Common use of Certain Powers of the Manager Clause in Contracts

Certain Powers of the Manager. (a) Without limiting the general powers of the Manager set forth in Section 7.1, the Manager shall have power and authority, on behalf of the Company without requiring approval from any Members, except as otherwise explicitly provided in Section 5.3(b), Section 5.3(c) and Section 5.3(d): (i) to acquire property from any Person as the Manager may determine, whether or not such Person is directly or indirectly affiliated or connected with any Manager or Member; (ii) to borrow money for the Company (including from the Manager, Members, or Affiliates of the Manager or Members) not to exceed fifty thousand Dollars ($50,000.00) on such terms as the Manager shall deem appropriate; (iii) to purchase liability and other insurance to protect the Company’s property and business; (iv) to hold and own Company Property in the name of the Company; (v) to invest Company funds; (vi) to execute on behalf of the Company all instruments and documents, 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, assignments, bills of sale, leases, and any other documents or instruments necessary to the business of the Company; (vii) 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, in such forms as the Manager may approve; (x) to institute, prosecute or defend any Proceeding in the Company’s name; and (xi) to do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business. (b) The Manager shall not have the power and authority without Member Consent, and, to the extent expressly required under Section 5.3(b), Section 5.3(c) or Section 5.3(d), specific Member Consents: (i) to borrow money for the Company (including from the 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; (ii) to hypothecate, encumber and grant security interests in the assets of the Company; (c) The Manager shall not have the power and authority without the approval of not less than 50% of the Class B Members and not less than 75% of the Class A Members: (i) to sell or otherwise Dispose of all or substantially all of the assets of the Company 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 the interests of the Members, and to execute, deliver and file any agreements, certificates or other documents in connection therewith.

Certain Powers of the Manager. (a) Without limiting the general powers generality of the Manager set forth in Section 7.12.5 above, the Manager shall have the power and authority, authority to act on behalf of the Company without requiring approval from any Members, except as otherwise explicitly provided in Section 5.3(b), Section 5.3(c) and Section 5.3(d):order to: (ia) to acquire property from any Person as the Manager may determine, whether . The fact that a Manager or not such Person a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Manager or Memberfrom dealing with that Person; (iib) to borrow money for the Company (including from banks, other lending institutions, the Manager, Members, or Affiliates of the Manager or Members) not to exceed fifty thousand Dollars ($50,000.00) on such terms as the Manager deems appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums. No debt shall deem appropriatebe 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; (iiic) to purchase liability and other insurance to protect the Company’s 's property and business; (ivd) to hold and own Company Property any real and/or personal property in the name of the Company; (ve) to invest any Company fundsfunds temporarily, by way of example but not limitation, in time deposits, short-term governmental obligations, commercial paper or other investments; (vif) 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, 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 disposition of Company Propertythe Company's property, assignments, bills of sale, leases, partnership agreements, operating agreements of other limited liability companies, and any other instruments or documents or instruments necessary necessary, in the opinion of the Manager, to the business of the Company; (viih) to employ accountants, legal counsel, managing agents or other experts to perform services for the CompanyCompany and to compensate them from Company funds; (viiii) 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, in such forms as the Manager may approve; (xj) to institute, prosecute or defend pay any Proceeding in the Company’s name; andManager a reasonable fee for services; (xik) to create offices and designate Officers; (l) do and perform all other lawful acts as may be necessary or appropriate to the conduct of the Company’s 's business.; and (bm) The receive compensation for its service as Manager shall not have in accordance with the power and authority without Member Consent, and, to the extent expressly required under Section 5.3(b), Section 5.3(c) or Section 5.3(d), specific Member Consents: (i) to borrow money for the Company (including from the 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; (ii) to hypothecate, encumber and grant security interests provided in the assets of the Company; (c) The Manager shall not have the power and authority without the approval of not less than 50% of the Class B Members and not less than 75% of the Class A Members: (i) to sell or otherwise Dispose of all or substantially all of the assets of the Company 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 the interests of the Members, and to execute, deliver and file any agreements, certificates or other documents in connection therewithMemorandum.

Certain Powers of the Manager. (a) Without limiting the general powers generality of Section 6.2 but subject to the Manager set forth in limitations of Section 7.16.6, the Manager shall have power and authority, on behalf of the Company without requiring approval from any MembersCompany, except as otherwise explicitly provided in Section 5.3(b), Section 5.3(c) and Section 5.3(d):to: (ia) Acquire property not to acquire property exceed a cumulative total in any Fiscal Year of $300,000 from any Person as the Managers may determine (the fact that a Manager may determine, whether or not such Person an Equity Owner is directly or indirectly affiliated or connected with any Manager or Membersuch Person shall not prohibit the Managers from dealing with that Person); (iib) Borrow money not to borrow money exceed a cumulative total in any Fiscal Year of $300,000 for the Company (including from banks, other lending institutions, the ManagerManagers, MembersEquity Owners, or Affiliates of the Manager Managers or Members) not to exceed fifty thousand Dollars ($50,000.00) Equity Owners on such terms as the Manager shall Managers deem appropriateappropriate and, in connection therewith, to Hypothecate Company Property to secure repayment of the borrowed sums; (iiic) to purchase Purchase liability and other insurance to protect the Company’s property and business; (ivd) to hold Hold and own any Company Property real or personal properties in the name of the Company; (ve) Invest any Company funds not to invest Company fundsexceed 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; (vif) to execute Execute on behalf of the Company all instruments and documents, including, without limitation, including 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 instruments or documents or instruments necessary necessary, in the opinion of the Managers, to the conduct of the business of the Company; (viig) 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 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 Manager Managers may approve; (xh) Execute and file such other instruments, documents, and certificates which may from time to institutetime be required by the laws of Colorado or any other jurisdiction in which the Company shall determine to do business, prosecute or any political subdivision or agency thereof; to effectuate, implement, continue, and defend any Proceeding the valid existence of the Company; (i) Open bank accounts in the Company’s name; andname of the Company and to be the sole signatory thereon unless the Managers determine otherwise; (xij) to do Do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business. (bk) The Manager shall not have the power and authority without Member ConsentEmploy accountants, andlegal counsel, managing agents, or other experts to the extent expressly required under Section 5.3(b), Section 5.3(c) or Section 5.3(d), specific Member Consents: (i) to borrow money perform services for the Company (including and to compensate them from the 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 appropriateCompany funds; (iil) Purchase liability and other insurance to hypothecate, encumber protect the Company’s property and grant security interests business; (m) Hold and own any Company real or personal properties in the assets name of the Company; (cn) The Manager shall Invest any Company funds in excess of a cumulative total in any Fiscal Year of $300,000 (by way of example but not have the power and authority without the approval of not less than 50% of the Class B Members and not less than 75% of the Class A Members:limitation) in line deposits, short-term governmental obligations, commercial paper, or other investments; (io) Compromise or settle any claim against or inuring to sell or otherwise Dispose of all or substantially all of the assets benefit of the Company as part involving an amount in controversy not to exceed a cumulative total in any Fiscal Year 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 the interests of the Members, and to execute, deliver and file any agreements, certificates or other documents in connection therewith$300,000.

Certain Powers of the Manager. (a) Without limiting Except as otherwise required pursuant to this Agreement, including, without limitation, the general powers provisions of SECTION 3.4 and 3.10 hereof, or by nonwaivable provisions of the Manager set forth in Section 7.1Act, the Manager shall have the power and authority, on behalf of the Company without requiring approval from any MembersCompany: a) subject to SECTIONS 3.4 and 3.10 hereof, except as otherwise explicitly provided in Section 5.3(b), Section 5.3(c) and Section 5.3(d): (i) to acquire property Property from any Person as the Manager may determine, whether or not such Person is directly or indirectly affiliated or connected with any Manager or Member; (ii) to borrow money for the Company (including from the Manager, Members, or Affiliates of the Manager or Members) not to exceed fifty thousand Dollars ($50,000.00) on such terms as the Manager shall deem appropriate; (iii) to purchase liability and other insurance to protect the Company’s property and business; (iv) to hold and own Company Property in the name of the Company; b) subject to SECTIONS 3.4, 3.10 and 4.7(b) hereof, to conservatively invest any Company funds temporarily (vby way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments; c) to invest Company fundssell, 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 (vibut 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 SECTIONS 3.4 and 3.10 hereof, to execute on behalf of the Company all instruments and documents, 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 disposition of Company the Company's Property, assignments, bills of sale, leases, partnership agreements, limited liability company agreements of other limited liability companies, and any other instruments or documents or instruments necessary to the business of the Company; (viif) to purchase liability and other insurance to protect the Company's Property and business; g) to employ accountants, legal counsel, managing agents or other experts to perform services for the CompanyCompany and to reasonably compensate them from Company funds (with the prior approval of the Super Majority of the Board); (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; (ixh) to enter into any and all other agreements on behalf of the CompanyCompany with any other Person for any purpose, which individually do not involve more than Ten Thousand Dollars ($10,000) and in the aggregate during any Fiscal Year do not involve more than Fifty Thousand Dollars ($50,000) and, in such forms as the Manager may approve; (x) to instituteeither case, prosecute or defend any Proceeding are capable of being performed in the Company’s namefull in less than six months after their respective date of execution; and (xii) to do and perform any and all other acts as may be necessary or appropriate to the conduct of the Company’s 's business. (b) The Manager shall not have . Notwithstanding the power authority granted by this SECTION 3.3, all purchases and authority sales by the Company, including without Member Consentlimitation, and, to the extent expressly required under Section 5.3(b), Section 5.3(c) those transacted with its Members or Section 5.3(d), specific Member Consents: (i) to borrow money for the Company (including from the Manager, Members, or Affiliates of shall be documented by invoices and reflected upon the Manager or Members) in excess of fifty thousand Dollars ($50,000.00) on such terms as the Manager shall deem appropriate; (ii) to hypothecate, encumber and grant security interests in the assets books of the Company; . Unless authorized to do so by this Agreement or by the Manager (c) The with the Super Majority of the Board), no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any 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 shall not have to act as an agent of the power 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 authority without confirmed by the approval Members; PROVIDED, HOWEVER, the owners of not less than 50% the Class A Common Units acknowledge and agree that the Company shall, upon demand, indemnify the owners of the Class B Members Common Units and not less than 75% of the Class A Members: Preferred Units (iand each of their respective members, managers, officers, employees, and agents) to sell 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 otherwise Dispose of all or substantially all of the assets liabilities of the Company as part (including, without limitation, Premier) incurred, attributable to or arising from the time period of a single transaction October 18, 2002 through the date hereof that do not directly relate to the transactions contemplated by the Development Loan, the Mezzanine Loan, 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 the interests 2003 employment agreement of the Members, and to execute, deliver and file any agreements, certificates or other documents in connection therewithXxxxxx Xxxxxxxxx.

Certain Powers of the Manager. (a) Without limiting the general powers generality of Section 5.1 but subject to the limitations of Section 5.4 and the limitation that any action be within the scope of the Manager set forth business (as described in Article 3) and the scope of the Annual Plan (or within the last sentence of Section 7.15.12(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 without requiring approval from any MembersCompany, except as otherwise explicitly provided in Section 5.3(b), Section 5.3(c) and Section 5.3(d):to: (ia) to acquire Acquire property from any Person Person, in one acquisition or a series of acquisitions, as the Manager may determine, whether or not ; provided that if such Person is directly or indirectly affiliated or connected with any the Manager or Memberan Equity Owner or an Affiliate of either, such acquisition may not be effected without Approval of all the Members; (iib) to borrow Borrow money for the Company (including from banks, other lending institutions, the Manager, MembersEquity Owners, or Affiliates of the Manager or Members) not to exceed fifty thousand Dollars ($50,000.00) the Equity Owners on such terms terms, and in such amounts, as have been approved in the Manager shall deem appropriateAnnual Plan and, in connection therewith, Hypothecate any or all of the Company Property to secure repayment of the borrowed sums; (iiic) to purchase 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; (ivd) to hold Hold and own any Company Property real or personal properties in the name of the Company; (ve) to invest Invest any Company fundsfunds in 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; (vif) to execute on behalf of the Company Execute all instruments and documents, including, without limitation, including 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 instruments or documents or instruments necessary necessary, in the opinion of the Manager, to the conduct of the business of the Company, including modifications and amendments thereto; (viig) to employ Employ accountants, legal counsel, managing agents or agents, other experts experts, employees and independent contractors to perform services for the CompanyCompany and compensate them from Company funds; (viiih) to enter into employment or Execute any 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 agreement on behalf of the CompanyCompany with any other Person, in the ordinary course of business, for any purpose and in such forms form as the Manager may approve; (xi) Execute and file such other instruments, documents, and certificates which may from time to institutetime be required by the laws of Delaware or any other jurisdiction in which the Company shall determine to do business, prosecute or any political subdivision or agency thereof, to effectuate, implement, continue, and defend any Proceeding the valid existence of the Company; (j) Open bank accounts in the Company’s namename of the Company and be the sole signatory thereon unless the Manager determines otherwise; and (xik) to do Do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business. (b) The Manager shall not have the power and authority without Member Consent, and, to the extent expressly required under Section 5.3(b), Section 5.3(c) or Section 5.3(d), specific Member Consents: (i) to borrow money for the Company (including from the 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; (ii) to hypothecate, encumber and grant security interests business in the assets of the Company; (c) The Manager shall not have the power and authority without the approval of not less than 50% of the Class B Members and not less than 75% of the Class A Members: (i) to sell or otherwise Dispose of all or substantially all of the assets of the Company 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 the interests of the Members, and to execute, deliver and file any agreements, certificates or other documents in connection therewithordinary course.

Certain Powers of the Manager. (a) Without limiting the general powers generality of Section 5.1 but subject to the limitations of Section 5.4 and the limitation that any action be within the scope of the Manager set forth 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 7.15.4(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 without requiring approval from any MembersCompany, except as otherwise explicitly provided in Section 5.3(b), Section 5.3(c) and Section 5.3(d):to: (ia) to acquire Acquire property from any Person Person, in one acquisition or a series of acquisitions, as the Manager may determine, whether or not ; provided that if such Person is directly or indirectly affiliated or connected with any the Manager or Memberan Equity Owner or an Affiliate of either, such acquisition may not be effected without Approval of all the Members; (iib) to borrow Borrow money for the Company (including from banks, other lending institutions, the Manager, MembersEquity Owners, or Affiliates of the Manager or Members) not to exceed fifty thousand Dollars ($50,000.00) the Equity Owners on such terms terms, and in such amounts, as have been approved in the Manager shall deem appropriateSemi-Annual Plan and, in connection therewith, Hypothecate any or all of the Company Property to secure repayment of the borrowed sums; (iiic) to purchase 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; (ivd) to hold Hold and own any Company Property real or personal properties in the name of the Company; (ve) to invest Invest any Company fundsfunds in 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; (vif) to execute on behalf of the Company Execute all instruments and documents, including, without limitation, including 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 instruments or documents or instruments necessary necessary, in the opinion of the Manager, to the conduct of the business of the Company, including modifications and amendments thereto; (viig) to employ Employ accountants, legal counsel, managing agents or agents, other experts experts, employees and independent contractors to perform services for the CompanyCompany and compensate them from Company funds; (viiih) to enter into employment or Execute any 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 agreement on behalf of the CompanyCompany with any other Person, in the ordinary course of business, for any purpose and in such forms form as the Manager may approve; (xi) Execute and file such other instruments, documents, and certificates which may from time to institutetime be required by the laws of Delaware or any other jurisdiction in which the Company shall determine to do business, prosecute or any political subdivision or agency thereof, to effectuate, implement, continue, and defend any Proceeding the valid existence of the Company; (j) Open bank accounts in the Company’s namename of the Company and be the sole signatory thereon unless the Manager determines otherwise; and (xik) to do Do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business. (b) The Manager shall not have the power and authority without Member Consent, and, to the extent expressly required under Section 5.3(b), Section 5.3(c) or Section 5.3(d), specific Member Consents: (i) to borrow money for the Company (including from the 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; (ii) to hypothecate, encumber and grant security interests business in the assets of the Company; (c) The Manager shall not have the power and authority without the approval of not less than 50% of the Class B Members and not less than 75% of the Class A Members: (i) to sell or otherwise Dispose of all or substantially all of the assets of the Company 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 the interests of the Members, and to execute, deliver and file any agreements, certificates or other documents in connection therewithordinary course.

Certain Powers of the Manager. (a) Without limiting Except as otherwise required pursuant to this Agreement, including, without limitation, the general powers provisions of Section 3.4 and Section 3.10 hereof, or by nonwaivable provisions of the Manager set forth in Section 7.1Act, the Manager shall have the power and authority, on behalf of the Company without requiring approval from any Members, except as otherwise explicitly provided in Company: (a) subject to Section 5.3(b), Section 5.3(c) 3.4 and Section 5.3(d): (i) 3.10 hereof, to acquire property Property from any Person as the Manager may determine, whether or not such Person is directly or indirectly affiliated or connected with any Manager or Member; (ii) to borrow money for the Company (including from the Manager, Members, or Affiliates of the Manager or Members) not to exceed fifty thousand Dollars ($50,000.00) on such terms as the Manager shall deem appropriate; (iii) to purchase liability and other insurance to protect the Company’s property and business; (iv) to hold and own Company Property in the name of the Company; (vb) subject to Section 3.4, Section 3.10 and Section 4.7(b) hereof, to conservatively invest any Company fundsfunds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments; (vic) 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, 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 disposition of Company the Company's Property, assignments, bills of sale, leases, partnership agreements, limited liability company agreements of other limited liability companies, and any other instruments or documents or instruments necessary to the business of the Company; (viif) to purchase liability and other insurance to protect the Company's Property and business; (g) to employ accountants, legal counsel, managing agents or other experts to perform services for the CompanyCompany and to reasonably compensate them from Company funds (with the prior approval of the Super Majority of the Board); (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; (ixh) to enter into any and all other agreements on behalf of the CompanyCompany with any other Person for any purpose, which individually do not involve more than Ten Thousand Dollars ($10,000) and in the aggregate during any Fiscal Year do not involve more than Fifty Thousand Dollars ($50,000) and, in such forms as the Manager may approve; (x) to instituteeither case, prosecute or defend any Proceeding are capable of being performed in the Company’s namefull in less than six months after their respective date of execution; and (xii) to do and perform any and all other acts as may be necessary or appropriate to the conduct of the Company’s 's business. (bj) The Manager shall not have Notwithstanding the power authority granted by this Section 3.3, all purchases and authority sales by the Company, including without Member Consentlimitation, and, to the extent expressly required under Section 5.3(b), Section 5.3(c) those transacted with its Members or Section 5.3(d), specific Member Consents: (i) to borrow money for the Company (including from the Manager, Members, or Affiliates of shall be documented by invoices and reflected upon the Manager or Members) in excess of fifty thousand Dollars ($50,000.00) on such terms as the Manager shall deem appropriate; (ii) to hypothecate, encumber and grant security interests in the assets books of the Company; . Unless authorized to do so by this Agreement or by the Manager (c) The with the Super Majority of the Board), no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any 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 shall not have to act as an agent of the power 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 authority without confirmed by the approval Members; provided, however, the owners of not less than 50% the Class A Common Units acknowledge and agree that the Company shall, upon demand, indemnify the owners of the Class B Members Common Units and not less than 75% of the Class A Members: Preferred Units (iand each of their respective members, managers, officers, employees, and agents) to sell 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 otherwise Dispose of all or substantially all of the assets liabilities of the Company as part (including, without limitation, Premier) incurred, attributable to or arising from the time period of a single transaction October 18, 2002 through the date hereof that do not directly relate to the transactions contemplated by the Development Loan, the Mezzanine Loan, 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 the interests 2003 employment agreement of the Members, and to execute, deliver and file any agreements, certificates or other documents in connection therewithJoseph Billhimer.

Certain Powers of the Manager. (a) Without limiting the general powers generality of the Manager set forth in Section 7.15.1, the Manager shall have power and authority, authority on behalf of the Company without requiring approval from any Members, except as otherwise explicitly provided in Section 5.3(b), Section 5.3(c) and Section 5.3(d):Company: (i) to 5.3.1. To acquire property from and sell property to any Person person as the Manager may determine, whether . The fact that a Member or not such Person Manager is directly or indirectly affiliated or connected with any such person shall not prohibit the Manager or Memberfrom dealing with that Person; (ii) to 5.3.2. To borrow money for the Company (including from banks, other lending institutions, the Interest Holders, Manager, Members, or Affiliates of the Interest Holders or Manager or Members) not to exceed fifty thousand Dollars ($50,000.00) on such terms as the Manager shall may deem appropriate, and in connection therewith, to hypothecate, encumber, and grant security interests in the assets of the Company 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; (iii) to 5.3.3. To purchase liability and other insurance to protect the Manager and the Company’s 's property and business; (iv) to 5.3.4. To hold and own any Company Property real and personal 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; (v) to invest Company funds; (vi) to 5.3.6. To execute on behalf of the Company all instruments and documents, 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 mortgage, or Disposition disposition of Company Propertythe Company's property, assignments, bills of sale, leases, partnership agreements, and any other instruments or documents or instruments necessary necessary, in the opinion of the Manager, to accomplish the business purposes of the Company; (vii) to 5.3.7. To employ accountants, legal counsel, managing agents agents, or other experts to perform services for the CompanyCompany and to compensate them from Company funds; (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 5.3.8. 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; (x) to institute, prosecute or defend any Proceeding in the Company’s name; and (xi) to 5.3.9. To do and perform all other acts as may be necessary or appropriate to accomplish the conduct purposes of the Company’s business.Company including filing any reorganization proceeding; and (b) The 5.3.10. To take such other actions as do not expressly require the consent of the Members under this Agreement. A Manager shall not have the power and authority without Member Consent, and, may act by a duly authorized attorney-in-fact. Unless authorized to the extent expressly required under Section 5.3(b), Section 5.3(c) do so by this Agreement or Section 5.3(d), specific Member Consents: (i) to borrow money for the Company (including from by the Manager, Membersno Member, agent, 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; (ii) to hypothecate, encumber and grant security interests in the assets of the Company; (c) The Manager shall not have the power and authority without the approval of not less than 50% of the Class B Members and not less than 75% of the Class A Members: (i) to sell or otherwise Dispose of all or substantially all of the assets employee of the Company as part of a single transaction shall have any power or plan; or (ii) authority to cause bind the Company in any way, to merge with pledge its credit, or into another entity on such terms as the Manager shall deem appropriate and in the interests of the Members, and to execute, deliver and file render it liable for any agreements, certificates or other documents in connection therewithpurpose.

Certain Powers of the Manager. (a) Without Subject to the provisions of this Agreement and the Act, and without limiting the general powers generality of the Manager set forth in Section 7.17.3 but subject to Section 7.5, the Manager shall have the specific power and authority, on behalf of the Company without requiring approval from any Members, except as otherwise explicitly provided in Section 5.3(b), Section 5.3(c) and Section 5.3(d):to: (ia) enter into, execute, deliver and commit to, or authorize any individual Manager, officer or other Person to acquire property from enter into, execute, deliver and commit to, or take any Person as the Manager may determineaction pursuant to or in respect of any contract, whether agreement, instrument, deed, mortgage, certificate, check, note, bond or not such Person is directly or indirectly affiliated or connected with obligation for any Manager or MemberCompany purpose; (iib) select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation; (c) employ accountants, legal counsel, agents or experts to borrow money perform services for the Company (including and to compensate them from the Manager, Members, or Affiliates of the Manager or Members) not to exceed fifty thousand Dollars ($50,000.00) on such terms as the Manager shall deem appropriateCompany funds; (iiid) to purchase liability borrow money and other insurance to protect incur indebtedness for the purposes of the Company’s property , and business; (iv) to hold cause to be executed and own Company Property delivered in the name of the Company; (v) , or to invest Company funds; (vi) authorize any individual Manager, officer or other Person to execute on behalf and deliver in the name of the Company all instruments and documentsCompany, includingpromissory notes, without limitationbonds, checksdebentures, drafts, notes and other negotiable instruments, mortgages or deeds of trust, pledges, hypothecations or other evidence of debt and security agreementsinterests; (e) invest any funds of the Company in (by way of example but not limitation) time deposits, financing statementsshort-term governmental obligations, documents providing for commercial paper or other investments; (f) change the acquisition, mortgage principal office and Records Office of the Company to other locations within Nevada and establish from time to time one or Disposition of Company Property, assignments, bills of sale, leases, and any other documents or instruments necessary to the business more subsidiary offices of the Company; (viig) to employ accountantsattend, legal counselact and vote, managing agents or designate any individual Manager, officer or other experts Person to perform services 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; (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, in rights and powers incident to such forms as the Manager may approve; (x) to institute, prosecute or defend any Proceeding in the Company’s nameownership; and (xih) to do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business. (b) The Manager shall not have the power and authority without Member Consent, and, to the extent expressly required under Section 5.3(b), Section 5.3(c) or Section 5.3(d), specific Member Consents: (i) to borrow money for the Company (including from the 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; (ii) to hypothecate, encumber and grant security interests in the assets of the Company; (c) The Manager shall not have the power and authority without the approval of not less than 50% of the Class B Members and not less than 75% of the Class A Members: (i) to sell or otherwise Dispose of all or substantially all of the assets of the Company 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 the interests of the Members, and to execute, deliver and file any agreements, certificates or other documents in connection therewith.