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

Special and Limited Power of Attorney. Each Class A Member hereby grants to the Manager a special and limited power of attorney, as set forth below: 21.1. The Manager acting alone shall at all times during the term of Waitlist have a special and limited power of attorney as the attorney-in-fact for each Class A Member, with power and authority to act in the name and on the behalf of each such Class A Member to execute, acknowledge, and swear to in the execution, acknowledgment and filing of documents, which shall include by way of illustration but not of limitation the following: (a) The Articles, 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 Manager shall deem it advisable to have executed or to file: (b) Any other instrument or document which may be required to be executed or filed by Waitlist under the laws of any state or by any governmental agency or which the Manager shall deem it advisable to have executed or to file; and (c) Any instrument or document which may be required to effect the continuation of Waitlist or the dissolution and termination of 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 reductions in amount of contributions of Members. 21.2. The special and limited power of attorney of the Manager: (a) Is a special power of attorney coupled with an interest, is irrevocable, shall survive the death of the granting Class A Member, and is limited to those matters herein set forth; (b) May be exercised by the Manager acting alone for each of the Class A Members by the signature of the Manager acting as attorney-in-fact for all of the Class A Members, together with a list of all Class A Members executing such instrument by their attorney-in-fact; and (c) Shall survive a Transfer by a Class A Member of all or any portion of his Class A Units.