Board of Directors or any liquidator to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner Member irrevocably makes, constitutes and appoints the General Partner Managing Member and each of the Officers and Directors, acting severally, and any liquidator of the Partnership’s Fund's assets appointed pursuant to under Section 6.2 of this Agreement Agreement, with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the PartnerMember, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this Agreement; (2) any amendment to the Certificate, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipFund; and (3) all other such instruments, documents and certificates that, in the view of legal counsel to the PartnershipFund, from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner Managing Member determines that the Partnership Fund should do business, or any political subdivision or agency of any such jurisdiction, or that legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Fund as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Fund without the Partner’s Member's consent. Each Partner Member agrees that if an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Fund is taken in the manner contemplated by this Agreement, notwithstanding any objection that the Partner Member may assert with respect to the amendment or action, the attorneys-in-fact appointed under this Agreement are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 in any manner that may be necessary or appropriate to permit the amendment to be made or the action to be lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of attorney with a view to the orderly administration of the affairs of the PartnershipFund. (c) The power of attorney contemplated by this Section 8.2 is a special power of attorney and is coupled with an interest in favor of the General Partner Managing Member and each of the Officers and Directors, acting severally, and any liquidator of the Partnership’s Fund's assets appointed under Section 6.2 of this Agreement, and as such the power of attorney: (1) will be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person granting the power of attorney, regardless of whether the PartnershipFund, the General PartnerManaging Member, the Officers, the Directors or any liquidator has had notice of the death or incapacity; and (2) will survive the delivery of a Transfer by a Partner Member of the Partner’s Unitsall or any part of its Interest, except that, when the transferee of Units an Interest has been approved by the General Partner Managing Member for admission to the Partnership Fund as a substituted PartnerMember, or upon the withdrawal of Member from the Fund in accordance with a periodic tender or otherwise, the power of attorney given by the transferor will survive the delivery of the assignment for the sole purpose of enabling the General PartnerManaging Member, the Officers, the Directors or any liquidator to execute, acknowledge and file any instrument necessary to effect the substitution and, upon completion of such substitution, will terminate (but, in the case of any transfer of a portion of an Interest, with respect to that portion of the Interest only).

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner and each of the DirectorsDirector, acting severally, and any liquidator of the PartnershipCompany’s assets appointed pursuant to Section 6.2 of this Agreement hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1i) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2ii) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipCompany; and (3iii) all such other such instruments, documents and certificates that, in the view opinion of legal counsel to the PartnershipCompany, may from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Company shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Company as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Company without the Partnersuch Member’s consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Company is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipCompany. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, Directors and as such the power of attorneysuch: (1i) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of- attorney, regardless of whether the Partnership, the General Partner, the Directors Company or any liquidator has Board shall have had notice of the death or incapacitythereof; and (2ii) will shall survive the delivery of a Transfer by a Partner Member of the Partnerwhole or any portion of such Member’s UnitsInterest, except that, when that where the transferee of Units thereof has been approved by the General Partner Board for admission to the Partnership Company as a substituted PartnerMember or upon the withdrawal of a Member from the Company pursuant to a periodic tender, the power of this power-of-attorney given by the transferor will shall survive the delivery of the such assignment or withdrawal for the sole purpose of enabling the General Partner, the Directors or any liquidator Board to execute, acknowledge and file any instrument necessary to effect the substitutionsuch substitution or withdrawal.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner and each of the DirectorsAdvisor, acting severally, and any liquidator of the Partnership’s assets appointed pursuant to Section 6.2 of this Agreement with full power of substitution, the true and lawful representatives representative and attorneysattorney-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipCompany; and (3) all such other such instruments, documents and certificates that, in the view opinion of legal counsel to the PartnershipCompany, may from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Company shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Company as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Company without the Partner’s such Member's consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Company is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneysattorney-in-fact appointed under this Agreement are hereby is authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of attorney with a view to the orderly administration of the affairs of the PartnershipCompany. (c) The This power of attorney contemplated by this Section 8.2 is a special power of attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, Advisor and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the this power of attorney, regardless of whether the Partnership, the General Partner, the Directors or any liquidator has Advisor shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Member of the Partner’s Unitsall or portion of such Member's Interest, except that, that when the transferee of Units thereof has been approved by the General Partner Board of Directors for admission to the Partnership Company as a substituted PartnerMember, the this power of attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator Advisor to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner and each of the DirectorsManager, acting severally, and any liquidator of the Partnership’s Company's assets appointed pursuant to Section 6.2 of this Agreement 7.2 hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 9.1 hereof); (2) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipCompany; and (3) all such other such instruments, documents and certificates that, in the view opinion of legal counsel to the PartnershipCompany, may from time to time may be required by the laws of the United States of AmericaStates, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Company shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Company as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Company without the Partner’s such Member's consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Company is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipCompany. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, Managers and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the Partnership, the General Partner, the Directors Company or any liquidator has Board of Managers shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Member of the Partner’s whole or any portion of such Member's Units, except that, when that where the transferee of Units thereof has been approved by the General Partner Board of Managers for admission to the Partnership Company as a substituted PartnerMember, the power of this power-of-attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator Board of Managers to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner irrevocably makes, constitutes and appoints the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed pursuant to Section 6.2 of this Agreement with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partner, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this Agreement; (2) any amendment to the Certificate, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the Partnership; and (3) all other such instruments, documents and certificates that, in the view of legal counsel to the Partnership, from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should do business, or any political subdivision or agency of any such jurisdiction, or that legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership as a limited partnership under the Delaware Act. (b) Each Partner is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership without the Partner’s consent. Each Partner agrees that if an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership is taken in the manner contemplated by this Agreement, notwithstanding any objection that the Partner may assert with respect to the action, the attorneys-in-fact appointed under this Agreement are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 in any manner that may be necessary or appropriate to permit the amendment to be made or action lawfully taken or omitted. Each Partner is fully aware that each Partner will rely on the effectiveness of this special power of attorney with a view to the orderly administration of the affairs of the Partnership. (c) The power of attorney contemplated by this Section 8.2 is a special power of attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, and as such the power of attorney: (1) will be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person granting the power of attorney, regardless of whether the Partnership, the General Partner, the Directors or any liquidator has had notice of the death or incapacity; and (2) will survive the delivery of a Transfer by a Partner of the whole or any portion of the Partner’s UnitsInterest, except that, when the transferee of Units an Interest or portion of an Interest has been approved by the General Partner for admission to the Partnership as a substituted Partner, the power of attorney given by the transferor will survive the delivery of the assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator to execute, acknowledge and file any instrument necessary to effect the substitution.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner Investment Manager and each of the DirectorsManagers, acting severally, and any liquidator of the Partnership’s Fund's assets appointed pursuant to Section 6.2 of this Agreement hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipFund; and (3) all such other such instruments, documents and certificates that, in the view opinion of legal counsel to the PartnershipFund, may from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Fund shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Fund as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Fund without the Partner’s such Member's consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Fund is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipFund. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner Investment Manager and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, Managers and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the Partnership, the General Partner, the Directors Fund or any liquidator has Board of Managers shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Member of the Partner’s Unitswhole or any portion of such Member's Interest, except that, when that where the transferee of Units thereof has been approved by the General Partner Board of Managers for admission to the Partnership Fund as a substituted PartnerMember, the power of this power-of-attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator Board of Managers to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner and each of the DirectorsDirector, acting severally, and any liquidator of the Partnership’s Company's assets appointed pursuant to Section 6.2 of this Agreement hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipCompany; and (3) all such other such instruments, documents and certificates that, in the view opinion of legal counsel to the PartnershipCompany, may from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Company shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Company as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Company without the Partner’s such Member's consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Company is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipCompany. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, Directors and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the Partnership, the General Partner, the Company or Board of Directors or any liquidator has shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Member of the Partner’s Unitswhole or any portion of such Member's Interest, except that, when that where the transferee of Units thereof has been approved by the General Partner Board of Directors for admission to the Partnership Company as a substituted PartnerMember, the power of this power-of-attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Board of Directors or any liquidator to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Limited Partner by the execution of this Agreement does irrevocably makes, constitutes constitute and appoints appoint the General Partner and each of with the Directors, acting severally, and any liquidator of the Partnership’s assets appointed pursuant to Section 6.2 of this Agreement with full power of substitution, the as his true and lawful representatives and attorneysattorney-in-fact offact, and in the his name, place and stead ofxxxxx, the Partner, with the power from time to time to make, execute, sign, acknowledge, swear to, verifyfile and record in his behalf in the appropriate public offices and publish (i) this Agreement and a Certificate of Limited Partnership, deliver, record, file and/or publish: including amendments thereto; (1ii) any amendment to this Agreement; (2) any amendment to all instruments which the Certificate, including, without limitation, any such amendment required General Partner deems necessary or appropriate to reflect any amendments to amendment, change or modification of the Partnership in accordance with the terms of this Agreement; (iii) certificates of Assumed Name; (iv) all instruments which the General Partner deems necessary or appropriate to qualify the Partnership to do business as a foreign limited partnership in other jurisdictions; (v) customer agreements with any dealers, commodity brokerage firms or banks; (vi) advisory agreements with any commodity trading advisors and including, without limitation, an amendment to effectuate (vii) such other certificates or instruments (including amendments or modifications of any change in the membership of the Partnership; and (3foregoing) all other such instruments, documents and certificates that, in the view of legal counsel to the Partnership, from time to time as may be required to be filed by the Partnership or the Partners under the laws of the United States of America, the State of Delaware or any other jurisdiction in which or as the General Partner determines that the Partnership should do business, or any political subdivision or agency of any such jurisdiction, or that legal counsel may deem necessary or appropriate desirable to effectuatecarry out the purpose and intent of this Agreement. The Power of Attorney granted herein shall be irrevocable and deemed to be a power coupled with an interest and shall survive the death, implement and continue legal incapacity, insolvency or dissolution of a Limited Partner or the valid existence and business delivery of any assignment by a Limited Partner of the Partnership whole or any portion of his interest, and any assignee of a Limited Partner does hereby constitute each person from time to time serving as a limited partnership an officer of the General Partner his attorney in the same manner and with the same force and for the same purposes as does the assignor. Each Limited Partner hereby agrees to be bound by any representation made by the General Partner and by any successor thereto, acting in good faith pursuant to such Power of Attorney, and each Limited Partner hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the General Partner and any successor thereto, taken in good faith under the Delaware Actsuch Power of Attorney. (b) Each Limited Partner is aware that the terms agrees to execute such special Power(s) of Attorney on documents separate from this Agreement permit certain amendments to as the General Partner may request. In the event of any conflict between this Agreement to be effected and certain other actions to be taken or omitted any instruments filed by or with respect such attorney pursuant to the Partnership without the Partner’s consent. Each Partner agrees that if an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership is taken in the manner contemplated by this Agreement, notwithstanding any objection that the Partner may assert with respect to the action, the attorneys-in-fact appointed under this Agreement are authorized and empowered, with full power Power of substitution, to exercise the authority Attorney granted in this Section 8.2 in any manner that may be necessary or appropriate to permit the amendment to be made or action lawfully taken or omitted. Each Partner is fully aware that each Partner will rely on the effectiveness of Paragraph, this special power of attorney with a view to the orderly administration of the affairs of the PartnershipAgreement shall control. (c) The power of attorney contemplated by this Section 8.2 is a special power of attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, and as such the power of attorney: (1) will be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person granting the power of attorney, regardless of whether the Partnership, the General Partner, the Directors or any liquidator has had notice of the death or incapacity; and (2) will survive the delivery of a Transfer by a Partner of the Partner’s Units, except that, when the transferee of Units has been approved by the General Partner for admission to the Partnership as a substituted Partner, the power of attorney given by the transferor will survive the delivery of the assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator to execute, acknowledge and file any instrument necessary to effect the substitution.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner and each of the DirectorsManager, acting severally, and any liquidator of the Partnership’s Fund's assets appointed pursuant to Section 6.2 of this Agreement hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipFund; and (3) all such other such instruments, documents and certificates that, in the view opinion of legal counsel to the PartnershipFund, may from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Fund shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Fund as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Fund without the Partner’s such Member's consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Fund is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipFund. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, Managers and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the Partnership, the General Partner, the Directors Fund or any liquidator has Board of Managers shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Member of the Partner’s whole or any portion of such Member's Units, except that, when that where the transferee of Units thereof has been approved by the General Partner Board of Managers for admission to the Partnership Fund as a substituted PartnerMember, the power of this power-of-attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator Board of Managers to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner irrevocably makes, constitutes and appoints the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s 's assets appointed pursuant to Section SECTION 6.2 of this Agreement with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partner, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this Agreement; (2) any amendment to the Certificate, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the Partnership; and (3) all other such instruments, documents and certificates that, in the view of legal counsel to the Partnership, from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should do business, or any political subdivision or agency of any such jurisdiction, or that legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership as a limited partnership under the Delaware Act. (b) Each Partner is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership without the Partner’s 's consent. Each Partner agrees that if an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership is taken in the manner contemplated by this Agreement, notwithstanding any objection that the Partner may assert with respect to the action, the attorneys-in-fact appointed under this Agreement are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section SECTION 8.2 in any manner that may be necessary or appropriate to permit the amendment to be made or action lawfully taken or omitted. Each Partner is fully aware that each Partner will rely on the effectiveness of this special power of attorney with a view to the orderly administration of the affairs of the Partnership. (c) The power of attorney contemplated by this Section SECTION 8.2 is a special power of attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s 's assets appointed under Section SECTION 6.2 of this Agreement, and as such the power of attorney: (1) will be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person granting the power of attorney, regardless of whether the Partnership, the General Partner, the Directors or any liquidator has had notice of the death or incapacity; and (2) will survive the delivery of a Transfer by a Partner of the whole or any portion of the Partner’s Units's Interest, except that, when the transferee of Units an Interest or portion of an Interest has been approved by the General Partner for admission to the Partnership as a substituted Partner, the power of attorney given by the transferor will survive the delivery of the assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator to execute, acknowledge and file any instrument necessary to effect the substitution.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner Sponsor and each of the Directors, acting severally, and any liquidator of the PartnershipFund’s assets appointed pursuant to Section 6.2 of this Agreement hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this AgreementAgreement which complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2) any amendment to the Certificate, including, without limitation, any such amendment Certificate required to reflect any amendments to because this Agreement, and including, without limitation, an amendment to effectuate any change in Agreement is amended or as otherwise required by the membership of the PartnershipDelaware Act; and (3) all other such instruments, documents and certificates thatwhich, in the view opinion of legal counsel to the PartnershipFund, from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Fund shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that which such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Fund as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Fund without the Partnersuch Member’s consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Fund is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner which such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that which may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipFund. (c) The power Pursuant to Section 18-204(c) of the Delaware Act, this power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is irrevocable and is coupled with an interest sufficient in law to support an irrevocable power in favor of the General Partner Sponsor and each of the Directors, acting severally, and any liquidator of the PartnershipFund’s assets assets, appointed under pursuant to Section 6.2 of this Agreementhereof, and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death death, disability, incapacity, dissolution, termination of existence or incapacity of bankruptcy of, or any Person other event concerning, any party granting the power of this power-of-attorney, regardless of whether the PartnershipFund, the General Partner, the Directors Board or any liquidator has shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Member of the Partner’s its Units, except that, when that where the transferee of Units thereof has been approved by the General Partner Board or the Sponsor for admission to the Partnership Fund as a substituted PartnerMember, the power of this power-of-attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General PartnerBoard, the Directors Sponsor, or any liquidator to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner Shareholder hereby irrevocably makes, constitutes and appoints the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed pursuant to Section 6.2 of this Agreement Administrator with full power of substitution, the true and lawful representatives representative and attorneysattorney-in-fact of, and in the name, place and stead of, the Partnersuch Shareholder, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 9.1 hereof); (2) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipCompany; and (3) all such other such instruments, documents and certificates that, in the view opinion of legal counsel to the PartnershipCompany, may from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Company shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Company as a limited partnership liability company under the Delaware Act. (b) Each Partner Shareholder is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Company without the Partner’s such Shareholder's consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Company is taken in the manner contemplated by this Agreement, each Shareholder agrees that, notwithstanding any objection that the Partner such Shareholder may assert with respect to the such action, the attorneysattorney-in-fact appointed under this Agreement are hereby is authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Shareholder is fully aware that each Partner Shareholder will rely on the effectiveness of this special power of attorney with a view to the orderly administration of the affairs of the PartnershipCompany. (c) The This power of attorney contemplated by this Section 8.2 is a special power of attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, Directors and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the this power of attorney, regardless of whether the Partnership, the General Partner, the Directors or any liquidator has Administrator shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Shareholder of the Partner’s Unitsall or portion of such Shareholder's Shares, except that, that when the transferee of Units thereof has been approved by the General Partner Board of Directors for admission to the Partnership Company as a substituted PartnerShareholder, the this power of attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator Administrator to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner irrevocably makes, constitutes and appoints the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed pursuant to Section 6.2 of this Agreement with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partner, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this Agreement; (2) any amendment to the Certificate, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the Partnership; and (3) all other such instruments, documents and certificates that, in the view of legal counsel to the Partnership, from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should do business, or any political subdivision or agency of any such jurisdiction, or that legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership as a limited partnership under the Delaware Act. (b) Each Partner is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership without the Partner’s consent. Each Partner agrees that if an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership is taken in the manner contemplated by this Agreement, notwithstanding any objection that the Partner may assert with respect to the action, the attorneys-in-fact appointed under this Agreement are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 in any manner that may be necessary or appropriate to permit the amendment to be made or action lawfully taken or omitted. Each Partner is fully aware that each Partner will rely on the effectiveness of this special power of attorney with a view to the orderly administration of the affairs of the Partnership. (c) The power of attorney contemplated by this Section 8.2 is a special power of attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, and as such the power of attorney: (1) will be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person granting the power of attorney, regardless of whether the Partnership, the General Partner, the Directors or any liquidator has had notice of the death or incapacity; and (2) will survive the delivery of a Transfer by a Partner of all or any portion of the Partner’s UnitsShares, except that, when the transferee of Units Shares has been approved by the General Partner for admission to the Partnership as a substituted Partner, the power of attorney given by the transferor will survive the delivery of the assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator to execute, acknowledge and file any instrument necessary to effect the substitution.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner Advisor and each of the Directors, acting severally, and any liquidator of the Partnership’s Fund's assets appointed pursuant to Section 6.2 of this Agreement hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this AgreementAgreement which complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipFund; and (3) all other such instruments, documents and certificates thatwhich, in the view opinion of legal counsel to the PartnershipFund, from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Fund shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that which such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Fund as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Fund without the Partner’s such Member's consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Fund is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner which such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that which may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipFund. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner Advisor and each of the Directors, acting severally, and any liquidator of the Partnership’s assets Fund's assets, appointed under pursuant to Section 6.2 of this Agreementhereof, and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the PartnershipFund, the General PartnerAdvisor, the Directors or any liquidator has shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Member of the Partner’s Unitswhole or any portion of such Member's Interest, except that, when that where the transferee of Units thereof has been approved by the General Partner Board for admission to the Partnership Fund as a substituted PartnerMember, the power this power-of attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General PartnerAdvisor, the Directors or any liquidator to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner and each of the DirectorsManager, acting severally, and any liquidator of the Partnership’s Fund's assets appointed pursuant to Section 6.2 of this Agreement hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file file, and/or publish: (1) any amendment to this Agreement; Agreement that complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipFund; and and (3) all such other such instruments, documents documents, and certificates that, in the view opinion of legal counsel to the PartnershipFund, may from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Fund shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement implement, and continue the valid existence and business of the Partnership Fund as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Fund without the Partner’s such Member's consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Fund is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner other Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipFund. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, Managers and any liquidator of the Partnership’s Fund's assets appointed under Section 6.2 of this Agreementand, and as such the power of attorney: such: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the PartnershipFund, the General Partner, the Directors Board or any liquidator has shall have had notice of the death or incapacitythereof; and and (2) will shall survive the delivery of a Transfer by a Partner Member of the Partner’s Unitssuch Member's Shares, except that, when that where the transferee of Units Transferee thereof has been approved by the General Partner for admission to the Partnership as a substituted PartnerBoard, the power of this power-of-attorney given by the transferor will Transferor shall survive the delivery of the assignment such Transfer for the sole purpose of enabling the General Partner, the Directors or any liquidator Board to execute, acknowledge acknowledge, and file any instrument necessary to effect the substitutionsuch Transfer.

Special Power of Attorney. (a) Each Partner Member irrevocably makes, constitutes and appoints the General Partner and each duly named officer of the DirectorsFund, acting severally, and any liquidator of the Partnership’s assets appointed pursuant to Section 6.2 of this Agreement with full power of substitution, the true and lawful representatives representative and attorneys-in-fact attorney‑in‑fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1i) any amendment to this Agreement that complies with the provisions of this Agreement (including the provisions of Section 9.1 of this Agreement); (2ii) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipFund; and (3iii) all such other such instruments, documents and certificates that, in the view opinion of legal counsel to the PartnershipFund, may from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Fund shall determine to do business, or any political subdivision or agency of any such jurisdiction, or that such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Fund as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Fund without the Partnersuch Member’s consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Fund is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneys-in-fact attorney‑in‑fact appointed under this Agreement are is authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of attorney with a view to the orderly administration of the affairs of the PartnershipFund. (c) The This power of attorney contemplated by this Section 8.2 is a special power of attorney and is coupled with an interest in favor of the General Partner Fund and each duly named officer of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, Fund and as such the power of attorneysuch: (1i) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the this power of attorney, regardless of whether the Partnership, the General Partner, the Directors Fund or any liquidator has such officer shall have had notice of the such death or incapacity; and (2ii) will shall survive the delivery of a Transfer by a Partner Member of the Partnerall or portion of such Member’s UnitsShares, except that, that when the transferee of Units such Share has been approved by the General Partner Board of Directors for admission to the Partnership Fund as a substituted PartnerMember, the this power of attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator such officer to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes constitutes, and appoints the General Partner and each of the DirectorsManager, acting severally, and any liquidator of the PartnershipFund’s assets appointed pursuant to Section 6.2 of this Agreement 7.2 with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place place, and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file file, and/or publish: (1i) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 9.1 hereof); (2ii) any amendment to the Certificate, including, without limitation, any such amendment Certificate required to reflect any amendments to because this Agreement, and including, without limitation, an amendment to effectuate any change in Agreement is amended or as otherwise required by the membership of the PartnershipDelaware Act; and (3iii) all other such instruments, documents documents, and certificates that, in the view opinion of legal counsel to the PartnershipFund, from time to time may be required by the laws of the United States of America, the State of Delaware Delaware, or any other jurisdiction in which the General Partner determines that the Partnership should Fund shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement implement, and continue the valid existence and business of the Partnership Fund as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Fund without the Partnersuch Member’s consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Fund is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that which may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipFund. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner and each of the DirectorsManager, acting severally, and any liquidator of the PartnershipFund’s assets assets, appointed under pursuant to Section 6.2 of this Agreement7.2 hereof, and as such the power of attorneysuch: (1i) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the PartnershipFund, the General PartnerBoard, the Directors or any liquidator has shall have had notice of the death or incapacitythereof; and (2ii) will shall survive the delivery of a Transfer by a Partner Member of the Partnerwhole or any portion of such Member’s UnitsInterest, except that, when that where the transferee of Units thereof has been approved by the General Partner Board for admission to the Partnership Fund as a substituted PartnerMember, the power of this power-of-attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors Board or any liquidator to execute, acknowledge acknowledge, and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner hereby irrevocably makes, constitutes and appoints the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s Fund's assets appointed pursuant to Section 6.2 of this Agreement hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the such Partner, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this AgreementAgreement which complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipFund; and (3) all other such instruments, documents and certificates thatwhich, in the view opinion of legal counsel to the PartnershipFund, from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Fund shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that which such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Fund as a limited partnership under the Delaware Act. (b) Each Partner is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Fund without the such Partner’s 's consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Fund is taken in the manner contemplated by this Agreement, each Partner agrees that, notwithstanding any objection that the which such Partner may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that which may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner is fully aware that each Partner will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipFund. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets Fund's assets, appointed under pursuant to Section 6.2 of this Agreementhereof, and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the PartnershipFund, the General Partner, the Directors or any liquidator has shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner of the whole or any portion of such Partner’s Units's Interest, except that, when that where the transferee of Units thereof has been approved by the General Partner for admission to the Partnership Fund as a substituted Partner, the power this power-of attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes constitutes, and appoints the General Partner and each of the DirectorsDirector, acting severally, and any liquidator of the PartnershipCompany’s assets appointed pursuant to Section 6.2 of this Agreement with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place place, and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file file, and/or publish: (1i) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2ii) any amendment to the Certificate, including, without limitation, any such amendment Certificate required to reflect any amendments to because this Agreement, and including, without limitation, an amendment to effectuate any change in Agreement is amended or as otherwise required by the membership of the PartnershipDelaware Act; and (3iii) all other such instruments, documents documents, and certificates that, in the view opinion of legal counsel to the Partnershipcounsel, from time to time may be required by the laws of the United States of America, the State of Delaware Delaware, or any other jurisdiction in which the General Partner determines that the Partnership should Company shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement implement, and continue the valid existence and business of the Partnership Company as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Company without the Partnersuch Member’s consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Company is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that which may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipCompany. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner and each of the DirectorsDirector, acting severally, and any liquidator of the PartnershipCompany’s assets assets, appointed under pursuant to Section 6.2 of this Agreementhereof, and as such the power of attorneysuch: (1i) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the PartnershipCompany, the General PartnerBoard, the Directors or any liquidator has shall have had notice of the death or incapacitythereof; and (2ii) will shall survive the delivery of a Transfer transfer by a Partner Member of the Partnerwhole or any portion of such Member’s Units, except that, when that where the transferee of Units thereof has been approved by the General Partner Board for admission to the Partnership Company as a substituted PartnerMember, the power of this power-of-attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors Board or any liquidator to execute, acknowledge acknowledge, and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner Shareholder hereby irrevocably makes, constitutes and appoints the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed pursuant to Section 6.2 of this Agreement Administrator with full power of substitution, the true and lawful representatives representative and attorneysattorney-in-fact of, and in the name, place and stead of, the Partnersuch Shareholder, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 9.1 hereof); (2) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipCompany; and (3) all such other such instruments, documents and certificates that, in the view opinion of legal counsel to the PartnershipCompany, may from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Company shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Company as a limited partnership liability company under the Delaware Act. (b) Each Partner Shareholder is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Company without the Partnersuch Shareholder’s consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Company is taken in the manner contemplated by this Agreement, each Shareholder agrees that, notwithstanding any objection that the Partner such Shareholder may assert with respect to the such action, the attorneysattorney-in-fact appointed under this Agreement are hereby is authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Shareholder is fully aware that each Partner Shareholder will rely on the effectiveness of this special power of attorney with a view to the orderly administration of the affairs of the PartnershipCompany. (c) The This power of attorney contemplated by this Section 8.2 is a special power of attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, Directors and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the this power of attorney, regardless of whether the Partnership, the General Partner, the Directors or any liquidator has Administrator shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Shareholder of the Partnerall or portion of such Shareholder’s UnitsShares, except that, that when the transferee of Units thereof has been approved by the General Partner Board of Directors for admission to the Partnership Company as a substituted PartnerShareholder, the this power of attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator Administrator to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Limited Partner by executing this Agreement does irrevocably makes, constitutes constitute and appoints appoint the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed pursuant to Section 6.2 of this Agreement with full power of substitution, the as his true and lawful representatives and attorneysattorney-in-fact offact, and in the his name, place and stead of, the Partner, with the power from time to time to make, sxxxx to: (a) execute, sign, acknowledge, swear toto (and deliver as may be appropriate) on his behalf and file and record in the appropriate public offices and publish (as may be appropriate): (i) this Agreement, verifyincluding any amendments adopted as provided herein, (ii) certificates of limited partnership in various jurisdictions, deliverand amendments thereto, recordand certificates of assumed name or doing business under a fictitious name with respect to the Partnership, (iii) all conveyances and other instruments which the General Partner deems appropriate to qualify or continue the Partnership in the jurisdictions in which the Partnership may conduct business which may be required to be filed by the Partnership or the Partners under the laws of any jurisdiction to reflect the dissolution or termination of the Partnership or to reorganize or refile the Partnership in a different jurisdiction, provided that the reorganization or refiling does not result in a material change in the rights of the partners; wxxxxx futures fund, l.p. (us) EXHIBIT A-9 (b) admit additional Limited Partners and, to the extent that it is necessary under the laws of any jurisdiction, to file amended certificates or agreements of limited partnership or other instruments to reflect such admission, to execute, file and/or publish: (1) any amendment to this Agreementand deliver such certificates, agreements and instruments; (2c) any amendment to the Certificatefile, includingprosecute, without limitationdefend, any such amendment required to reflect any amendments to this Agreementsettle or compromise litigation, and including, without limitation, an amendment to effectuate any change in the membership claims or arbitrations on behalf of the Partnership; and (3d) all other such instruments, documents and certificates that, in enter into agreements with third parties (including affiliates of the view of legal counsel General Partner) to carry out the Partnership, from time ’s business. The Power of Attorney granted herein shall be irrevocable and deemed to time may be required a power coupled with an Interest and shall survive the incapacity or death of a Limited Partner. Each Limited Partner agrees to be bound by the laws of the United States of America, the State of Delaware or any other jurisdiction in which representation made by the General Partner determines that the Partnership should do businessand by any successor thereto, or acting in good faith pursuant to such Power of Attorney, and each Limited Partner hereby waives any political subdivision or agency of any such jurisdiction, or that legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership as a limited partnership under the Delaware Act. (b) Each Partner is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership without the Partner’s consent. Each Partner agrees that if an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership is taken in the manner contemplated by this Agreement, notwithstanding any objection that the Partner may assert with respect to the action, the attorneys-in-fact appointed under this Agreement are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 in any manner that all defenses which may be necessary available to contest, negate or appropriate to permit disaffirm the amendment to be made or action lawfully taken or omitted. Each Partner is fully aware that each Partner will rely on the effectiveness of this special power of attorney with a view to the orderly administration of the affairs of the Partnership. (c) The power of attorney contemplated by this Section 8.2 is a special power of attorney and is coupled with an interest in favor of the General Partner and any successor thereto, taken in good faith under such Power of Attorney. In addition to this Power of Attorney, each Limited Partner agrees to execute a special Power of Attorney on a document separate from this Agreement. The form of Power of Attorney to be executed is included in the Directors, acting severally, Subscription Agreement attached to the Memorandum. In the event of any conflict between this Agreement and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, and as instruments filed by such the power of attorney: (1) will be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person granting the power of attorney, regardless of whether the Partnership, the General Partner, the Directors or any liquidator has had notice of the death or incapacity; and (2) will survive the delivery of a Transfer by a Partner of the Partner’s Units, except that, when the transferee of Units has been approved by the General Partner for admission attorney pursuant to the Partnership as a substituted PartnerPower of Attorney granted in this Paragraph 13, the power of attorney given by the transferor will survive the delivery of the assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator to execute, acknowledge and file any instrument necessary to effect the substitutionthis Agreement shall control.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner and each of the DirectorsManagers, acting severally, and any liquidator of the PartnershipFund’s assets appointed pursuant to Section 6.2 of this Agreement 6.02 hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this AgreementAgreement which complies with the provisions of this Agreement (including the provisions of Section 8.01 hereof); (2) any amendment to the Certificate, including, without limitation, any such amendment Certificate required to reflect any amendments to because this Agreement, and including, without limitation, an amendment to effectuate any change in Agreement is amended or as otherwise required by the membership of the PartnershipDelaware Act; and (3) all other such instruments, documents and certificates thatwhich, in the view opinion of legal counsel to the PartnershipFund, from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Fund shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that which such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Fund as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Fund without the Partnersuch Member’s consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Fund is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner which such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that which may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipFund. (c) The power Pursuant to Section 18-204(c) of the Delaware Act, this power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is irrevocable and is coupled with an interest sufficient in law to support an irrevocable power in favor of the General Partner and each of the DirectorsManagers, acting severally, and any liquidator of the PartnershipFund’s assets assets, appointed under pursuant to Section 6.2 of this Agreement6.02 hereof, and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death death, disability, incapacity, dissolution, termination of existence or incapacity of bankruptcy of, or any Person other event concerning, any party granting the power of this power-of-attorney, regardless of whether the PartnershipFund, the General Partner, the Directors Board or any liquidator has shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Member of the Partner’s its Units, except that, when that where the transferee of Units thereof has been approved by the General Partner Board for admission to the Partnership Fund as a substituted PartnerMember, the power of this power-of-attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors Board or any liquidator to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner Shareholder hereby irrevocably makes, constitutes and appoints the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed pursuant to Section 6.2 of this Agreement Administrator with full power of substitution, the true and lawful representatives representative and attorneysattorney-in-fact of, and in the name, place and stead of, the Partnersuch Shareholder, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 9.1 hereof); (2) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipCompany; and and (3) all such other such instruments, documents and certificates that, in the view opinion of legal counsel to the PartnershipCompany, may from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Company shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Company as a limited partnership liability company under the Delaware Act. (b) Each Partner Shareholder is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Company without the Partnersuch Shareholder’s consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Company is taken in the manner contemplated by this Agreement, each Shareholder agrees that, notwithstanding any objection that the Partner such Shareholder may assert with respect to the such action, the attorneysattorney-in-fact appointed under this Agreement are hereby is authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Shareholder is fully aware that each Partner Shareholder will rely on the effectiveness of this special power of attorney with a view to the orderly administration of the affairs of the PartnershipCompany. (c) The This power of attorney contemplated by this Section 8.2 is a special power of attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, Directors and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the this power of attorney, regardless of whether the Partnership, the General Partner, the Directors or any liquidator has Administrator shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Shareholder of the Partnerall or portion of such Shareholder’s UnitsShares, except that, that when the transferee of Units thereof has been approved by the General Partner Board of Directors for admission to the Partnership Company as a substituted PartnerShareholder, the this power of attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator Administrator to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes constitutes, and appoints the General Partner and each of the DirectorsDirector, acting severally, and any liquidator of the PartnershipCompany’s assets appointed pursuant to Section 6.2 of this Agreement with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place place, and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file file, and/or publish: (1i) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2ii) any amendment to the Certificate, including, without limitation, any such amendment Certificate required to reflect any amendments to because this Agreement, and including, without limitation, an amendment to effectuate any change in Agreement is amended or as otherwise required by the membership of the PartnershipDelaware Act; and (3iii) all other such instruments, documents documents, and certificates that, in the view opinion of legal counsel to the Partnershipcounsel, from time to time may be required by the laws of the United States of America, the State of Delaware Delaware, or any other jurisdiction in which the General Partner determines that the Partnership should Company shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement implement, and continue the valid existence and business of the Partnership Company as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Company without the Partnersuch Member’s consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Company is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that which may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipCompany. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner and each of the DirectorsDirector, acting severally, and any liquidator of the PartnershipCompany’s assets assets, appointed under pursuant to Section 6.2 of this Agreementhereof, and as such the power of attorneysuch: (1i) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the PartnershipCompany, the General PartnerBoard, the Directors or any liquidator has shall have had notice of the death or incapacitythereof; and (2ii) will shall survive the delivery of a Transfer transfer by a Partner Member of the Partnerwhole or any portion of such Member’s UnitsInterest, except that, when that where the transferee of Units thereof has been approved by the General Partner Board for admission to the Partnership Company as a substituted PartnerMember, the power of this power-of-attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors Board or any liquidator to execute, acknowledge acknowledge, and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner and each of the DirectorsDirector, acting severally, and any liquidator of the Partnership’s Company's assets appointed pursuant to Section 6.2 of this Agreement hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipCompany; and (3) all such other such instruments, documents and certificates that, in the view opinion of legal counsel to the PartnershipCompany, may from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Company shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Company as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Company without the Partner’s such Member's consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Company is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipCompany. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, Directors and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the Partnership, the General Partner, the Company or Board of Directors or any liquidator has shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Member of the Partner’s whole or any portion of such Member's Units, except that, when that where the transferee of Units thereof has been approved by the General Partner Board of Directors for admission to the Partnership Company as a substituted PartnerMember, the power of this power-of-attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Board of Directors or any liquidator to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner and each of the Directors, acting severally, Adviser and any liquidator of the PartnershipFund’s assets appointed pursuant to Section 6.2 of this Agreement hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1i) any amendment to this AgreementAgreement which complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2ii) any amendment to the Certificate, including, without limitation, any such amendment Certificate required to reflect any amendments to because this Agreement, and including, without limitation, an amendment to effectuate any change in Agreement is amended or as otherwise required by the membership of the PartnershipDelaware Act; and (3iii) all other such instruments, documents and certificates thatwhich, in the view opinion of legal counsel to the PartnershipFund, from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Fund shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Fund as a limited partnership liability company under the Delaware Act. The Adviser xxxxxx accepts the appointment provided in this Section 8.2 and agrees to assume and perform its obligations thereunder. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Fund without the Partnersuch Member’s consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Fund is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that which may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipFund. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, Adviser and any liquidator of the PartnershipFund’s assets assets, appointed under pursuant to Section 6.2 of this Agreementhereof, and as such the power of attorneysuch: (1i) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person Member granting the power of this power-of-attorney, regardless of whether the PartnershipFund, the General Partner, the Directors Board of Managers or any liquidator has shall have had notice of the death or incapacitythereof; and (2ii) will shall survive the delivery of a Transfer by a Partner Member of the Partnerall or any portion of such Member’s UnitsInterest, except that, when that where the transferee of Units thereof has been approved by the General Partner Board of Managers for admission to the Partnership Fund as a substituted PartnerMember, or upon withdrawal of a Member from the power Fund pursuant to a repurchase of Interests or otherwise, this power-of-attorney given by the transferor will survive the delivery of the assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator to execute, acknowledge and file any instrument necessary to effect the substitutionshall terminate.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner and each of the DirectorsDirector, acting severally, and any liquidator liquidating Director of the Partnership’s Fund's assets appointed pursuant to Section 6.2 of this Agreement 7.2 hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 9.1 hereof); (2) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipFund; and (3) all such other such instruments, documents and certificates that, in the view opinion of legal counsel to the PartnershipFund, may from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Fund shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Fund as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Fund without the Partner’s such Member's consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Fund is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipFund. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, Directors and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the Partnership, the General Partner, the Fund or Board of Directors or any liquidator has shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Member of the Partner’s Unitswhole or any portion of such Member's Shares, except that, when that where the transferee of Units thereof has been approved by the General Partner Board of Directors for admission to the Partnership Fund as a substituted PartnerMember, the power of this power-of-attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Board of Directors or any liquidator to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner hereby irrevocably makes, constitutes and appoints the General Partner (and each of the Directorstheir successors and permitted assigns), acting severally, and any liquidator of the Partnership’s assets appointed pursuant to Section 6.2 of this Agreement with full power of substitution, the true and lawful representatives representative and attorneysattorney-in-fact of, and in the name, place and stead of, the Partner, such Partner with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1i) any an amendment to this AgreementAgreement which complies with the provisions of this Agreement (including the provisions of Section 9.1); (2ii) the Certificate and any amendment to the Certificate, including, without limitation, any such amendment thereof required to reflect any amendments to because this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipAgreement is amended; and (3iii) all such other such instruments, documents and certificates thatwhich, in the view opinion of legal counsel to the Partnership, may from time to time may be required by the laws of the United States of America, the State States of Delaware Delaware, New York, or any other jurisdiction in which the General Partner determines that the Partnership should shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that which such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid and subsisting existence and business of the Partnership as a limited partnership under or to effect the Delaware Actdissolution or termination of the Partnership. (b) Each Limited Partner is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership without the Partner’s his consent. Each Partner agrees that if If an amendment to of the Certificate or this Agreement or any action by or with respect to the Partnership is taken by the General Partner in the manner contemplated by this Agreement, each Limited Partner agrees that, notwithstanding any objection that the which such Limited Partner may assert with respect to the such amendment or action, the attorneys-in-fact appointed under this Agreement are General Partner in its sole discretion is authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that which may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner is fully aware that each other Partner will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the Partnership. (c) The power of . This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, and as such the power of attorneysuch: (1i) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the Partnership, Partnership or the General Partner, the Directors or any liquidator has Partner shall have had notice of the death or incapacitythereof; and (2ii) will shall survive the delivery of a Transfer an assignment by a Limited Partner of the Partner’s Unitswhole or any portion of his interest in the Partnership, except that, when that where the transferee of Units assignee thereof has been approved by the General Partner for admission to the Partnership as a substituted Limited Partner, the power of this power-of-attorney given by the transferor will assignor shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator Partner to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner and each of the DirectorsDirector, acting severally, and any liquidator of the PartnershipMaster Portfolio’s assets appointed pursuant to Section 6.2 of this Agreement hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1i) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2ii) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipMaster Portfolio; and (3iii) all such other such instruments, documents and certificates that, in the view opinion of legal counsel to the PartnershipMaster Portfolio, may from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Master Portfolio shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Master Portfolio as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Master Portfolio without the Partnersuch Member’s consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Master Portfolio is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipMaster Portfolio. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, Directors and as such the power of attorneysuch: (1i) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the Partnership, the General Partner, the Directors Master Portfolio or any liquidator has Board shall have had notice of the death or incapacitythereof; and (2ii) will shall survive the delivery of a Transfer by a Partner Member of the Partnerwhole or any portion of such Member’s UnitsInterest, except that, when that where the transferee of Units thereof has been approved by the General Partner Board for admission to the Partnership Master Portfolio as a substituted PartnerMember or upon the withdrawal of a Member from the Master Portfolio pursuant to a periodic tender, the power of this power-of-attorney given by the transferor will shall survive the delivery of the such assignment or withdrawal for the sole purpose of enabling the General Partner, the Directors or any liquidator Board to execute, acknowledge and file any instrument necessary to effect the substitutionsuch substitution or withdrawal.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner Adviser and each of the Directors, acting severally, and any liquidator of the Partnership’s Fund's assets appointed pursuant to Section 6.2 of this Agreement hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this AgreementAgreement which complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2) any amendment to the Certificate, including, without limitation, any such amendment Certificate required to reflect any amendments to because this Agreement, and including, without limitation, an amendment to effectuate any change in Agreement is amended or as otherwise required by the membership of the PartnershipDelaware Act; and (3) all other such instruments, documents and certificates thatwhich, in the view opinion of legal counsel to the PartnershipFund, from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Fund shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that which such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Fund as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Fund without the Partner’s such Member's consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Fund is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner which such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that which may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipFund. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner Adviser and each of the Directors, acting severally, and any liquidator of the Partnership’s assets Fund's assets, appointed under pursuant to Section 6.2 of this Agreementhereof, and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the PartnershipFund, the General Partner, the Directors Board or any liquidator has shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Member of the Partner’s Unitswhole or any portion of such Member's Interest, except that, when that where the transferee of Units thereof has been approved by the General Partner Board for admission to the Partnership Fund as a substituted PartnerMember, the power of this power-of-attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors Board or any liquidator to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner irrevocably makes, constitutes and appoints the General Partner (and any successor thereto) and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed pursuant to Section 6.2 of this Agreement with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partner, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this AgreementAgreement duly adopted pursuant to Section 8.1; (2) any amendment to the Certificate, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the Partnership; and (3) all other such instruments, documents and certificates that, in the view of legal counsel to the Partnership, from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should do business, or any political subdivision or agency of any such jurisdiction, or that legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership as a limited partnership under the Delaware Act. (b) Each Partner is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership without the Partner’s consent. Each Partner agrees that if an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership is taken in the manner contemplated by this Agreement, notwithstanding any objection that the Partner may assert with respect to the action, the attorneys-in-fact appointed under this Agreement are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 in any manner that may be necessary or appropriate to permit the amendment to be made or action lawfully taken or omitted. Each Partner is fully aware that each Partner will rely on the effectiveness of this special power of attorney with a view to the orderly administration of the affairs of the Partnership. (c) The power of attorney contemplated by this Section 8.2 is a special power of attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, and as such the power of attorney: (1) will be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person granting the power of attorney, regardless of whether the Partnership, the General Partner, the Directors or any liquidator has had notice of the death or incapacity; and (2) will survive the delivery of a Transfer by a Partner of the whole or any portion of the Partner’s UnitsInterest, except that, when the transferee of Units an Interest or portion of an Interest has been approved by the General Partner for admission to the Partnership as a substituted Partner, the power of attorney given by the transferor will survive the delivery of the assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator to execute, acknowledge and file any instrument necessary to effect the substitution.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner and each of the DirectorsAdviser, acting severally, and any liquidator of the Partnership’s assets appointed pursuant to Section 6.2 of this Agreement with full power of substitution, the true and lawful representatives representative and attorneysattorney-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipCompany; and (3) all such other such instruments, documents and certificates that, in the view opinion of legal counsel to the PartnershipCompany, may from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Company shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Company as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Company without the Partnersuch Member’s consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Company is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneysattorney-in-fact appointed under this Agreement are hereby is authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of attorney with a view to the orderly administration of the affairs of the PartnershipCompany. (c) The This power of attorney contemplated by this Section 8.2 is a special power of attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, Adviser and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the this power of attorney, regardless of whether the Partnership, the General Partner, the Directors or any liquidator has Adviser shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Member of the Partnerall or portion of such Member’s Units, except that, that when the transferee of Units thereof has been approved by the General Partner Board of Directors for admission to the Partnership Company as a substituted PartnerMember, the this power of attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator Adviser to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes constitutes, and appoints the General Partner and each of the DirectorsDirector, acting severally, and any liquidator of the Partnership’s Fund's assets appointed pursuant to Section 6.2 of this Agreement with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place place, and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file file, and/or publish: (1) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2) any amendment to the Certificate, including, without limitation, any such amendment Certificate required to reflect any amendments to because this Agreement, and including, without limitation, an amendment to effectuate any change in Agreement is amended or as otherwise required by the membership of the PartnershipDelaware Act; and (3) all other such instruments, documents documents, and certificates that, in the view opinion of legal counsel to the PartnershipFund, from time to time may be required by the laws of the United States of America, the State of Delaware Delaware, or any other jurisdiction in which the General Partner determines that the Partnership should Fund shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement implement, and continue the valid existence and business of the Partnership Fund as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Fund without the Partner’s such Member's consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Fund is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that which may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipFund. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner and each of the DirectorsDirector, acting severally, and any liquidator of the Partnership’s assets Fund's assets, appointed under pursuant to Section 6.2 of this Agreementhereof, and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the PartnershipFund, the General PartnerBoard, the Directors or any liquidator has shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Member of the Partner’s Unitswhole or any portion of such Member's Interest, except that, when that where the transferee of Units thereof has been approved by the General Partner Board for admission to the Partnership Fund as a substituted PartnerMember, the power of this power-of-attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors Board or any liquidator to execute, acknowledge acknowledge, and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner hereby irrevocably makes, constitutes and appoints the Corporate General Partner and Partner, each of the DirectorsIndividual General Partners, acting severally, and any liquidator of the Partnership’s 's assets appointed pursuant to Section 6.2 of this Agreement hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the such Partner, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this AgreementAgreement which complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the Partnership; and (3) all such other such instruments, documents and certificates thatwhich, in the view opinion of legal counsel to the Partnership, may from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that which such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership as a limited partnership under the Delaware Act. (b) Each Partner is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership without the such Partner’s 's consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership is taken in the manner contemplated by this Agreement, each Partner agrees that, notwithstanding any objection that the which such Partner may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that which may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner is fully aware that each Partner will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the Partnership. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the Corporate General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, Individual General Partners and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the Partnership, Partnership or the Corporate General Partner, the Directors Partner or any liquidator has Individual General Partners shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner of the whole or any portion of such Partner’s Units's Interest, except that, when that where the transferee of Units thereof has been approved by the Individual General Partner Partners for admission to the Partnership as a substituted Partner, the power of this power-of-attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the Corporate General Partner, the Directors Partner or any liquidator Individual General Partners to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner and each of the DirectorsManager, acting severally, and any liquidator of the Partnership’s Company's assets appointed pursuant to Section 6.2 of this Agreement hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipCompany; and (3) all such other such instruments, documents and certificates that, in the view opinion of legal counsel to the PartnershipCompany, may from time to time may be required by the laws of the United States of AmericaStates, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Company shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Company as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Company without the Partner’s such Member's consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Company is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipCompany. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, Managers and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the Partnership, the General Partner, the Directors Company or any liquidator has Board of Managers shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Member of the Partner’s whole or any portion of such Member's Units, except that, when that where the transferee of Units thereof has been approved by the General Partner Board of Managers for admission to the Partnership Company as a substituted PartnerMember, the power of this power-of-attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator Board of Managers to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner and each of the DirectorsManager, acting severally, and any liquidator of the PartnershipFund’s assets appointed pursuant to Section 6.2 of this Agreement hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file file, and/or publish: (1) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipFund; and (3) all such other such instruments, documents documents, and certificates that, in the view opinion of legal counsel to the PartnershipFund, may from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Fund shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement implement, and continue the valid existence and business of the Partnership Fund as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Fund without the Partnersuch Member’s consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Fund is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner other Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipFund. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, Managers and any liquidator of the PartnershipFund’s assets appointed under Section 6.2 of this Agreementand, and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the PartnershipFund, the General Partner, the Directors Board or any liquidator has shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Member of the Partnersuch Member’s UnitsUnitsShares, except that, when that where the transferee of Units Transferee thereof has been approved by the General Partner for admission to the Partnership as a substituted PartnerBoard, the power of this power-of-attorney given by the transferor will Transferor shall survive the delivery of the assignment such Transfer for the sole purpose of enabling the General Partner, the Directors or any liquidator Board to execute, acknowledge acknowledge, and file any instrument necessary to effect the substitutionsuch Transfer.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner Prospero Capital Management, LLC and each of the Directors, acting severally, and any liquidator of the Partnership’s Fund's assets appointed pursuant to Section 6.2 of this Agreement hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this AgreementAgreement which complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2) any amendment to the Certificate, including, without limitation, any such amendment Certificate required to reflect any amendments to because this Agreement, and including, without limitation, an amendment to effectuate any change in Agreement is amended or as otherwise required by the membership of the PartnershipDelaware Act; and (3) all other such instruments, documents and certificates thatwhich, in the view opinion of legal counsel to the PartnershipFund, from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Fund shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that which such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Fund as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Fund without the Partner’s such Member's consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Fund is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner which such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that which may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipFund. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner Adviser and each of the Directors, acting severally, and any liquidator of the Partnership’s assets Fund's assets, appointed under pursuant to Section 6.2 of this Agreementhereof, and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the PartnershipFund, the General Partner, the Directors Board or any liquidator has shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Member of the Partner’s Unitswhole or any portion of such Member's Interest, except that, when that where the transferee of Units thereof has been approved by the General Partner Board for admission to the Partnership Fund as a substituted PartnerMember, the power of this power-of-attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors Board or any liquidator to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints each Manager and the General Partner and each of the DirectorsAdviser, acting severally, and any liquidator of the Partnership’s Fund's assets appointed pursuant to Section 6.2 of this Agreement 5.2 hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 7.1 hereof); (2) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipFund; and (3) all such other such instruments, documents and certificates that, in the view opinion of legal counsel to the PartnershipFund, may from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Fund shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Fund as a limited partnership liability company under the Delaware ActAct (including any such conveyances and other instruments deemed necessary to effect the authorized dissolution or termination of the Fund). (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Fund without the Partner’s such Member's consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Fund is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipFund. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of each Manager and the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, Adviser and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the Partnership, the General Partner, the Directors Fund or any liquidator has Board of Managers shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Member of the Partner’s Unitswhole or any portion of such Member's Interest, except that, when that where the transferee of Units thereof has been approved by the General Partner Board of Managers for admission to the Partnership Fund as a substituted PartnerMember, the power of this power-of- attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator Board of Managers to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner and each of the DirectorsManager, acting severally, and any liquidator of the Partnership’s Company's assets appointed pursuant to Section 6.2 of this Agreement hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this AgreementAgreement which complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipCompany; and (3) all such other such instruments, documents and certificates thatwhich, in the view opinion of legal counsel to the PartnershipCompany, may from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Company shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that which such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Company as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Company without the Partner’s such Member's consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Company is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner which such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that which may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipCompany. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, Managers and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the Partnership, the General Partner, the Directors Company or any liquidator has Board of Managers shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Member of the Partner’s Unitswhole or any portion of such Member's Interest, except that, when that where the transferee of Units thereof has been approved by the General Partner Board of Managers for admission to the Partnership Company as a substituted PartnerMember, the power of this power-of-attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator Board of Managers to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints each Manager and the General Partner and each of the DirectorsAdviser, acting severally, and any liquidator of the Partnership’s Fund's assets appointed pursuant to Section 6.2 of this Agreement 5.2 hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 7.1 hereof); (2) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipFund; and (3) all such other such instruments, documents and certificates that, in the view opinion of legal counsel to the PartnershipFund, may from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Fund shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Fund as a limited partnership liability company under the Delaware ActAct (including any such conveyances and other instruments deemed necessary to effect the authorized dissolution or termination of the Fund). (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Fund without the Partner’s such Member's consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Fund is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipFund. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of each Manager and the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, Adviser and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the Partnership, the General Partner, the Directors Fund or any liquidator has Board of Managers shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Member of the Partner’s Unitswhole or any portion of such Member's Interest, except that, when that where the transferee of Units thereof has been approved by the General Partner Board of Managers for admission to the Partnership Fund as a substituted PartnerMember, the power of this power-of-attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator Board of Managers to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner and each of the DirectorsManager, acting severally, and any liquidator of the Partnership’s Company's assets appointed pursuant to Section 6.2 of this Agreement hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipCompany; and (3) all such other such instruments, documents and certificates that, in the view opinion of legal counsel to the PartnershipCompany, may from time to time may be required by the laws of the United States of AmericaStates, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Company shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Company as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Company without the Partner’s such Member's consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Company is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipCompany. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, Managers and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the Partnership, the General Partner, the Directors Company or any liquidator has Board of Managers shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Member of the Partner’s Unitswhole or any portion of such Member's Interest, except that, when that where the transferee of Units thereof has been approved by the General Partner Board of Managers for admission to the Partnership Company as a substituted PartnerMember, the power of this power-of-attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator Board of Managers to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner hereby irrevocably makes, constitutes and appoints the General Partner and each of the DirectorsPartner, acting severally, and any liquidator of the Partnership’s assets appointed pursuant to Section 6.2 of this Agreement with full power of substitution, the true and lawful representatives representative and attorneysattorney-in-fact ofof such Partner, and in the name, place and stead of, the of such Partner, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this Agreement; (2) any amendment to the Certificate, including, without limitation, any publish all such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the Partnership; and (3) all other such instruments, documents instruments and certificates thatwhich, in the view opinion of legal counsel to retained by the PartnershipGeneral Partner, may from time to time may be required by the laws of Israel, the United States of AmericaStates, the State States of Delaware or California or any other jurisdiction state in which the General Partner determines that the Partnership should shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that which said legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid and subsisting existence and business of the Partnership as a limited partnership under the Delaware Act. (b) Each Partner is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership without the Partner’s consentPartnership. Each Partner agrees that if an amendment to the Certificate or this Agreement or If any action by or with respect to the Partnership is taken by the General Partner in the manner contemplated by this Agreement, notwithstanding any objection each Partner agrees that the Partner may assert with respect to the action, the attorneys-in-fact appointed under this Agreement are special attorney specified above is authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that which may be necessary or appropriate to permit the amendment such action to be made or action lawfully taken or omitted. Each Partner is fully aware that it and each other Partner has executed this power-of-attorney, and that each Partner will rely on the effectiveness of this special power of attorney such powers with a view to the orderly administration of the affairs of the Partnership. (c) The power of . This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner and each (i) may be exercised for a Partner by a facsimile signature of the DirectorsGeneral Partner or, acting severallyafter listing all of the Limited Partners including such Partner, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, and as such the power of attorney: (1) will be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person granting the power of attorney, regardless of whether the Partnership, the General Partner, the Directors or any liquidator has had notice by a single signature of the death or incapacityGeneral Partner acting as attorney-in-fact for all of them; and and (2ii) will shall survive the delivery of a Transfer an assignment by a Limited Partner of the Partner’s Unitswhole or any portion of its interest in the Partnership, except that, when that where the transferee of Units assignee thereof has been approved by the General Partner for admission to the Partnership partnership as a substituted Substituted Limited Partner, the power of this power-of-attorney given by the transferor will assignor shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator Partner to execute, acknowledge acknowledge, and file any instrument necessary to effect such substitution. The powers of attorney granted under this Section 11.1 cannot be utilized by the substitutionGeneral Partner to increase or extend any financial obligation or liability of a Limited Partner, to alter the method of division of profits and losses or the method of distributions in connection with the investment of a Limited Partner or to alter the rights and obligations of a Limited Partner without the written consent of such Limited Partner. In addition, the powers of attorney granted under this Section 11.1 may not be utilized by the General Partner to amend this Agreement.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner and each of the Directors, acting severally, Adviser and any liquidator of the PartnershipFund’s assets appointed pursuant to Section 6.2 of this Agreement hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1i) any amendment to this AgreementAgreement which complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2ii) any amendment to the Certificate, including, without limitation, any such amendment Certificate required to reflect any amendments to because this Agreement, and including, without limitation, an amendment to effectuate any change in Agreement is amended or as otherwise required by the membership of the PartnershipDelaware Act; and (3iii) all other such instruments, documents and certificates thatwhich, in the view opinion of legal counsel to the PartnershipFund, from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Fund shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Fund as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Fund without the Partnersuch Member’s consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Fund is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that which may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipFund. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, Adviser and any liquidator of the PartnershipFund’s assets assets, appointed under pursuant to Section 6.2 of this Agreementhereof, and as such the power of attorneysuch: (1i) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person Member granting the power of this power-of-attorney, regardless of whether the PartnershipFund, the General Partner, the Directors Board of Managers or any liquidator has shall have had notice of the death or incapacitythereof; and (2ii) will shall survive the delivery of a Transfer by a Partner Member of the Partnerall or any portion of such Member’s UnitsInterest, except that, when that where the transferee of Units thereof has been approved by the General Partner Board of Managers for admission to the Partnership Fund as a substituted PartnerMember, or upon withdrawal of a Member from the power Fund pursuant to a repurchase of Interests or otherwise, this power-of-attorney given by the transferor will survive the delivery of the assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator to execute, acknowledge and file any instrument necessary to effect the substitutionshall terminate.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes constitutes, and appoints the General Partner and each of the DirectorsManager, acting severally, and any liquidator of the Partnership’s Fund's assets appointed pursuant to Section 6.2 of this Agreement with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place place, and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file file, and/or publish: (1) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2) any amendment to the Certificate, including, without limitation, any such amendment Certificate required to reflect any amendments to because this Agreement, and including, without limitation, an amendment to effectuate any change in Agreement is amended or as otherwise required by the membership of the PartnershipDelaware Act; and (3) all other such instruments, documents documents, and certificates that, in the view opinion of legal counsel to the PartnershipFund, from time to time may be required by the laws of the United States of America, the State of Delaware Delaware, or any other jurisdiction in which the General Partner determines that the Partnership should Fund shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement implement, and continue the valid existence and business of the Partnership Fund as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Fund without the Partner’s such Member's consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Fund is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that which may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipFund. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner and each of the DirectorsManager, acting severally, and any liquidator of the Partnership’s assets Fund's assets, appointed under pursuant to Section 6.2 of this Agreementhereof, and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the PartnershipFund, the General PartnerBoard, the Directors or any liquidator has shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Member of the Partner’s Unitswhole or any portion of such Member's Interest, except that, when that where the transferee of Units thereof has been approved by the General Partner Board for admission to the Partnership Fund as a substituted PartnerMember, the power of this power-of-attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors Board or any liquidator to execute, acknowledge acknowledge, and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes constitutes, and appoints the General Partner and each of the DirectorsDirector, acting severally, and any liquidator of the PartnershipFund’s assets appointed pursuant to Section 6.2 of this Agreement with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place place, and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file file, and/or publish: (1) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2) any amendment to the Certificate, including, without limitation, any such amendment Certificate required to reflect any amendments to because this Agreement, and including, without limitation, an amendment to effectuate any change in Agreement is amended or as otherwise required by the membership of the PartnershipDelaware Act; and (3) all other such instruments, documents documents, and certificates that, in the view opinion of legal counsel to the PartnershipFund, from time to time may be required by the laws of the United States of America, the State of Delaware Delaware, or any other jurisdiction in which the General Partner determines that the Partnership should Fund shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement implement, and continue the valid existence and business of the Partnership Fund as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Fund without the Partnersuch Member’s consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Fund is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that which may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipFund. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner and each of the DirectorsDirector, acting severally, and any liquidator of the PartnershipFund’s assets assets, appointed under pursuant to Section 6.2 of this Agreementhereof, and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the PartnershipFund, the General PartnerBoard, the Directors or any liquidator has shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Member of the Partnerwhole or any portion of such Member’s UnitsInterest, except that, when that where the transferee of Units thereof has been approved by the General Partner Board for admission to the Partnership Fund as a substituted PartnerMember, the power of this power-of-attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors Board or any liquidator to execute, acknowledge acknowledge, and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner Manager and each of the Directors, acting severally, and any liquidator of the Partnership’s Fund's assets appointed pursuant to Section 6.2 of this Agreement hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this AgreementAgreement which complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2) any amendment to the Certificate, including, without limitation, any such amendment Certificate required to reflect any amendments to because this Agreement, and including, without limitation, an amendment to effectuate any change in Agreement is amended or as otherwise required by the membership of the PartnershipDelaware Act; and (3) all other such instruments, documents and certificates thatwhich, in the view opinion of legal counsel to the PartnershipFund, from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Fund shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that which such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Fund as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Fund without the Partner’s such Member's consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Fund is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner which such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that which may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipFund. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner Manager and each of the Directors, acting severally, and any liquidator of the Partnership’s assets Fund's assets, appointed under pursuant to Section 6.2 of this Agreementhereof, and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the PartnershipFund, the General Partner, the Directors Board or any liquidator has shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Member of the Partner’s Unitswhole or any portion of such Member's Interest, except that, when that where the transferee of Units thereof has been approved by the General Partner Board for admission to the Partnership Fund as a substituted PartnerMember, the power of this power-of-attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors Board or any liquidator to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner Adviser and each of the Directors, acting severally, and any liquidator Liquidating Trustee of the Partnership’s Fund's assets appointed pursuant to Section 6.2 of this Agreement 7.2 hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this Agreement which complies with the provisions of this Agreement; (2) any amendment to the CertificateCertificate required because this Agreement is amended or as otherwise required by the Delaware Act; (3) any instrument related to the admission, includingremoval, without limitationTransfer or resignation of any Member or Substituted Member; (4) any document or instrument that may be necessary or appropriate to effect the dissolution, any such amendment required to reflect any amendments to this Agreementwinding up, liquidation and including, without limitation, an amendment to effectuate any change in the membership termination of the PartnershipFund, pursuant to the terms hereof; and (35) all other such instruments, documents and certificates that, in the view of legal counsel to the PartnershipFund, from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Fund shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Fund as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Fund without the Partner’s such Member's consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Fund is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner which such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that which may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipFund. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner Adviser and each of the Directors, acting severally, and any liquidator Liquidating Trustee of the Partnership’s assets Fund's assets, appointed under pursuant to Section 6.2 of this Agreement7.2 hereof, and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the PartnershipFund, the General PartnerAdviser, the Directors Board or any liquidator has Liquidating Trustee shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Member of the Partner’s Unitsits Shares, except that, when that where the transferee of Units thereof has been approved by the General Partner Board for admission to the Partnership Fund as a substituted PartnerSubstituted Member, the power of this power-of-attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General PartnerAdviser, the Directors Board or any liquidator Liquidating Trustee to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed pursuant to Section 6.2 of this Agreement Administrator with full power of substitution, the true and lawful representatives representative and attorneysattorney-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipCompany; and (3) all such other such instruments, documents and certificates that, in the view opinion of legal counsel to the PartnershipCompany, may from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Company shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Company as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Company without the Partnersuch Member’s consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Company is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneysattorney-in-fact appointed under this Agreement are hereby is authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of attorney with a view to the orderly administration of the affairs of the PartnershipCompany. (c) The This power of attorney contemplated by this Section 8.2 is a special power of attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, Directors and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the this power of attorney, regardless of whether the Partnership, the General Partner, the Directors or any liquidator has Administrator shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Member of the Partnerall or portion of such Member’s Units, except that, that when the transferee of Units thereof has been approved by the General Partner Board of Directors for admission to the Partnership Company as a substituted PartnerMember, the this power of attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator Administrator to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner and each of the DirectorsManager, acting severally, and any liquidator of the PartnershipCompany’s assets appointed pursuant to Section 6.2 of this Agreement hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this AgreementAgreement which complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipCompany; and (3) all such other such instruments, documents and certificates thatwhich, in the view opinion of legal counsel to the PartnershipCompany, may from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Company shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that which such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Company as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Company without the Partnersuch Member’s consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Company is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner which such Member may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement hereby are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that which may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of power-of-attorney with a view to the orderly administration of the affairs of the PartnershipCompany. (c) The power of This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, Managers and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the Partnership, the General Partner, the Directors Company or any liquidator has Board of Managers shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Member of the Partnerwhole or any portion of such Member’s UnitsInterest, except that, when that where the transferee of Units thereof has been approved by the General Partner Board of Managers for admission to the Partnership Company as a substituted PartnerMember, the power of this power-of-attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator Board of Managers to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner hereby irrevocably makes, constitutes and appoints the General Partner (and each of the Directorsits successors and permitted assigns), acting severally, and any liquidator of the Partnership’s assets appointed pursuant to Section 6.2 of this Agreement with full power of substitution, the true and lawful representatives representative and attorneysattorney-in-fact of, and in the name, place and stead of, the Partner, such Partner with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or or publish: (1i) any an amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 8.1); (2ii) the Certificate and any amendment to the Certificatethereof required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, including an amendment to effectuate any change in the membership of the PartnershipPartnership or in the capital contributions of the Partners; and (3iii) all such other such instruments, documents and certificates thatwhich, in the view opinion of legal counsel to the Partnership, may from time to time may be required by the laws of the United States of America, the State of Delaware Texas, or any other jurisdiction in which the General Partner Partnership determines that the Partnership should to do business, or any political subdivision or agency of any such jurisdictionthereof, or that which such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid and subsisting existence and business of the Partnership as a limited partnership under or to effect the Delaware Actdissolution or termination of the Partnership. (b) Each Limited Partner is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership without the Partner’s his consent. Each Partner agrees that if If an amendment to of the Certificate or this Agreement or any action by or with respect to the Partnership is taken by the General Partner in the manner contemplated by this Agreement, each Limited Partner agrees that, notwithstanding any objection that the which such Limited Partner may assert with respect to the such action, the attorneys-in-fact appointed under this Agreement are General Partner in its sole discretion is authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that which may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner is fully aware that each other Partner will rely relies on the effectiveness of this special power of power- of-attorney with a view to the orderly administration of the affairs of the Partnership. (c) The power of . This power-of-attorney contemplated by this Section 8.2 is a special power of power-of-attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, and as such the power of attorneysuch: (1i) will be is irrevocable and continue continues in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the power of this power-of-attorney, regardless of whether the Partnership, Partnership or the General Partner, the Directors or any liquidator Partner has had notice of the death or incapacitythereof; and (2ii) will survive survives the delivery of a Transfer an assignment by a Limited Partner of the Partner’s Unitswhole or any portion of his Interest, except that, when that where the transferee of Units assignee thereof has been approved by the General Partner for admission to the Partnership as a substituted Limited Partner, the power of this power-of-attorney given by the transferor will survive assignor survives the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator Partner to execute, acknowledge and file any instrument necessary to effect the such substitution.

Special Power of Attorney. (a) Each Partner Member hereby irrevocably makes, constitutes and appoints the General Partner and each of the DirectorsAdvisor, acting severally, and any liquidator of the Partnership’s assets appointed pursuant to Section 6.2 of this Agreement with full power of substitution, the true and lawful representatives representative and attorneysattorney-in-fact of, and in the name, place and stead of, the Partnersuch Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this AgreementAgreement that complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2) any amendment to the CertificateCertificate required because this Agreement is amended, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the PartnershipCompany; and (3) all such other such instruments, documents and certificates that, in the view opinion of legal counsel to the PartnershipCompany, may from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should Company shall determine to do business, or any political subdivision or agency of any such jurisdictionthereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership Company as a limited partnership liability company under the Delaware Act. (b) Each Partner Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership Company without the Partner’s such Member's consent. Each Partner agrees that if If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership Company is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that the Partner such Member may assert with respect to the such action, the attorneysattorney-in-fact appointed under this Agreement are hereby is authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 above in any manner that may be necessary or appropriate to permit the such amendment to be made or action lawfully taken or omitted. Each Partner Member is fully aware that each Partner Member will rely on the effectiveness of this special power of attorney with a view to the orderly administration of the affairs of the PartnershipCompany. (c) The This power of attorney contemplated by this Section 8.2 is a special power of attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, Advisor and as such the power of attorneysuch: (1) will shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person party granting the this power of attorney, regardless of whether the Partnership, the General Partner, the Directors or any liquidator has Advisor shall have had notice of the death or incapacitythereof; and (2) will shall survive the delivery of a Transfer by a Partner Member of the Partner’s all or portion of such Member's Units, except that, that when the transferee of Units thereof has been approved by the General Partner Board of Directors for admission to the Partnership Company as a substituted PartnerMember, the this power of attorney given by the transferor will shall survive the delivery of the such assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator Advisor to execute, acknowledge and file any instrument necessary to effect the such substitution.