Common use of Special and Limited Power of Attorney Clause in Contracts

Special and Limited Power of Attorney. (a) The LLC Managers and each of them, with full power of substitution, shall at all times during the existence of the Company have a special and limited power of attorney as the authority to act in the name and on the behalf of each Member in the Company and the Series Managers and each of them, with full power of substitution, shall at all times during the existence of the Company have a special and limited power of attorney as the authority to act in the name and on the behalf of each Member in such Manager’s Series, to make, execute, swear to, verify, acknowledge and file the following documents and any other documents deemed by the Managers to be necessary for the business of the Company and the Series of the Company: (i) This Agreement, the Separate Series Agreements, any separate articles of organization, fictitious business name statements, as well as any amendments to the foregoing which, under the laws of any state, are required to be filed or which the Managers deem it advisable to file; (ii) Any other instrument or document which may be required to be filed by the Series or the Company under the laws of any state or by a governmental agency, or which the Managers deem it advisable to file; and (iii) Any instrument or document which may be required to effect the continuation of the Series of the Company, the admission of a Manager or Member for such Series, the transfer of an interest in the Company, the change in custodian or trustee of any XXX, trust or pension or profit sharing plan Member, or the dissolution and termination of the Company (provided such continuation, admission or dissolution and termination are in accordance with the terms of this Agreement), or to reflect any increases or reductions in amount of contributions of Members to such Series. (b) The special and limited power of attorney granted to the Managers hereby: (i) Is a special and limited power of attorney coupled with an interest, is irrevocable, shall survive the dissolution or incompetency of the granting Member, and is limited to those matters herein set forth; (ii) May be exercised by each of the Managers (or by any authorized officer of the Manager, if not a natural person) for each Member by referencing the list of Members on Appendix A and executing any instrument with a single signature acting as attorney-in-fact for all of them; (iii) Shall survive a transfer by a Member of such Member’s interest in the Series of Company pursuant to Section 14 hereof for the sole purpose of enabling the Manager to execute, acknowledge and file any instrument or document necessary or appropriate to admit a transferee as a Member; and (iv) Notwithstanding the foregoing, in the event that a Manager ceases to be a Manager in the Company with respect to such a Series, the power of attorney granted by this Section 19 to such Manager shall terminate immediately, but any such termination shall not affect the validity of any documents executed prior to such termination, or any other actions previously taken pursuant to this power of attorney or in reliance upon its validity, all of which shall continue to be valid and binding upon the Members in accordance with their terms.

Special and Limited Power of Attorney. (a) The LLC Managers Each Member hereby grants to the Manager a special and each of them, with full limited power of substitutionattorney, as set forth below: 21.1. The Manager acting alone shall at all times during the existence term of the Company Waitlist have a special and limited power of attorney as the attorney-in-fact for each Member, with power and authority to act in the name and on the behalf of each such Member to execute, acknowledge, and swear to in the Company execution, acknowledgment and filing of documents, which shall include by way of illustration but not of limitation the Series Managers and each of them, with full power of substitution, shall at all times during the existence of the Company have a special and limited power of attorney as the authority to act in the name and on the behalf of each Member in such Manager’s Series, to make, execute, swear to, verify, acknowledge and file the following documents and any other documents deemed by the Managers to be necessary for the business of the Company and the Series of the Companyfollowing: (ia) This AgreementThe Articles, the Separate Series Agreements, any separate articles of organization, fictitious business name statements, as well as this Agreement and any amendments to the foregoing which, under the laws of the State of Washington or the laws of any other state, are required to be executed or filed or which the Managers Manager shall deem it advisable to have executed or to file;: (iib) Any other instrument or document which may be required to be executed or filed by the Series or the Company Waitlist under the laws of any state or by a any governmental agency, agency or which the Managers Manager shall deem it advisable to have executed or to file; and (iiic) Any instrument or document which may be required to effect the continuation of the Series of the Company, the admission of a Manager or Member for such Series, the transfer of an interest in the Company, the change in custodian or trustee of any XXX, trust or pension or profit sharing plan Member, Waitlist or the dissolution and termination of the Company Waitlist (provided such continuation, admission or dissolution and termination are in accordance with the terms of the Articles and this Agreement), or to reflect any increases or reductions in amount of contributions of Members to such SeriesMembers. (b) 21.2. The special and limited power of attorney granted to of the Managers herebyManager: (ia) Is a special and limited power of attorney coupled with an interest, is irrevocable, shall survive the dissolution or incompetency death of the granting Member, and is limited to those matters herein set forth; (iib) May be exercised by the Manager acting alone for each of the Managers (or Members by any authorized officer the signature of the Manager, if not a natural person) for each Member by referencing the list of Members on Appendix A and executing any instrument with a single signature Manager acting as attorney-in-fact for all of them;the Members, together with a list of all Members executing such instrument by their attorney-in-fact; and (iiic) Shall survive a transfer Transfer by a Member of such Member’s interest in the Series of Company pursuant to Section 14 hereof for the sole purpose of enabling the Manager to execute, acknowledge and file any instrument or document necessary or appropriate to admit a transferee as a Member; and (iv) Notwithstanding the foregoing, in the event that a Manager ceases to be a Manager in the Company with respect to such a Series, the power of attorney granted by this Section 19 to such Manager shall terminate immediately, but any such termination shall not affect the validity of any documents executed prior to such termination, all or any other actions previously taken pursuant to this power portion of attorney or in reliance upon its validity, all of which shall continue to be valid and binding upon the Members in accordance with their termshis Class A Shares.

Special and Limited Power of Attorney. (a) The LLC Managers Each Member hereby grants to the Manager a special and each of them, with full limited power of substitutionattorney, as set forth below: 21.1. The Manager acting alone shall at all times during the existence term of the Company 35 have a special and limited power of attorney as the attorney-in-fact for each Member, with power and authority to act in the name and on the behalf of each such Member to execute, acknowledge, and swear to in the Company execution, acknowledgment and filing of documents, which shall include by way of illustration but not of limitation the Series Managers and each of them, with full power of substitution, shall at all times during the existence of the Company have a special and limited power of attorney as the authority to act in the name and on the behalf of each Member in such Manager’s Series, to make, execute, swear to, verify, acknowledge and file the following documents and any other documents deemed by the Managers to be necessary for the business of the Company and the Series of the Companyfollowing: (ia) This AgreementThe Articles, the Separate Series Agreements, any separate articles of organization, fictitious business name statements, as well as this Agreement and any amendments to the foregoing which, under the laws of the State of Washington or the laws of any other state, are required to be executed or filed or which the Managers Manager shall deem it advisable to have executed or to file;: (iib) Any other instrument or document which may be required to be executed or filed by the Series or the Company 35 under the laws of any state or by a any governmental agency, agency or which the Managers Manager shall deem it advisable to have executed or to file; and (iiic) Any instrument or document which may be required to effect the continuation of the Series of the Company, the admission of a Manager or Member for such Series, the transfer of an interest in the Company, the change in custodian or trustee of any XXX, trust or pension or profit sharing plan Member, 35 or the dissolution and termination of the Company 35 (provided such continuation, admission or dissolution and termination are in accordance with the terms of the Articles and this Agreement), or to reflect any increases or reductions in amount of contributions of Members to such SeriesMembers. (b) 21.2. The special and limited power of attorney granted to of the Managers herebyManager: (ia) Is a special and limited power of attorney coupled with an interest, is irrevocable, shall survive the dissolution or incompetency death of the granting Member, and is limited to those matters herein set forth; (iib) May be exercised by the Manager acting alone for each of the Managers (or Members by any authorized officer the signature of the Manager, if not a natural person) for each Member by referencing the list of Members on Appendix A and executing any instrument with a single signature Manager acting as attorney-in-fact for all of them;the Members, together with a list of all Members executing such instrument by their attorney-in-fact; and (iiic) Shall survive a transfer Transfer by a Member of such Member’s interest in the Series of Company pursuant to Section 14 hereof for the sole purpose of enabling the Manager to execute, acknowledge and file any instrument or document necessary or appropriate to admit a transferee as a Member; and (iv) Notwithstanding the foregoing, in the event that a Manager ceases to be a Manager in the Company with respect to such a Series, the power of attorney granted by this Section 19 to such Manager shall terminate immediately, but any such termination shall not affect the validity of any documents executed prior to such termination, all or any other actions previously taken pursuant to this power portion of attorney or in reliance upon its validity, all of which shall continue to be valid and binding upon the Members in accordance with their termshis Class A Shares.

Special and Limited Power of Attorney. (a) 22.1 The LLC Managers and each of them, with full power of substitution, Manager shall at all times during the existence of the Company Fund have a special and limited power of attorney as the attorney-in-fact for each Member, with power and authority to act in the name and on the behalf of each Member in the Company and the Series Managers and each of them, with full power of substitution, shall at all times during the existence of the Company have a special and limited power of attorney as the authority to act in the name and on the behalf of each Member in such Manager’s SeriesMember, to make, execute, swear to, verify, acknowledge and file the following documents and any other documents deemed by the Managers Manager to be necessary or appropriate for the business of the Company and the Series of the CompanyFund: (i) This 22.1.1 The Operating Agreement, the Separate Series Agreements, any separate articles of organization, fictitious business name statements, as well as any amendments to the foregoing foregoing, which, under the laws of the State of California or the laws of any other state, are required to be filed or which the Managers deem Manager deems it advisable to file; (ii) 22.1.2 Any other instrument or document which may be required to be filed by the Series or the Company Fund under the laws of any state or by a any governmental agency, or which the Managers deem Manager deems it advisable to file; and (iii) 22.1.3 Any instrument or document which may be required to effect the continuation of the Series of the CompanyFund, the admission of a Manager an Additional Member or substituted Member for such Series, the transfer of an interest in the Company, the change in custodian or trustee of any XXX, trust or pension or profit sharing plan Member, or the dissolution and termination of the Company Fund (provided such continuation, admission or dissolution and termination are in accordance with the terms of this Operating Agreement), or to reflect any increases or reductions in amount of contributions of Members to such Series. (b) 22.2 The special and limited power of attorney granted to the Managers Manager hereby: (i) 22.2.1 Is a special and limited power of attorney coupled with an interest, is irrevocable, shall survive the death or dissolution or incompetency and liquidation of the granting Member, Member and is limited to those matters herein set forth; (ii) 22.2.2 May be exercised by each of the Managers (or by any authorized officer of the Manager, if not a natural person) Manager for each Member by referencing a facsimile signature or by listing all of the list of Members on Appendix A and executing any instrument with a single signature of the Manager, acting as attorney-in-fact for all of them;; and (iii) 22.2.3 Shall survive a transfer an assignment by a Member of all or any portion of his Units except that, where the Assignee of any Units owned by a Member has been approved by the Manager for admission to the Fund as a substituted Member, the special and limited power of attorney shall survive such Member’s interest in the Series of Company pursuant to Section 14 hereof assignment for the sole purpose of enabling the Manager to execute, acknowledge and file any instrument or document necessary or appropriate to admit a transferee effect such substitution, as a Member; and (iv) Notwithstanding well as for the foregoing, purposes set forth in the event that a Manager ceases to be a Manager in the Company with respect to such a Series, the power of attorney granted by this Section 19 to such Manager shall terminate immediately, but any such termination shall not affect the validity of any documents executed prior to such termination, or any other actions previously taken pursuant to this power of attorney or in reliance upon its validity, all of which shall continue to be valid and binding upon the Members in accordance with their termsParagraph 22.1.

Special and Limited Power of Attorney. (a) The LLC Managers and each of themCP, as General Partner, with full power powers of substitution, shall at all times during the existence of the Company Partnership have a special and limited power of attorney as the authority to act in the name and on the behalf of each Member in the Company and the Series Managers and each of them, with full power of substitution, shall at all times during the existence of the Company have a special and limited power of attorney as the authority to act in the name and on the behalf of each Member in such Manager’s Series, Limited Partners to make, execute, swear to, verify, acknowledge and file the coopergeorge2 following documents and any other documents deemed by the Managers to be necessary for the business of the Company and the Series of the CompanyPartnership: (i) This Agreement, the Separate Series Agreements, any separate articles certificates of organizationlimited partnership, fictitious business name statements, as well as any amendments to the foregoing which, under the laws of any state, are required to be filed or which the Managers deem General Partner deems it advisable to file; ; and (ii) Any other instrument or document which may be required to be filed by the Series or the Company Partnership under the laws of any state or by a an governmental agency, or which the Managers deem General Partner deems it advisable to file; and (iii) Any instrument or document which may be required to effect the continuation of the Series of the Company, the admission of a Manager or Member for such Series, the transfer of an interest in the Company, the change in custodian or trustee of any XXX, trust or pension or profit sharing plan Member, or the dissolution and termination of the Company (provided such continuation, admission or dissolution and termination are in accordance with the terms of this Agreement), or to reflect any increases or reductions in amount of contributions of Members to such Seriestile. (b) The special and limited power of attorney granted to the Managers General Partner hereby: : (i) Is a special and limited power of attorney coupled with an interest, is irrevocable, shall survive the dissolution death or incompetency of the granting MemberLimited Partner, and is limited to those matters herein set forth; ; (ii) May be exercised by each of the Managers (or General Partner for the Limited Partners by any authorized officer of the Manager, if not a natural person) for each Member by referencing reterencing the list of Members the Limited Partners on Appendix A and executing any instrument with a single signature acting as attorney-in-fact for all of them; ; (iii) Shall survive a transfer by a Member Limited Partner of such Member’s Limited Partner's interest in the Series of Company Partnership pursuant to Section 14 14.3 hereof for the sole purpose of enabling the Manager General Partner to execute, acknowledge and file any instrument or document necessary or appropriate to admit a transferee as a MemberLimited Partner; and and (iv) Notwithstanding the foregoing, in the event that a Manager CP ceases to be a Manager General Partner in the Company with respect to such a SeriesPartnership, the power of attorney granted by this Section 19 to such Manager 17 shall terminate immediately, but any such termination shall not affect the validity of any documents executed prior to such termination, or any other actions previously taken pursuant to this power of attorney or in reliance upon its validity, all of which shall continue to be valid and binding upon the Members Limited Partners in accordance with their terms. 18.