Common use of Grant of Power Clause in Contracts

Grant of Power. Each Limited Partner hereby constitutes and appoints the General Partner and its authorized representatives (and any successor thereto by assignment, election, or otherwise and the authorized representatives thereof) with full power of substitution as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place, and xxxxx, to execute, swear to, acknowledge, deliver, file, and record in the appropriate public offices, as applicable or appropriate (i) all certificates and other instruments and all amendments or restatements thereof that the General Partner deems reasonable and appropriate or necessary to qualify or register, or continue the qualification or registration of, the Partnership as a limited partnership (or a partnership in which Limited Partners have limited liability) in all jurisdictions in which the Partnership may conduct business or own property; (ii) all instruments, including an amendment or restatement of this Agreement, that the General Partner deems appropriate or necessary to reflect any amendment, change, or modification of this Agreement in accordance with its terms; (iii) all conveyances and other instruments or documents that the General Partner deems appropriate or necessary to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement; (iv) all instruments relating to the admission or substitution of any Partner; (v) all ballots, consents, approvals, waivers, certificates, and other instruments appropriate or necessary, in the sole discretion of the General Partner, to make, evidence, give, confirm, or ratify any vote, consent, approval, agreement, or other action that is made or given by Limited Partners hereunder, is deemed to be made or given by Limited Partners hereunder, or is consistent with the terms of this Agreement and appropriate or necessary, in the sole discretion of the General Partner, to effectuate the terms or intent of this Agreement; provided that, with respect to any action that requires the vote, consent, or approval of a stated percentage of Limited Partners under the terms of this Agreement, the General Partner may exercise the power of attorney granted in this subsection (v) only after the necessary vote, consent, or approval has been made or given. Nothing herein contained shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article IX of this Agreement or as otherwise provided in this Agreement.

Grant of Power. Each Limited Partner hereby constitutes and appoints the General Partner and its authorized representatives (and any successor thereto by assignment, election, or otherwise and the authorized representatives thereof) with full power of substitution as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place, and xxxxx, to execute, swear to, acknowledge, deliver, file, and record in the appropriate public offices, as applicable or appropriate (i) all certificates and other instruments and all amendments or restatements thereof that the General Partner deems reasonable and appropriate or necessary to qualify or register, or continue the qualification or registration of, the Partnership as a limited partnership (or a partnership in which Limited Partners have limited liability) in all jurisdictions in which the Partnership may conduct business or own property; (ii) all instruments, including an amendment or restatement of this Agreement, that the General Partner deems appropriate or necessary to reflect any amendment, change, or modification of this Agreement in accordance with its terms; (iii) all conveyances and other instruments or documents that the General Partner deems appropriate or necessary to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement; (iv) all instruments relating to the admission or substitution of any Partner; and (v) all ballots, consents, approvals, waivers, certificates, and other instruments appropriate or necessary, in the sole discretion of the General Partner, to make, evidence, give, confirm, or ratify any vote, consent, approval, agreement, or other action that is made or given by Limited Partners hereunder, is deemed to be made or given by Limited Partners hereunder, or is consistent with the terms of this Agreement and appropriate or necessary, in the sole discretion of the General Partner, to effectuate the terms or intent of this Agreement; provided that, with respect to any action that requires the vote, consent, or approval of a stated percentage of Limited Partners under the terms of this Agreement, the General Partner may exercise the power of attorney granted in this subsection (v) only after the necessary vote, consent, or approval has been made or given. Nothing herein contained shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article IX of this Agreement or as otherwise provided in this Agreement.

Grant of Power. Each Limited Partner does hereby constitutes irrevocably make, constitute, and appoints appoint the General Partner and its authorized representatives (Partner, each of their partners and any successor thereto by assignmentsuccessors thereto, election, or otherwise and the authorized representatives thereof) each with full power of substitution substitution, as his its true and lawful agent attorney and attorney-in-factagent, with full power and authority in his its name, place, and xxxxx, stead and to execute, swear to, acknowledge, deliver, file, and record in the appropriate public offices, as applicable or appropriate offices (i) all certificates and other instruments (including, without limitation, the Certificate of Limited Partnership and, at the option of the General Partner, counterparts of this Agreement) and all amendments or restatements thereof thereto that the General Partner deems reasonable and appropriate appropriate, necessary or necessary advisable to qualify or registerform, qualify, reform, or continue the qualification or registration of, the Partnership as a limited partnership (or a partnership in which the Limited Partners have limited liability) in all jurisdictions the State of Texas and in each jurisdiction in which the Partnership may conduct business or own propertyconducts business; (ii) all instruments, including an amendment or restatement of this Agreement, instruments that the General Partner deems necessary, appropriate or necessary advisable to reflect the use by the Partnership of any name other than KCI Real Property Limited; (iii) all instruments that the General Partner deems necessary, appropriate, or advisable to reflect any amendment, change, or modification of this Agreement the Partnership in accordance with its termsthe terms of this Agreement; (iiiiv) all conveyances and other instruments or documents that the General Partner deems appropriate appropriate, necessary, or necessary advisable to reflect the dissolution and liquidation termination of the Partnership pursuant to the terms of this Agreement; (ivv) all instruments relating to the admission of additional or substitution of any Partner; (v) all ballots, consents, approvals, waivers, certificates, and other instruments appropriate or necessary, in the sole discretion of the General Partner, substituted Partners pursuant to make, evidence, give, confirm, or ratify any vote, consent, approval, agreement, or other action that is made or given by Limited Partners hereunder, is deemed to be made or given by Limited Partners hereunder, or is consistent with the terms of this Agreement and appropriate or necessary(including, without limitation, changes in the sole discretion Partners’ Voting Interests resulting from the admission of the General Partner, to effectuate the terms such additional or intent of this Agreementsubstituted Partners); provided that, with respect to any action (vi) all documents that requires the vote, consent, or approval of a stated percentage of Limited Partners under the terms of this Agreement, the General Partner may exercise the power of attorney granted in this subsection deems appropriate, necessary or advisable to record or effectuate any vote that a Limited Partner is deemed to have cast pursuant to Section 15.14; and (vvii) only after the necessary vote, consent, any other documents or approval has been made or given. Nothing herein contained shall be construed as authorizing instruments that the General Partner to amend this Agreement except deems necessary, appropriate, or advisable in accordance connection with Article IX of this Agreement or as otherwise provided in this Agreementthe Partnership business.

Grant of Power. Each Limited Partner Member hereby constitutes and appoints the General Partner Manager to exercise this power of attorney and its his authorized representatives (and any successor thereto by assignment, election, or otherwise and the authorized representatives thereof) with full power of substitution as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place, and xxxxxsxxxx, to execute, swear to, acknowledge, deliver, file, and record in the appropriate public offices, as applicable or appropriate (i) all certificates and other instruments and all amendments or restatements thereof that the General Partner such Manager deems reasonable and appropriate or necessary to qualify or register, or continue the qualification or registration of, the Partnership Company as a limited partnership (or a partnership in which Limited Partners have limited liability) liability company in all jurisdictions in which the Partnership Company may conduct business or own property; (ii) all instruments, including an amendment or restatement of this Company Agreement, that the General Partner such Manager deems appropriate or necessary to reflect any amendment, change, or modification of this Company Agreement in accordance with its terms; (iii) all conveyances and other instruments or documents that the General Partner such Manager deems appropriate or necessary to reflect the dissolution and liquidation of the Partnership Company pursuant to the terms of this Company Agreement; (iv) all instruments relating to the admission or substitution of any PartnerMember; (v) all ballots, consents, approvals, waivers, certificates, and other instruments appropriate or necessary, in the sole discretion of the General Partnersuch Manager, to make, evidence, give, confirm, or ratify any vote, consent, approval, agreement, or other action that is made or given by Limited Partners Members hereunder, is deemed to be made or given by Limited Partners Members hereunder, or is consistent with the terms of this Company Agreement and appropriate or necessary, in the sole discretion of the General Partnersuch Manager, to effectuate the terms or intent of this Agreement; provided that, with respect to any action that requires the vote, consent, or approval of a stated percentage of Limited Partners under the terms of this Agreement, the General Partner may exercise the power of attorney granted in this subsection (v) only after the necessary vote, consent, or approval has been made or given. Nothing herein contained shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article IX of this Agreement or as otherwise provided in this Company Agreement.

Grant of Power. Each Limited Partner Member hereby constitutes and appoints the General Partner Manager designated by the Managers to exercise this power of attorney and its his or her authorized representatives (and any successor thereto by assignment, election, or otherwise and the authorized representatives thereof) with full power of substitution as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place, and xxxxx, to execute, swear to, acknowledge, deliver, file, and record in the appropriate public offices, as applicable or appropriate (i) all certificates and other instruments and all amendments or restatements thereof that the General Partner such Manager deems reasonable and appropriate or necessary to qualify or register, or continue the qualification or registration of, the Partnership Company as a limited partnership (or a partnership in which Limited Partners have limited liability) liability company in all jurisdictions in which the Partnership Company may conduct business or own property; (ii) all instruments, including an amendment or restatement of this Operating Agreement, that the General Partner such Manager deems appropriate or necessary to reflect any amendment, change, or modification of this Operating Agreement in accordance with its their terms; (iii) all conveyances and other instruments or documents that the General Partner such Manager deems appropriate or necessary to reflect the dissolution and liquidation of the Partnership Company pursuant to the terms of this Operating Agreement; (iv) all instruments relating to the admission or substitution of any PartnerMember; (v) all ballots, consents, approvals, waivers, certificates, and other instruments appropriate or necessary, in the sole discretion of the General Partnersuch Manager, to make, evidence, give, confirm, or ratify any vote, consent, approval, agreement, or other action that is made or given by Limited Partners Members hereunder, is deemed to be made or given by Limited Partners Members hereunder, or is consistent with the terms of this Operating Agreement and appropriate or necessary, in the sole discretion of the General Partnersuch Manager, to effectuate the terms or intent of this Operating Agreement; provided that, with respect to any action that requires the vote, consent, or approval of a stated percentage of Limited Partners Members under the terms of this Operating Agreement, the General Partner such Manager may exercise the power of attorney granted in this subsection (v) only after the necessary vote, consent, or approval has been made or given. Nothing herein contained shall be construed as authorizing the General Partner such Manager to amend this Operating Agreement except in accordance with Article IX VI of this Operating Agreement or as otherwise provided in this Operating Agreement.

Grant of Power. Each Limited investor Partner hereby constitutes and appoints the Managing General Partner Partner, and its each of them, and their authorized representatives (and any successor successors thereto by assignment, election, assignment or otherwise and the authorized representatives thereof) with full power of substitution as his its true and lawful agent and attorney-in-fact, with full power and authority in his its name, place, and xxxxxstead, to execute, swear to, acknowledge, deliver, file, and record in the appropriate public offices, as applicable or appropriate appropriate: (i) all certificates and other instruments and all amendments or restatements thereof that the Managing General Partner deems deem reasonable and appropriate or necessary to qualify or register, or continue the qualification or registration of, the Partnership partnership as a limited partnership (or a partnership in which the Limited Partners have limited liability) in all jurisdictions in which the Partnership partnership may conduct business or own property; (ii) all instruments, including an amendment or restatement of this Agreement, that the Managing General Partner deems deem appropriate or necessary to reflect any amendment, change, or modification of this Agreement in accordance with its terms; (iii) all conveyances and other instruments or documents that the Managing General Partner deems deem appropriate or necessary to reflect the dissolution dissolution, liquidation and liquidation termination of the Partnership partnership pursuant to the terms of this Agreement; (iv) all instruments relating to the admission or substitution of any Partner; (v) all ballots, consents, approvals, waivers, certificates, and other instruments appropriate or necessary, in the sole discretion of the Managing General Partner, to make, evidence, give, confirm, or ratify any vote, consent, approval, agreement, or other action that is made or given by Limited the investor Partners hereunder, is deemed to be made or given by Limited the investor Partners hereunder, or is consistent with the terms of this Agreement and appropriate or necessary, in the sole discretion of the Managing General Partner, to effectuate the terms or intent of this Agreement; provided that, with respect to any action that requires the vote, consent, or approval of a stated percentage of Limited the Partners under the terms of this Agreement, the Managing General Partner may exercise the power of attorney granted in this subsection (v) only after the necessary vote, consent, or approval has been made or given. Nothing herein contained shall be construed as authorizing the Managing General Partner to amend this Agreement except in accordance with Article IX VIII of this Agreement or as otherwise provided in this Agreement.

Grant of Power. Each Limited Partner does hereby constitutes irrevocably make, constitute, and appoints appoint the General Partner and its authorized representatives (Partner, each of their partners and any successor thereto by assignmentsuccessors thereto, election, or otherwise and the authorized representatives thereof) each with full power of substitution substitution, as his its true and lawful agent attorney and attorney-in-factagent, with full power and authority in his its name, place, and xxxxx, stead and to execute, swear to, acknowledge, deliver, file, and record in the appropriate public offices, as applicable or appropriate offices (i) all certificates and other instruments (including, without limitation, the Certificate of Limited Partnership and, at the option of the General Partner, counterparts of this Agreement) and all amendments or restatements thereof thereto that the General Partner deems reasonable and appropriate appropriate, necessary or necessary advisable to qualify or registerform, qualify, reform, or continue the qualification or registration of, the Partnership as a limited partnership (or a partnership in which the Limited Partners have limited liability) in all jurisdictions the State of Texas and in each jurisdiction in which the Partnership may conduct business or own propertyconducts business; (ii) all instruments, including an amendment or restatement of this Agreement, instruments that the General Partner deems necessary, appropriate or necessary advisable to reflect the use by the Partnership of any name other than ECCA Management Services, Ltd.; (iii) all instruments that the General Partner deems necessary, appropriate, or advisable to reflect any amendment, change, or modification of this Agreement the Partnership in accordance with its termsthe terms of this Agreement; (iiiiv) all conveyances and other instruments or documents that the General Partner deems appropriate appropriate, necessary, or necessary advisable to reflect the dissolution and liquidation termination of the Partnership pursuant to the terms of this Agreement; (ivv) all instruments relating to the admission of additional or substitution of any Partner; (v) all ballots, consents, approvals, waivers, certificates, and other instruments appropriate or necessary, in the sole discretion of the General Partner, substituted Partners pursuant to make, evidence, give, confirm, or ratify any vote, consent, approval, agreement, or other action that is made or given by Limited Partners hereunder, is deemed to be made or given by Limited Partners hereunder, or is consistent with the terms of this Agreement and appropriate or necessary(including, without limitation, changes in the sole discretion Partners’ Voting Interests resulting from the admission of the General Partner, to effectuate the terms such additional or intent of this Agreementsubstituted Partners); provided that, with respect to any action (vi) all documents that requires the vote, consent, or approval of a stated percentage of Limited Partners under the terms of this Agreement, the General Partner may exercise the power of attorney granted in this subsection deems appropriate, necessary or advisable to record or effectuate any vote that a Limited Partner is deemed to have cast pursuant to Section 15.14; and (vvii) only after the necessary vote, consent, any other documents or approval has been made or given. Nothing herein contained shall be construed as authorizing instruments that the General Partner to amend this Agreement except deems necessary, appropriate, or advisable in accordance connection with Article IX of this Agreement or as otherwise provided in this Agreementthe Partnership business.

Grant of Power. Each Limited Partner does hereby constitutes irrevocably make, constitute, and appoints appoint the General Partner and its authorized representatives (Partner, each of their partners and any successor thereto by assignmentsuccessors thereto, election, or otherwise and the authorized representatives thereof) each with full power of substitution substitution, as his its true and lawful agent attorney and attorney-in-factagent, with full power and authority in his its name, place, and xxxxx, stead and to execute, swear to, acknowledge, deliver, file, and record in the appropriate public offices, as applicable or appropriate offices (i) all certificates and other instruments (including, without limitation, the Certificate of Limited Partnership and, at the option of the General Partner, counterparts of this Agreement) and all amendments or restatements thereof thereto that the General Partner deems reasonable and appropriate appropriate, necessary or necessary advisable to qualify or registerform, qualify, reform, or continue the qualification or registration of, the Partnership as a limited partnership (or a partnership in which the Limited Partners have limited liability) in all jurisdictions the State of Texas and in each jurisdiction in which the Partnership may conduct business or own propertyconducts business; (ii) all instruments, including an amendment or restatement of this Agreement, instruments that the General Partner deems necessary, appropriate or necessary advisable to reflect the use by the Partnership of any name other than ECCA Distribution Services, Ltd.; (iii) all instruments that the General Partner deems necessary, appropriate, or advisable to reflect any amendment, change, or modification of this Agreement the Partnership in accordance with its termsthe terms of this Agreement; (iiiiv) all conveyances and other instruments or documents that the General Partner deems appropriate appropriate, necessary, or necessary advisable to reflect the dissolution and liquidation termination of the Partnership pursuant to the terms of this Agreement; (ivv) all instruments relating to the admission of additional or substitution of any Partner; (v) all ballots, consents, approvals, waivers, certificates, and other instruments appropriate or necessary, in the sole discretion of the General Partner, substituted Partners pursuant to make, evidence, give, confirm, or ratify any vote, consent, approval, agreement, or other action that is made or given by Limited Partners hereunder, is deemed to be made or given by Limited Partners hereunder, or is consistent with the terms of this Agreement and appropriate or necessary(including, without limitation, changes in the sole discretion Partners’ Voting Interests resulting from the admission of the General Partner, to effectuate the terms such additional or intent of this Agreementsubstituted Partners); provided that, with respect to any action (vi) all documents that requires the vote, consent, or approval of a stated percentage of Limited Partners under the terms of this Agreement, the General Partner may exercise the power of attorney granted in this subsection deems appropriate, necessary or advisable to record or effectuate any vote that a Limited Partner is deemed to have cast pursuant to Section 15.14; and (vvii) only after the necessary vote, consent, any other documents or approval has been made or given. Nothing herein contained shall be construed as authorizing instruments that the General Partner to amend this Agreement except deems necessary, appropriate, or advisable in accordance connection with Article IX of this Agreement or as otherwise provided in this Agreementthe Partnership business.

Grant of Power. Each Limited Partner hereby constitutes and appoints the General Partner and its authorized representatives (and any successor thereto by assignment, election, or otherwise and the authorized representatives thereof) with full power of substitution as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place, and xxxxx, to execute, swear to, acknowledge, deliver, file, and record in the appropriate public offices, as applicable or appropriate (i) all certificates and other instruments and all amendments or restatements thereof that the General Partner deems reasonable and appropriate or necessary to qualify or register, or continue the qualification or registration of, the Partnership as a limited partnership (or a partnership in which Limited Partners have limited liability) in all jurisdictions in which the Partnership may conduct business or own property; (ii) all instruments, including an amendment or restatement of this Agreement, that the General Partner deems appropriate or necessary to reflect any amendment, change, or modification of this Agreement in accordance with its terms; (iii) all conveyances and other instruments or documents that the General Partner deems appropriate or necessary to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement; (iv) all instruments relating to the admission or substitution of any Partner; (v) all ballots, consents, approvals, waivers, certificates, and other instruments appropriate or necessary, in the sole discretion of the General Partner, to make, evidence, give, confirm, or ratify any vote, consent, approval, agreement, or other action that is made or given by Limited Partners hereunder, is deemed to be made or given by Limited Partners hereunder, or is consistent with the terms of this Agreement and appropriate or necessary, in the sole discretion of the General Partner, to effectuate the terms or intent of this Agreement; provided that, with respect to any action that requires the vote, consent, or approval of a stated percentage of Limited Partners under the terms of this Agreement, the General Partner may exercise the power of attorney granted in this subsection (vSection 11.2(a)(v) only after the necessary vote, consent, or approval has been made or given. Nothing herein contained shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article IX of this Agreement or as otherwise provided in this Agreement.

Grant of Power. Each Limited Partner does hereby constitutes irrevocably make, constitute, and appoints appoint the General Partner and its authorized representatives (Partner, each of their partners and any successor thereto by assignmentsuccessors thereto, election, or otherwise and the authorized representatives thereof) each with full power of substitution substitution, as his its true and lawful agent attorney and attorney-in-factagent, with full power and authority in his its name, place, and xxxxx, stead and to execute, swear to, acknowledge, deliver, file, and record in the appropriate public offices, as applicable or appropriate offices (i) all certificates and other instruments (including, without limitation, the Certificate of Limited Partnership and, at the option of the General Partner, counterparts of this Agreement) and all amendments or restatements thereof thereto that the General Partner deems reasonable and appropriate appropriate, necessary or necessary advisable to qualify or registerform, qualify, reform, or continue the qualification or registration of, the Partnership as a limited partnership (or a partnership in which the Limited Partners have limited liability) in all jurisdictions the State of Texas and in each jurisdiction in which the Partnership may conduct business or own propertyconducts business; (ii) all instruments, including an amendment or restatement of this Agreement, instruments that the General Partner deems necessary, appropriate or necessary advisable to reflect the use by the Partnership of any name other than EyeMasters of Texas, Ltd.; (iii) all instruments that the General Partner deems necessary, appropriate, or advisable to reflect any amendment, change, or modification of this Agreement the Partnership in accordance with its termsthe terms of this Agreement; (iiiiv) all conveyances and other instruments or documents that the General Partner deems appropriate appropriate, necessary, or necessary advisable to reflect the dissolution and liquidation termination of the Partnership pursuant to the terms of this Agreement; (ivv) all instruments relating to the admission of additional or substitution of any Partner; (v) all ballots, consents, approvals, waivers, certificates, and other instruments appropriate or necessary, in the sole discretion of the General Partner, substituted Partners pursuant to make, evidence, give, confirm, or ratify any vote, consent, approval, agreement, or other action that is made or given by Limited Partners hereunder, is deemed to be made or given by Limited Partners hereunder, or is consistent with the terms of this Agreement and appropriate or necessary(including, without limitation, changes in the sole discretion Partners’ Voting Interests resulting from the admission of the General Partner, to effectuate the terms such additional or intent of this Agreementsubstituted Partners); provided that, with respect to any action (vi) all documents that requires the vote, consent, or approval of a stated percentage of Limited Partners under the terms of this Agreement, the General Partner may exercise the power of attorney granted in this subsection deems appropriate, necessary or advisable to record or effectuate any vote that a Limited Partner is deemed to have cast pursuant to Section 15.14; and (vvii) only after the necessary vote, consent, any other documents or approval has been made or given. Nothing herein contained shall be construed as authorizing instruments that the General Partner to amend this Agreement except deems necessary, appropriate, or advisable in accordance connection with Article IX of this Agreement or as otherwise provided in this Agreementthe Partnership business.

Grant of Power. Each Limited Partner does hereby constitutes irrevocably make, constitute, and appoints appoint the General Partner and its authorized representatives (Partner, each of their partners and any successor thereto by assignmentsuccessors thereto, election, or otherwise and the authorized representatives thereof) each with full power of substitution substitution, as his its true and lawful agent attorney and attorney-in-factagent, with full power and authority in his its name, place, and xxxxx, stead and to execute, swear to, acknowledge, deliver, file, and record in the appropriate public offices, as applicable or appropriate offices (i) all certificates and other instruments (including, without limitation, the Certificate of Limited Partnership and, at the option of the General Partner, counterparts of this Agreement) and all amendments or restatements thereof thereto that the General Partner deems reasonable and appropriate appropriate, necessary or necessary advisable to qualify or registerform, qualify, reform, or continue the qualification or registration of, the Partnership as a limited partnership (or a partnership in which the Limited Partners have limited liability) in all jurisdictions the State of Texas and in each jurisdiction in which the Partnership may conduct business or own propertyconducts business; (ii) all instruments, including an amendment or restatement of this Agreement, instruments that the General Partner deems necessary, appropriate or necessary advisable to reflect the use by the Partnership of any name other than Visionary Lab Services, Ltd.; (iii) all instruments that the General Partner deems necessary, appropriate, or advisable to reflect any amendment, change, or modification of this Agreement the Partnership in accordance with its termsthe terms of this Agreement; (iiiiv) all conveyances and other instruments or documents that the General Partner deems appropriate appropriate, necessary, or necessary advisable to reflect the dissolution and liquidation termination of the Partnership pursuant to the terms of this Agreement; (ivv) all instruments relating to the admission of additional or substitution of any Partner; (v) all ballots, consents, approvals, waivers, certificates, and other instruments appropriate or necessary, in the sole discretion of the General Partner, substituted Partners pursuant to make, evidence, give, confirm, or ratify any vote, consent, approval, agreement, or other action that is made or given by Limited Partners hereunder, is deemed to be made or given by Limited Partners hereunder, or is consistent with the terms of this Agreement and appropriate or necessary(including, without limitation, changes in the sole discretion Partners’ Voting Interests resulting from the admission of the General Partner, to effectuate the terms such additional or intent of this Agreementsubstituted Partners); provided that, with respect to any action (vi) all documents that requires the vote, consent, or approval of a stated percentage of Limited Partners under the terms of this Agreement, the General Partner may exercise the power of attorney granted in this subsection deems appropriate, necessary or advisable to record or effectuate any vote that a Limited Partner is deemed to have cast pursuant to Section 15.14; and (vvii) only after the necessary vote, consent, any other documents or approval has been made or given. Nothing herein contained shall be construed as authorizing instruments that the General Partner to amend this Agreement except deems necessary, appropriate, or advisable in accordance connection with Article IX of this Agreement or as otherwise provided in this Agreementthe Partnership business.

Grant of Power. Each Limited Partner hereby constitutes makes, constitutes, and appoints the General Partner and its authorized representatives (and any each successor thereto by assignmentGeneral Partner, election, or otherwise and the authorized representatives thereof) with full power of substitution as his and resubstitution, its true and lawful agent and attorney-in-fact, with full power fact for it and authority in his its name, place, and xxxxxstead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, acknowledge, deliver, file, and record in the appropriate public offices, as applicable or appropriate (ia) all certificates of limited partnership, amended name or similar certificates, and other certificates and instruments (including counterparts of this Agreement) which the General Partner may deem necessary or appropriate to be filed by the Partnership under the laws of the State of Delaware or any other state or jurisdiction in which the Partnership is doing or intends to do business; (b) any and all amendments or restatements thereof that changes to this Agreement and the instruments described in (a), as now or hereafter amended, which the General Partner deems reasonable and may deem necessary or appropriate to effect a change or necessary to qualify or register, or continue the qualification or registration of, modification of the Partnership as a limited partnership in accordance with the terms. of this Agreement, including, without limitation, amendments or changes to reflect (or a partnership in which Limited Partners have limited liabilityi) in all jurisdictions in which the Partnership may conduct business or own propertyexercise by the General Partner of any power granted to it under this Agreement; (ii) all instruments, including an amendment or restatement any amendments adopted by the Partners in accordance with the terms of this Agreement, that the General Partner deems appropriate or necessary to reflect any amendment, change, or modification of this Agreement in accordance with its terms; (iii) the admission of any substituted Partner; and (iv) the disposition by any Partner of its Interest; and (c) all conveyances certificates of cancellation and other instruments or documents that which the General Partner deems may deem necessary or appropriate or necessary to reflect effect the dissolution and liquidation termination of the Partnership pursuant to the terms of this Agreement; and (ivd) all instruments relating any other instrument which is now or may hereafter be required by law to be filed on behalf of the Partnership or is deemed necessary or appropriate by the General Partner to carry out fully the provisions of this Agreement in accordance with its terms. Each Partner authorizes each such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary or advisable in connection with any of the foregoing, hereby giving each such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in connection with the foregoing as fully as such Partner communication sent by overnight courier, charges prepaid and addressed as follows, or to such other address as such Person may from time to time specify by notice to the admission or substitution of any Partner; Partners: (va) all ballotsIf to the Partnership, consentsto the Partnership at the address set forth in Section 1.4 hereof with a copy sent to King & Spalding, approvals000 Xxxxxxxxx Xxxxxx, waiversXxxxxxx, certificatesXxxxxxx 00000-0000, and other instruments appropriate or necessary, in the sole discretion of Attention Xxxxxxx X. Xxxxxx. (b) If to the General Partner, to makethe address set forth in Section 2.1 hereof with a copy sent to King & Spalding, evidence000 Xxxxxxxxx Xxxxxx, giveXxxxxxx, confirmXxxxxxx 00000-0000, or ratify any vote, consent, approval, agreement, or other action that is made or given by Limited Partners hereunder, is deemed Attention Xxxxxxx X. Xxxxxx. (c) If to be made or given by Limited Partners hereunder, or is consistent with the terms of this Agreement and appropriate or necessary, in the sole discretion of the General PartnerAssetco, to effectuate the terms address set forth in Section 2.2 hereof with a copy sent to 0000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000 Attn: Manager of Operations-Commercial Aviation. (d) If to Investor, to the address set forth in Section 2.2 hereof with a copy sent to Potomac Capital Investment Corporation, 000 00xx Xxxxxx, X.X., Xxxxx 000, Xxxxxxxxxx, X.X. 00000, Attention: Contracts Administrator. Any such notice delivered, mailed or intent dispatched shall become effective when received. A return receipt will be conclusive evidence of this Agreement; provided that, with respect receipt. Any Person may from time to any action that requires time specify a different address by notice to the vote, consent, or approval of a stated percentage of Limited Partners under Partnership and the terms of this Agreement, the General Partner may exercise the power of attorney granted in this subsection (v) only after the necessary vote, consent, or approval has been made or givenPartners. Nothing herein contained shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article IX of this Agreement or as otherwise provided in this Agreement.14.2