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9. Management of the Company. <br />(a) The business and affairs of the Company shall be managed by a <br />manager within the meaning of the Colorado Act (the "Manager"), who shall have the exclusive <br />power and authority, on behalf of the Company, to take any action of any kind not inconsistent <br />with the provisions of this Agreement and to do anything and everything it deems necessary or <br />appropriate to carry on the business and purposes of the Company. The Member shall be the <br />initial Manager. If at any time the Member resigns from its position as Manager, the Member <br />may select and appoint a substitute manager of the Company. The Manager is, to the extent of <br />its rights and powers set forth in this Agreement, an agent of the Company for the purpose of the <br />Company's business. Any and all persons or entities dealing with the Company may deal with <br />the Manager without inquiry into whether any necessary consent has been obtained and the act or <br />acts of any such Manager shall bind the Company, even if the necessary consent or approval has <br />not been obtained. <br />(b) The Manager shall have the power to delegate authority to perform <br />all or any portion of its duties to a management company or to such officers, employees, agents <br />and representatives of the Company as the Manager may from time to time deem appropriate. <br />Any officers of the Company shall be appointed, removed and perform such functions as set <br />forth by the Manager in its sole discretion. Any delegation of authority to take any action must <br />be approved in the same manner as would be required for the Manager to approve such action <br />directly. The salaries of all officers and agents of the Company, if any, shall be fixed by the <br />Manager. If officer positions are created by the Manager for the purpose of delegating <br />management duties, such officers need not be a manager, a member or an officer of a manager or <br />of a member, including the Manager or the Member. When the incumbent of an elected office is <br />unable to perform his or her duties, or when there is no incumbent in an office as a result of <br />resignation or removal, the duties of the office will be performed by the Manager or the office <br />specified by the Manager until the incumbent is able to perform his or her duties or a <br />replacement has been elected. <br />10. Banking. All funds of the Company will be deposited from time to <br />time to the credit of the Company in such banks, trust companies, or other depositories as the <br />Manager shall authorize. All checks, drafts, or other orders for payment of money, and all notes <br />or other evidences of indebtedness issued in the name of the Company will be signed by the <br />Manager, unless such signature authority is properly delegated to an officer <br />11. Tax Matters. The Member intends that the Company be treated as a <br />disregarded entity for Federal income tax purposes. <br />12. Admission of Additional or Substitute Members. One (1) or more <br />additional members of the Company may be admitted to the Company with the consent of the <br />Member. The Manager shall amend this Agreement from time to time to reflect the name, <br />address and capital contribution, if any, of any additional Member. <br />13. Assignments. The Member may assign in whole or in part its Percentage <br />Interest in the Company. Subject to Section 12 above, the transferee shall be admitted to the <br />Company as a member of the Company upon its execution of an instrument signifying its <br />DEN 98297713 v1 2 <br />