Common use of Certain Powers of the Manager Clause in Contracts

Certain Powers of the Manager. Without limiting the generality of Section 6.2 but subject to the limitations of Section 6.6, the Manager shall have power and authority, on behalf of the Company, to: (a) Acquire property not to exceed a cumulative total in any Fiscal Year of $300,000 from any Person as the Managers may determine (the fact that a Manager or an Equity Owner is directly or indirectly affiliated or connected with any such Person shall not prohibit the Managers from dealing with that Person); (b) Borrow money not to exceed a cumulative total in any Fiscal Year of $300,000 for the Company from banks, other lending institutions, the Managers, Equity Owners, or Affiliates of the Managers or Equity Owners on such terms as the Managers deem appropriate and, in connection therewith, to Hypothecate Company Property to secure repayment of the borrowed sums; (c) Purchase liability and other insurance to protect the Company’s property and business; (d) Hold and own any Company real or personal properties in the name of the Company; (e) Invest any Company funds not to exceed a cumulative total in any Fiscal Year of $300,000 (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper, or other investments; (f) Execute on behalf of the Company all instruments and documents, including checks, drafts, notes and other negotiable instruments; mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage, or disposition of Company Property; assignments; bills of sale; leases; partnership agreements; operating (or limited liability company) agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the Managers, to the conduct of the business of the Company; (g) Enter into any and all other agreements on behalf of the Company, with any other Person for any purpose and in such forms as the Managers may approve; (h) Execute and file such other instruments, documents, and certificates which may from time to time be required by the laws of Colorado or any other jurisdiction in which the Company shall determine to do business, or any political subdivision or agency thereof; to effectuate, implement, continue, and defend the valid existence of the Company; (i) Open bank accounts in the name of the Company and to be the sole signatory thereon unless the Managers determine otherwise; (j) Do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business. (k) Employ accountants, legal counsel, managing agents, or other experts to perform services for the Company and to compensate them from Company funds; (l) Purchase liability and other insurance to protect the Company’s property and business; (m) Hold and own any Company real or personal properties in the name of the Company; (n) Invest any Company funds in excess of a cumulative total in any Fiscal Year of $300,000 (by way of example but not limitation) in line deposits, short-term governmental obligations, commercial paper, or other investments; (o) Compromise or settle any claim against or inuring to the benefit of the Company involving an amount in controversy not to exceed a cumulative total in any Fiscal Year of $300,000.

Certain Powers of the Manager. Without Subject to the provisions of this Agreement and the Act, and without limiting the generality of Section 6.2 7.3 but subject to the limitations of Section 6.67.5, the Manager shall have the specific power and authority, on behalf of the Company, Company to: (a) Acquire property not enter into, execute, deliver and commit to, or authorize any individual Manager, officer or other Person to exceed a cumulative total enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any Fiscal Year of $300,000 from contract, agreement, instrument, deed, mortgage, certificate, check, note, bond or obligation for any Person as the Managers may determine (the fact that a Manager or an Equity Owner is directly or indirectly affiliated or connected with any such Person shall not prohibit the Managers from dealing with that Person)Company purpose; (b) Borrow money not to exceed a cumulative total in any Fiscal Year select and remove all officers, employees, agents, consultants and advisors of $300,000 the Company, prescribe such powers and duties for the Company from banks, other lending institutionsthem as may be consistent with law, the Managers, Equity Owners, or Affiliates of the Managers or Equity Owners on such terms as the Managers deem appropriate and, in connection therewith, to Hypothecate Company Property to secure repayment of the borrowed sumsArticles and this Agreement and fix their compensation; (c) Purchase liability employ accountants, legal counsel, agents or experts to perform services for the Company and other insurance to protect the Company’s property and businesscompensate them from Company funds; (d) Hold borrow money and own any Company real or personal properties incur indebtedness for the purposes of the Company, and to cause to be executed and delivered in the name of the Company, or to authorize any individual Manager, officer or other Person to execute and deliver in the name of the Company, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests; (e) Invest invest any funds of the Company funds not to exceed a cumulative total in any Fiscal Year of $300,000 (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper, paper or other investments; (f) Execute on behalf change the principal office and Records Office of the Company all instruments to other locations within Nevada and documents, including checks, drafts, notes and other negotiable instruments; mortgages establish from time to time one or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage, or disposition of Company Property; assignments; bills of sale; leases; partnership agreements; operating (or limited liability company) agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the Managers, to the conduct of the business more subsidiary offices of the Company; (g) Enter into attend, act and vote, or designate any individual Manager, officer or other Person to attend, act and vote, at any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all other agreements on behalf of the Company, with any other Person for any purpose rights and in powers incident to such forms as the Managers may approve;ownership; and (h) Execute and file such other instruments, documents, and certificates which may from time to time be required by the laws of Colorado or any other jurisdiction in which the Company shall determine to do business, or any political subdivision or agency thereof; to effectuate, implement, continue, and defend the valid existence of the Company; (i) Open bank accounts in the name of the Company and to be the sole signatory thereon unless the Managers determine otherwise; (j) Do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business. (k) Employ accountants, legal counsel, managing agents, or other experts to perform services for the Company and to compensate them from Company funds; (l) Purchase liability and other insurance to protect the Company’s property and business; (m) Hold and own any Company real or personal properties in the name of the Company; (n) Invest any Company funds in excess of a cumulative total in any Fiscal Year of $300,000 (by way of example but not limitation) in line deposits, short-term governmental obligations, commercial paper, or other investments; (o) Compromise or settle any claim against or inuring to the benefit of the Company involving an amount in controversy not to exceed a cumulative total in any Fiscal Year of $300,000.

Certain Powers of the Manager. Without limiting the generality of Section 6.2 but subject to the limitations of Section 6.65.1 in any way, the Manager shall have power and authority, on behalf of the Company, authority to: (a) Acquire To acquire, on terms, conditions, and structure as may be suitable in the Manager’s sole discretion, property not to exceed a cumulative total or interests in any Fiscal Year of $300,000 property from any Person as the Managers Manager may determine (the determine. The fact that a Manager or an Equity Owner a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Managers Manager from dealing with that Person); (b) Borrow To borrow money not to exceed a cumulative total in any Fiscal Year of $300,000 for the Company from banks, other lending institutions, the Managers, Equity OwnersMembers, or Affiliates of the Managers a Manager or Equity Owners Member on such terms as the Managers deem Manager deems appropriate and, and in connection therewith, to Hypothecate hypothecate, encumber and grant security interests in the assets of the Company Property to secure repayment of the borrowed sums. No debt shall be undertaken or liability incurred by or on behalf of the Company except by the Manager, or by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Manager; (c) Purchase To purchase liability and other insurance to protect the Company’s property and businessbusiness and the Manager; (d) Hold and own any Company To hold real or and/or personal properties property in the name of the Company; (e) Invest To invest any Company funds not to exceed a cumulative total in any Fiscal Year of $300,000 (temporarily in, by way of example but not limitation) in , time deposits, short-term governmental obligations, commercial paper, paper or other investments; (f) Execute To sell or otherwise dispose of all or substantially all of the assets of the Company as part of a single transaction or plan so long as such disposition is not in violation of or a cause of a default under any other agreement or law to which the Company may be bound; (g) To execute on behalf of the Company all instruments and documents, including including, without limitation: checks, drafts, notes and other negotiable instruments; , mortgages or deeds of trust; , security agreements; , financing statements; , documents providing for the acquisition, mortgage, or disposition of Company Property; the Company’s property, assignments; , bills of sale; , leases; , partnership agreements; , operating (or limited liability company) agreements of other limited liability companies; , and any other instruments or documents necessary, in the opinion sole discretion of the ManagersManager, to the conduct of the business of the Company; (g) Enter into any and all other agreements on behalf of the Company, with any other Person for any purpose and in such forms as the Managers may approve; (h) Execute and file such other instruments, documents, and certificates which may from time to time be required by the laws of Colorado or any other jurisdiction in which the Company shall determine to do business, or any political subdivision or agency thereof; to effectuate, implement, continue, and defend the valid existence of the Company; (i) Open bank accounts in the name of the Company and to be the sole signatory thereon unless the Managers determine otherwise; (j) Do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business. (k) Employ To employ accountants, legal counsel, managing agents, or other experts to perform services for the Company and to compensate them from Company funds; (i) To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Manager may approve; (j) To pay any Manager or any Affiliate thereof reasonable fees for services; (k) To create offices and designate Officers; (l) Purchase liability To do and perform all other insurance acts as may be necessary or appropriate to protect the conduct of the Company’s property and business; (m) Hold and own any Company real or personal properties in . Unless authorized to do so by the name of the Company; (n) Invest any Company funds in excess of a cumulative total in any Fiscal Year of $300,000 (by way of example but not limitation) in line depositsManager, shortno attorney-term governmental obligationsin-fact, commercial paperemployee, or other investments; (o) Compromise or settle any claim against or inuring to the benefit another agent of the Company involving an amount in controversy not shall have any power or authority to exceed a cumulative total bind the Company in any Fiscal Year way whatsoever, or to pledge its credit or to render it liable for any reason whatsoever. Moreover, no Member shall have any power or authority to bind the Company unless the Member has been authorized by the Manager to act as an agent of $300,000the Company in accordance with the previous sentence.

Certain Powers of the Manager. Without limiting Except as otherwise required pursuant to this Agreement, including, without limitation, the generality provisions of Section 6.2 but subject to 3.4 and Section 3.10 hereof, or by nonwaivable provisions of the limitations of Section 6.6Act, the Manager shall have the power and authority, on behalf of the Company, to: (a) Acquire property not subject to exceed a cumulative total in any Fiscal Year of $300,000 Section 3.4 and Section 3.10 hereof, to acquire Property from any Person as the Managers may determine (the fact that a Manager or an Equity Owner is directly or indirectly affiliated or connected with any such Person shall not prohibit the Managers from dealing with that Person); (b) Borrow money not and to exceed a cumulative total in any Fiscal Year of $300,000 for the Company from banks, other lending institutions, the Managers, Equity Owners, or Affiliates of the Managers or Equity Owners on such terms as the Managers deem appropriate and, in connection therewith, to Hypothecate Company Property to secure repayment of the borrowed sums; (c) Purchase liability and other insurance to protect the Company’s property and business; (d) Hold hold and own any Company real or personal properties Property in the name of the Company; (eb) Invest subject to Section 3.4, Section 3.10 and Section 4.7(b) hereof, to conservatively invest any Company funds not to exceed a cumulative total in any Fiscal Year of $300,000 temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper, paper or other investments; (fc) Execute to sell, assign, or transfer the Company's inventory in the ordinary course of the Company's business; (d) subject to Section 3.4 and Section 3.10 hereof, to borrow money for the Company from banks, other lending institutions, any Manager, any Member, or any Affiliate of any Manager or Member on such terms as the Manager deems commercially reasonably appropriate (but on a non-recourse basis to any Member, without such Member's prior written consent), and in connection therewith, to hypothecate, encumber and grant security interests in the Property of the Company to secure repayment of the borrowed sums, provided however, that any Company loan from a Member or Affiliate of a Member shall be in accordance with and subject to Section 4.13(b). No debt shall be contracted or liability incurred by or on behalf of the Company except as authorized by the Manager (with the prior approval of the Super Majority of the Board), or to the extent permitted under the Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Manager (with the prior approval of the Super Majority of the Board); (e) subject to Section 3.4 and Section 3.10 hereof, to execute on behalf of the Company all instruments and documents, including including, without limitation, checks, drafts, notes and other negotiable instruments; , mortgages or deeds of trust; , security agreements; , financing statements; , documents providing for the acquisition, mortgage, mortgage or disposition of Company the Company's Property; , assignments; , bills of sale; , leases; , partnership agreements; operating (or , limited liability company) company agreements of other limited liability companies; , and any other instruments or documents necessary, in the opinion of the Managers, necessary to the conduct of the business of the Company; (f) to purchase liability and other insurance to protect the Company's Property and business; (g) Enter to employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to reasonably compensate them from Company funds (with the prior approval of the Super Majority of the Board); (h) to enter into any and all other agreements on behalf of the Company, Company with any other Person for any purpose purpose, which individually do not involve more than Ten Thousand Dollars ($10,000) and in such forms as the Managers may approve; aggregate during any Fiscal Year do not involve more than Fifty Thousand Dollars (h$50,000) Execute and file such other instrumentsand, documentsin either case, and certificates which may from time to time be required by the laws are capable of Colorado or any other jurisdiction being performed in which the Company shall determine to do business, or any political subdivision or agency thereoffull in less than six months after their respective date of execution; to effectuate, implement, continue, and defend the valid existence of the Company;and (i) Open bank accounts in the name of the Company and to be the sole signatory thereon unless the Managers determine otherwise; (j) Do do and perform any and all other acts as may be necessary or appropriate to the conduct of the Company’s 's business. (kj) Employ accountantsNotwithstanding the authority granted by this Section 3.3, legal counsel, managing agents, or other experts to perform services for the Company all purchases and to compensate them from Company funds; (l) Purchase liability and other insurance to protect sales by the Company’s property , including without limitation, those transacted with its Members or Manager, shall be documented by invoices and business; (m) Hold and own any Company real or personal properties in reflected upon the name books of the Company; . Unless authorized to do so by this Agreement or by the Manager (n) Invest any Company funds in excess with the Super Majority of a cumulative total in any Fiscal Year of $300,000 (by way of example but not limitation) in line depositsthe Board), shortno attorney-term governmental obligationsin-fact, commercial paper, employee or other investments; (o) Compromise or settle any claim against or inuring to the benefit agent of the Company involving an amount in controversy not shall have any power or authority to exceed a cumulative total bind the Company in any Fiscal Year way, to pledge its credit or to render it liable pecuniarily for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized in a written agreement delivered to all members by the Manager to act as an agent of $300,000the Company in accordance with the previous sentence. All reasonable actions taken in good faith by the Manager on behalf of the Company from the date of its formation to the date of this Agreement are hereby ratified and confirmed by the Members; provided, however, the owners of the Class A Common Units acknowledge and agree that the Company shall, upon demand, indemnify the owners of the Class B Common Units and the Class A Preferred Units (and each of their respective members, managers, officers, employees, and agents) and hold them each harmless from and against any and all losses, amounts, liabilities, charges, penalties, interest, costs, fees, suits, claims, actions and expenses actually incurred by any of them as a result of any obligations, indebtedness or liabilities of the Company (including, without limitation, Premier) incurred, attributable to or arising from the time period of October 18, 2002 through the date hereof that do not directly relate to the transactions contemplated by the Development Loan, the Mezzanine Loan, or the 2003 employment agreement of Joseph Billhimer.

Certain Powers of the Manager. Without limiting the generality of Section 6.2 5.1 but subject to the limitations of Section 6.65.4 and the limitation that any action be within the scope of the business (as described in Article 3) and the scope of the Annual Plan (or within the last sentence of Section 5.12(a) or the thresholds provided in Sections 5.4(c) and 5.4(h) as to applicable line items or the Annual Plan as a whole), the Manager shall have power and authority, on behalf of the Company, to: (a) Acquire property not to exceed a cumulative total in any Fiscal Year of $300,000 from any Person Person, in one acquisition or a series of acquisitions, as the Managers Manager may determine (determine; provided that if such Person is the fact that a Manager or an Equity Owner is directly or indirectly affiliated or connected with any an Affiliate of either, such Person shall acquisition may not prohibit be effected without Approval of all the Managers from dealing with that Person)Members; (b) Borrow money not to exceed a cumulative total in any Fiscal Year of $300,000 for the Company from banks, other lending institutions, the ManagersManager, Equity Owners, or Affiliates of the Managers Manager or the Equity Owners on such terms terms, and in such amounts, as have been approved in the Managers deem appropriate Annual Plan and, in connection therewith, to Hypothecate any or all of the Company Property to secure repayment of the borrowed sums; (c) Purchase liability and other insurance to protect the Company’s property and businessbusiness in such amount and on such terms as approved in the Annual Plan; (d) Hold and own any Company real or personal properties in the name of the Company; (e) Invest any Company funds not to exceed a cumulative total in any Fiscal Year of $300,000 accordance with the Annual Plan (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper, or other investments, irrespective of whether they qualify as appropriate fiduciary types of investments; (f) Execute on behalf of the Company all instruments and documents, including checks, drafts, notes and other negotiable instruments; mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage, or disposition of Company Property; assignments; bills of sale; leases; partnership agreements; operating (or limited liability company) agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the ManagersManager, to the conduct of the business of the Company, including modifications and amendments thereto; (g) Enter into Employ accountants, legal counsel, managing agents, other experts, employees and independent contractors to perform services for the Company and compensate them from Company funds; (h) Execute any and all other agreements agreement on behalf of the Company, Company with any other Person Person, in the ordinary course of business, for any purpose and in such forms form as the Managers Manager may approve; (hi) Execute and file such other instruments, documents, and certificates which may from time to time be required by the laws of Colorado Delaware or any other jurisdiction in which the Company shall determine to do business, or any political subdivision or agency thereof; , to effectuate, implement, continue, and defend the valid existence of the Company; (ij) Open bank accounts in the name of the Company and to be the sole signatory thereon unless the Managers determine Manager determines otherwise;; and (jk) Do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business. (k) Employ accountants, legal counsel, managing agents, or other experts to perform services for the Company and to compensate them from Company funds; (l) Purchase liability and other insurance to protect the Company’s property and business; (m) Hold and own any Company real or personal properties business in the name of the Company; (n) Invest any Company funds in excess of a cumulative total in any Fiscal Year of $300,000 (by way of example but not limitation) in line deposits, short-term governmental obligations, commercial paper, or other investments; (o) Compromise or settle any claim against or inuring to the benefit of the Company involving an amount in controversy not to exceed a cumulative total in any Fiscal Year of $300,000ordinary course.

Certain Powers of the Manager. Without limiting Except as otherwise required pursuant to this Agreement, including, without limitation, the generality provisions of Section 6.2 but subject to SECTION 3.4 and 3.10 hereof, or by nonwaivable provisions of the limitations of Section 6.6Act, the Manager shall have the power and authority, on behalf of the Company, to: (a) Acquire property not subject to exceed a cumulative total in any Fiscal Year of $300,000 SECTIONS 3.4 and 3.10 hereof, to acquire Property from any Person as the Managers may determine (the fact that a Manager or an Equity Owner is directly or indirectly affiliated or connected with any such Person shall not prohibit the Managers from dealing with that Person); (b) Borrow money not and to exceed a cumulative total in any Fiscal Year of $300,000 for the Company from banks, other lending institutions, the Managers, Equity Owners, or Affiliates of the Managers or Equity Owners on such terms as the Managers deem appropriate and, in connection therewith, to Hypothecate Company Property to secure repayment of the borrowed sums; (c) Purchase liability and other insurance to protect the Company’s property and business; (d) Hold hold and own any Company real or personal properties Property in the name of the Company; (eb) Invest subject to SECTIONS 3.4, 3.10 and 4.7(b) hereof, to conservatively invest any Company funds not to exceed a cumulative total in any Fiscal Year of $300,000 temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper, paper or other investments; c) to sell, assign, or transfer the Company's inventory in the ordinary course of the Company's business; d) subject to SECTIONS 3.4 and 3.10 hereof, to borrow money for the Company from banks, other lending institutions, any Manager, any Member, or any Affiliate of any Manager or Member on such terms as the Manager deems commercially reasonably appropriate (fbut on a non-recourse basis to any Member, without such Member's prior written consent), and in connection therewith, to hypothecate, encumber and grant security interests in the Property of the Company to secure repayment of the borrowed sums, provided however, that any Company loan from a Member or Affiliate of a Member shall be in accordance with and subject to SECTION 4.13(b). No debt shall be contracted or liability incurred by or on behalf of the Company except as authorized by the Manager (with the prior approval of the Super Majority of the Board), or to the extent permitted under the Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Manager (with the prior approval of the Super Majority of the Board); e) Execute subject to SECTIONS 3.4 and 3.10 hereof, to execute on behalf of the Company all instruments and documents, including including, without limitation, checks, drafts, notes and other negotiable instruments; , mortgages or deeds of trust; , security agreements; , financing statements; , documents providing for the acquisition, mortgage, mortgage or disposition of Company the Company's Property; , assignments; , bills of sale; , leases; , partnership agreements; operating (or , limited liability company) company agreements of other limited liability companies; , and any other instruments or documents necessary, in the opinion of the Managers, necessary to the conduct of the business of the Company; (f) to purchase liability and other insurance to protect the Company's Property and business; g) Enter to employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to reasonably compensate them from Company funds (with the prior approval of the Super Majority of the Board); h) to enter into any and all other agreements on behalf of the Company, Company with any other Person for any purpose purpose, which individually do not involve more than Ten Thousand Dollars ($10,000) and in such forms as the Managers may approve;aggregate during any Fiscal Year do not involve more than Fifty Thousand Dollars ($50,000) and, in either case, are capable of being performed in full in less than six months after their respective date of execution; and (hi) Execute and file such other instruments, documents, and certificates which may from time to time be required by the laws of Colorado or any other jurisdiction in which the Company shall determine to do business, or any political subdivision or agency thereof; to effectuate, implement, continue, and defend the valid existence of the Company; (i) Open bank accounts in the name of the Company and to be the sole signatory thereon unless the Managers determine otherwise; (j) Do and perform any and all other acts as may be necessary or appropriate to the conduct of the Company’s 's business. (k) Employ accountants. Notwithstanding the authority granted by this SECTION 3.3, legal counsel, managing agents, or other experts to perform services for the Company all purchases and to compensate them from Company funds; (l) Purchase liability and other insurance to protect sales by the Company’s property , including without limitation, those transacted with its Members or Manager, shall be documented by invoices and business; (m) Hold and own any Company real or personal properties in reflected upon the name books of the Company; . Unless authorized to do so by this Agreement or by the Manager (n) Invest any Company funds in excess with the Super Majority of a cumulative total in any Fiscal Year of $300,000 (by way of example but not limitation) in line depositsthe Board), shortno attorney-term governmental obligationsin-fact, commercial paper, employee or other investments; (o) Compromise or settle any claim against or inuring to the benefit agent of the Company involving an amount in controversy not shall have any power or authority to exceed a cumulative total bind the Company in any Fiscal Year way, to pledge its credit or to render it liable pecuniarily for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized in a written agreement delivered to all members by the Manager to act as an agent of $300,000the Company in accordance with the previous sentence. All reasonable actions taken in good faith by the Manager on behalf of the Company from the date of its formation to the date of this Agreement are hereby ratified and confirmed by the Members; PROVIDED, HOWEVER, the owners of the Class A Common Units acknowledge and agree that the Company shall, upon demand, indemnify the owners of the Class B Common Units and the Class A Preferred Units (and each of their respective members, managers, officers, employees, and agents) and hold them each harmless from and against any and all losses, amounts, liabilities, charges, penalties, interest, costs, fees, suits, claims, actions and expenses actually incurred by any of them as a result of any obligations, indebtedness or liabilities of the Company (including, without limitation, Premier) incurred, attributable to or arising from the time period of October 18, 2002 through the date hereof that do not directly relate to the transactions contemplated by the Development Loan, the Mezzanine Loan, or the 2003 employment agreement of Xxxxxx Xxxxxxxxx.

Certain Powers of the Manager. Without limiting the generality of Section 6.2 but subject to the limitations of Section 6.65.1, the Manager shall have power and authority, authority on behalf of the Company, to: (a) Acquire 5.3.1. To acquire property not from and sell property to exceed a cumulative total in any Fiscal Year of $300,000 from any Person person as the Managers Manager may determine (the determine. The fact that a Member or Manager or an Equity Owner is directly or indirectly affiliated or connected with any such Person person shall not prohibit the Managers Manager from dealing with that Person); (b) Borrow 5.3.2. To borrow money not to exceed a cumulative total in any Fiscal Year of $300,000 for the Company from banks, other lending institutions, the ManagersInterest Holders, Equity OwnersManager, or Affiliates of the Managers Interest Holders or Equity Owners Manager on such terms as the Managers Manager may deem appropriate andappropriate, and in connection therewith, to Hypothecate hypothecate, encumber, and grant security interests in the assets of the Company Property to secure repayment of the borrowed sums. No debt or other obligation shall be contracted or liability incurred by or on behalf of the Company except by the Manager; (c) Purchase 5.3.3. To purchase liability and other insurance to protect the Manager and the Company’s 's property and business; (d) Hold 5.3.4. To hold and own any Company real or and personal properties property in the name of the Company or others as provided in this Agreement; 5.3.5. To invest Company funds temporarily to the extent not required to pay the current expenses of the Company; (e) Invest any Company funds not to exceed a cumulative total in any Fiscal Year of $300,000 (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper, or other investments; (f) Execute 5.3.6. To execute on behalf of the Company all instruments and documents, including including, without limitation, checks, drafts, notes notes, and other negotiable instruments; mortgages , mortgages, or deeds of trust; , security agreements; , financing statements; , documents providing for the acquisition, mortgage, or disposition of Company Property; the Company's property, assignments; , bills of sale; , leases; , partnership agreements; operating (or limited liability company) agreements of other limited liability companies; , and any other instruments or documents necessary, in the opinion of the ManagersManager, to accomplish the conduct of the business purposes of the Company; (g) Enter into any and all other agreements on behalf of the Company, with any other Person for any purpose and in such forms as the Managers may approve; (h) Execute and file such other instruments, documents, and certificates which may from time to time be required by the laws of Colorado or any other jurisdiction in which the Company shall determine to do business, or any political subdivision or agency thereof; to effectuate, implement, continue, and defend the valid existence of the Company; (i) Open bank accounts in the name of the Company and to be the sole signatory thereon unless the Managers determine otherwise; (j) Do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business. (k) Employ 5.3.7. To employ accountants, legal counsel, managing agents, or other experts to perform services for the Company and to compensate them from Company funds; (l) Purchase liability 5.3.8. To enter into any and all other insurance to protect the Company’s property and business; (m) Hold and own any Company real or personal properties in the name agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Manager may approve; (n) Invest any Company funds in excess of a cumulative total in any Fiscal Year of $300,000 (by way of example but not limitation) in line deposits, short-term governmental obligations, commercial paper, 5.3.9. To do and perform all other acts as may be necessary or other investments; (o) Compromise or settle any claim against or inuring appropriate to accomplish the benefit purposes of the Company involving an amount in controversy including filing any reorganization proceeding; and 5.3.10. To take such other actions as do not expressly require the consent of the Members under this Agreement. A Manager may act by a duly authorized attorney-in-fact. Unless authorized to exceed a cumulative total do so by this Agreement or by the Manager, no Member, agent, or employee of the Company shall have any power or authority to bind the Company in any Fiscal Year of $300,000way, to pledge its credit, or to render it liable for any purpose.

Certain Powers of the Manager. Without limiting the generality of Section 6.2 but subject to the limitations of Section 6.62.5 above, the Manager shall have the power and authority, authority to act on behalf of the Company, Company in order to: (a) Acquire acquire property not to exceed a cumulative total in any Fiscal Year of $300,000 from any Person as the Managers Manager may determine (the determine. The fact that a Manager or an Equity Owner a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Managers Manager from dealing with that Person); (b) Borrow borrow money not to exceed a cumulative total in any Fiscal Year of $300,000 for the Company from banks, other lending institutions, the ManagersManager, Equity OwnersMembers, or Affiliates of the Managers or Equity Owners on such terms as the Managers deem appropriate andManager deems appropriate, and in connection therewith, to Hypothecate hypothecate, encumber and grant security interests in the assets of the Company Property to secure repayment of the borrowed sums. No debt shall be contracted or liability incurred by or on behalf of the Company except by the Manager, or by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Manager; (c) Purchase purchase liability and other insurance to protect the Company’s 's property and business; (d) Hold and own hold any Company real or and/or personal properties property in the name of the Company; (e) Invest invest any Company funds not to exceed a cumulative total in any Fiscal Year of $300,000 (temporarily, by way of example but not limitation) , in time deposits, short-term governmental obligations, commercial paper, paper or other investments; (f) Execute sell or otherwise dispose of all or substantially all of the assets of the Company as part of a single transaction or plan so long as such disposition is not in violation of or a cause of a default under any other agreement to which the Company may be bound; (g) execute on behalf of the Company all instruments and documents, including including, without limitation: checks, drafts, notes and other negotiable instruments; , mortgages or deeds of trust; , security agreements; , financing statements; , documents providing for the acquisition, mortgage, mortgage or disposition of Company Property; the Company's property, assignments; , bills of sale; , leases; , partnership agreements; , operating (or limited liability company) agreements of other limited liability companies; , and any other instruments or documents necessary, in the opinion of the ManagersManager, to the conduct of the business of the Company; (g) Enter into any and all other agreements on behalf of the Company, with any other Person for any purpose and in such forms as the Managers may approve; (h) Execute and file such other instruments, documents, and certificates which may from time to time be required by the laws of Colorado or any other jurisdiction in which the Company shall determine to do business, or any political subdivision or agency thereof; to effectuate, implement, continue, and defend the valid existence of the Company; (i) Open bank accounts in the name of the Company and to be the sole signatory thereon unless the Managers determine otherwise; (j) Do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business. (k) Employ employ accountants, legal counsel, managing agents, agents or other experts to perform services for the Company and to compensate them from Company funds; (i) enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Manager may approve; (j) pay any Manager a reasonable fee for services; (k) create offices and designate Officers; (l) Purchase liability do and perform all other insurance lawful acts as may be necessary or appropriate to protect the conduct of the Company’s property and 's business;; and (m) Hold and own any Company real or personal properties receive compensation for its service as Manager in accordance with the terms provided in the name of the Company; (n) Invest any Company funds in excess of a cumulative total in any Fiscal Year of $300,000 (by way of example but not limitation) in line deposits, short-term governmental obligations, commercial paper, or other investments; (o) Compromise or settle any claim against or inuring to the benefit of the Company involving an amount in controversy not to exceed a cumulative total in any Fiscal Year of $300,000Memorandum.

Certain Powers of the Manager. Without limiting the generality of Section 6.2 5.1 but subject to the limitations of Section 6.65.4 and the limitation that any action be within the scope of the business (as described in Article 3) and the scope of the Semi-Annual Plan (or within the last sentence of Section 5.12(b) or the thresholds provided in Section 5.4(b) and (c) as to applicable line items or the Semi-Annual Plan as a whole), the Manager shall have power and authority, on behalf of the Company, to: (a) Acquire property not to exceed a cumulative total in any Fiscal Year of $300,000 from any Person Person, in one acquisition or a series of acquisitions, as the Managers Manager may determine (determine; provided that if such Person is the fact that a Manager or an Equity Owner is directly or indirectly affiliated or connected with any an Affiliate of either, such Person shall acquisition may not prohibit be effected without Approval of all the Managers from dealing with that Person)Members; (b) Borrow money not to exceed a cumulative total in any Fiscal Year of $300,000 for the Company from banks, other lending institutions, the ManagersManager, Equity Owners, or Affiliates of the Managers Manager or the Equity Owners on such terms terms, and in such amounts, as have been approved in the Managers deem appropriate Semi-Annual Plan and, in connection therewith, to Hypothecate any or all of the Company Property to secure repayment of the borrowed sums; (c) Purchase liability and other insurance to protect the Company’s property and businessbusiness in such amount and on such terms as approved in the Semi-Annual Plan; (d) Hold and own any Company real or personal properties in the name of the Company; (e) Invest any Company funds not to exceed a cumulative total in any Fiscal Year of $300,000 accordance with the Semi-Annual Plan (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper, or other investments, irrespective of whether they qualify as appropriate fiduciary types of investments; (f) Execute on behalf of the Company all instruments and documents, including checks, drafts, notes and other negotiable instruments; mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage, or disposition of Company Property; assignments; bills of sale; leases; partnership agreements; operating (or limited liability company) agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the ManagersManager, to the conduct of the business of the Company, including modifications and amendments thereto; (g) Enter into Employ accountants, legal counsel, managing agents, other experts, employees and independent contractors to perform services for the Company and compensate them from Company funds; (h) Execute any and all other agreements agreement on behalf of the Company, Company with any other Person Person, in the ordinary course of business, for any purpose and in such forms form as the Managers Manager may approve; (hi) Execute and file such other instruments, documents, and certificates which may from time to time be required by the laws of Colorado Delaware or any other jurisdiction in which the Company shall determine to do business, or any political subdivision or agency thereof; , to effectuate, implement, continue, and defend the valid existence of the Company; (ij) Open bank accounts in the name of the Company and to be the sole signatory thereon unless the Managers determine Manager determines otherwise;; and (jk) Do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business. (k) Employ accountants, legal counsel, managing agents, or other experts to perform services for the Company and to compensate them from Company funds; (l) Purchase liability and other insurance to protect the Company’s property and business; (m) Hold and own any Company real or personal properties business in the name of the Company; (n) Invest any Company funds in excess of a cumulative total in any Fiscal Year of $300,000 (by way of example but not limitation) in line deposits, short-term governmental obligations, commercial paper, or other investments; (o) Compromise or settle any claim against or inuring to the benefit of the Company involving an amount in controversy not to exceed a cumulative total in any Fiscal Year of $300,000ordinary course.

Certain Powers of the Manager. Without limiting the generality of Section 6.2 but subject to the limitations of Section 6.62.5 above, the Manager shall have the power and authority, authority to act on behalf of the Company, Company in order to: (a) Acquire acquire property not to exceed a cumulative total in any Fiscal Year of $300,000 from any Person as the Managers Manager may determine (the determine. The fact that a Manager or an Equity Owner a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Managers Manager from dealing with that Person); (b) Borrow borrow money not to exceed a cumulative total in any Fiscal Year of $300,000 for the Company from banks, other lending institutions, the ManagersManager, Equity OwnersMembers, or Affiliates of the Managers or Equity Owners on such terms as the Managers deem appropriate andManager deems appropriate, and in connection therewith, to Hypothecate hypothecate, encumber and grant security interests in the assets of the Company Property to secure repayment of the borrowed sums. No debt shall be contracted or liability incurred by or on behalf of the Company except by the Manager, or by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Manager. Notwithstanding the foregoing, the Manager may not approve borrowings above an aggregate of 80% of the expected purchase price of a specific real estate property without the unanimous consent of all Members; (c) Purchase purchase liability and other insurance to protect the Company’s 's property and business; (d) Hold and own hold any Company real or and/or personal properties property in the name of the Company; (e) Invest invest any Company funds not to exceed a cumulative total in any Fiscal Year of $300,000 (temporarily, by way of example but not limitation) , in time deposits, short-term governmental obligations, commercial paper, paper or other investments; (f) Execute sell or otherwise dispose of all or substantially all of the assets of the Company as part of a single transaction or plan so long as such disposition is not in violation of or a cause of a default under any other agreement to which the Company may be bound; (g) execute on behalf of the Company all instruments and documents, including including, without limitation: checks, drafts, notes and other negotiable instruments; , mortgages or deeds of trust; , security agreements; , financing statements; , documents providing for the acquisition, mortgage, mortgage or disposition of Company Property; the Company's property, assignments; , bills of sale; , leases; , partnership agreements; , operating (or limited liability company) agreements of other limited liability companies; , and any other instruments or documents necessary, in the opinion of the ManagersManager, to the conduct of the business of the Company; (g) Enter into any and all other agreements on behalf of the Company, with any other Person for any purpose and in such forms as the Managers may approve; (h) Execute and file such other instruments, documents, and certificates which may from time to time be required by the laws of Colorado or any other jurisdiction in which the Company shall determine to do business, or any political subdivision or agency thereof; to effectuate, implement, continue, and defend the valid existence of the Company; (i) Open bank accounts in the name of the Company and to be the sole signatory thereon unless the Managers determine otherwise; (j) Do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business. (k) Employ employ accountants, legal counsel, managing agents, agents or other experts to perform services for the Company and to compensate them from Company funds; (li) Purchase liability enter into any and all other insurance to protect agreements on behalf of the Company’s property and business, with any other Person for any purpose, in such forms as the Manager may approve; (mj) Hold pay any Manager a reasonable fee for services; (k) create offices and own any Company real designate Officers; and (l) do and perform all other lawful acts as may be necessary or personal properties in appropriate to the name conduct of the Company; (n) Invest any Company funds in excess of a cumulative total in any Fiscal Year of $300,000 (by way of example but not limitation) in line deposits, short-term governmental obligations, commercial paper, or other investments; (o) Compromise or settle any claim against or inuring to the benefit of the Company involving an amount in controversy not to exceed a cumulative total in any Fiscal Year of $300,000's business.

Certain Powers of the Manager. (a) Without limiting the generality general powers of the Manager set forth in Section 6.2 but subject to the limitations of Section 6.67.1, the Manager shall have power and authority, on behalf of the CompanyCompany without requiring approval from any Members, to:except as otherwise explicitly provided in Section 5.3(b), Section 5.3(c) and Section 5.3(d): (ai) Acquire to acquire property not to exceed a cumulative total in any Fiscal Year of $300,000 from any Person as the Managers Manager may determine (the fact that a Manager determine, whether or an Equity Owner not such Person is directly or indirectly affiliated or connected with any such Person shall not prohibit the Managers from dealing with that Person)Manager or Member; (bii) Borrow to borrow money not to exceed a cumulative total in any Fiscal Year of $300,000 for the Company (including from banksthe Manager, other lending institutions, the Managers, Equity OwnersMembers, or Affiliates of the Managers Manager or Equity Owners Members) not to exceed fifty thousand Dollars ($50,000.00) on such terms as the Managers Manager shall deem appropriate and, in connection therewith, to Hypothecate Company Property to secure repayment of the borrowed sumsappropriate; (ciii) Purchase to purchase liability and other insurance to protect the Company’s property and business; (div) Hold to hold and own any Company real or personal properties Property in the name of the Company; (ev) Invest any to invest Company funds not to exceed a cumulative total in any Fiscal Year of $300,000 (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper, or other investmentsfunds; (fvi) Execute to execute on behalf of the Company all instruments and documents, including including, without limitation, checks, drafts, notes and other negotiable instruments; , mortgages or deeds of trust; , security agreements; , financing statements; , documents providing for the acquisition, mortgage, mortgage or disposition Disposition of Company Property; , assignments; , bills of sale; , leases; partnership agreements; operating (or limited liability company) agreements of other limited liability companies; , and any other documents or instruments or documents necessary, in the opinion of the Managers, necessary to the conduct of the business of the Company; (gvii) Enter to employ accountants, legal counsel, managing agents or other experts to perform services for the Company; (viii) to enter into employment or other compensation agreements with all persons or entities providing services to, or for the benefit of, the Company on such terms and conditions as the Manager shall deem necessary and proper, including the Manager and the Affiliates of the Manager; (ix) to enter into any and all other agreements on behalf of the Company, with any other Person for any purpose and in such forms as the Managers Manager may approve; (hx) Execute and file such other instrumentsto institute, documents, and certificates which may from time to time be required by prosecute or defend any Proceeding in the laws of Colorado or any other jurisdiction in which the Company shall determine Company’s name; and (xi) to do business, or any political subdivision or agency thereof; to effectuate, implement, continue, and defend the valid existence of the Company; (i) Open bank accounts in the name of the Company and to be the sole signatory thereon unless the Managers determine otherwise; (j) Do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business. (kb) Employ accountantsThe Manager shall not have the power and authority without Member Consent, legal counseland, managing agentsto the extent expressly required under Section 5.3(b), Section 5.3(c) or other experts Section 5.3(d), specific Member Consents: (i) to perform services borrow money for the Company and to compensate them (including from Company fundsthe Manager, Members, or Affiliates of the Manager or Members) in excess of fifty thousand Dollars ($50,000.00) on such terms as the Manager shall deem appropriate; (lii) Purchase liability to hypothecate, encumber and other insurance to protect the Company’s property and business; (m) Hold and own any Company real or personal properties grant security interests in the name assets of the Company; (nc) Invest any Company funds in excess The Manager shall not have the power and authority without the approval of a cumulative total in any Fiscal Year not less than 50% of $300,000 (by way the Class B Members and not less than 75% of example but not limitation) in line deposits, short-term governmental obligations, commercial paper, or other investments;the Class A Members: (oi) Compromise to sell or settle any claim against otherwise Dispose of all or inuring to substantially all of the benefit assets of the Company involving an amount as part of a single transaction or plan; or (ii) to cause the Company to merge with or into another entity on such terms as the Manager shall deem appropriate and in controversy not the interests of the Members, and to exceed a cumulative total execute, deliver and file any agreements, certificates or other documents in any Fiscal Year of $300,000connection therewith.