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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 112 that where the assignment is of such Limited Members 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 Members or assignees successors and assigns. |
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