GIS » Topics » 12.2 Nature of Special Power.

This excerpt taken from the GIS 10-Q filed Jan 6, 2005.

        12.2     Nature of Special Power.

        The power of attorney granted to the Managing Member pursuant to this Section 12:

        (a)    Is a special power of attorney coupled with an interest and is irrevocable; provided, however, that, with respect to the power of attorney granted to the Managing Member, such power shall terminate upon the appointment of the Liquidator;

        (b)    May be exercised by such attorney-in-fact with the single signature of any such attorney-in-fact acting as attorney-in-fact for such Members; and

        (c)    Shall survive and not be affected by the subsequent Bankruptcy, insolvency, dissolution, or cessation of existence of a Limited Member and shall survive the delivery of an assignment by a Limited Member of the whole or a portion of its Membership Interests (except



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that where the assignment is of such Limited Member’s entire Membership Interests and the assignee, with the affirmative written consent of the other Members, is admitted as a substituted Limited Member, the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling any such attorney-in-fact to effect such substitution) and shall extend to such Limited Member’s or assignee’s successors and assigns.

"12.2 Nature of Special Power." elsewhere:

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