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5.5.2. the Company shall indemnify the General Manager for any act performed <br /> by the General Manager within the scope of the authority conferred on the General Manager by <br /> this Agreement, except for actions or omissions constituting fraud, gross negligence, or an <br /> intentional breach of this Agreement or applicable law. The Company shall promptly notify the <br /> Members whenever the General Manager has been so indemnified by the Company. <br /> 5.6. Power of Attorney. <br /> 5.6.1. Grant of Power. Each Member constitutes and appoints the General <br /> Manager as the Member's true and lawful attorney-in-fact ("Attorney-in-Fact"), and in the <br /> Member's name, place and stead, to make, execute, sign, acknowledge, and file: <br /> 5.6.1.1. one or more articles of organization; <br /> 5.6.1.2. all documents (including amendments to articles of organization) <br /> which the Attorney-in-Fact deems appropriate to reflect any amendment, change, or modification <br /> of this Agreement; <br /> 5.6.1.3. any and all other certificates or other instruments required to be <br /> filed by the Company under the laws of the State of Colorado or of any other state or <br /> jurisdiction, including, without limitation, any certificate or other instruments necessary in order <br /> for the Company to continue to qualify as a limited liability company under the laws of the State <br /> of Colorado; <br /> 5.6.1.4. one or more fictitious or trade name certificates; and <br /> 5.6.1.5. all documents which may be required to dissolve and terminate <br /> the Company and to cancel its articles of organization. <br /> 5.6.2. Irrevocability. The foregoing power of attorney is irrevocable and is <br /> coupled with an interest, and, to the extent permitted by applicable law, shall survive the death or <br /> disability of a Member. It also shall survive the Transfer of an Interest, except that if the <br /> transferee is approved for admission as a Member, this power of attorney shall survive the <br /> delivery of the assignment for the sole purpose of enabling the Attorney-in-Fact to execute, <br /> acknowledge and file any documents needed to effectuate the substitution. Each Member shall be <br /> bound by any representations made by the Attorney-in-Fact acting in good faith pursuant to this <br /> power of attorney, and each Member hereby waives any and all defenses which may be available <br /> to contest, negate or disaffirm the action of the Attorney-in-Fact taken in good faith under this <br /> power of attorney. <br /> Section VI <br /> Transfer of Interests and Withdrawals of Members <br /> 6.1. Transfers. <br /> /6 <br />