Common use of Management Authority Clause in Contracts

Management Authority. Except as otherwise expressly provided herein or in the Act, responsibility for the management of the business and affairs of the Company shall be wholly vested in the Manager, which shall have all right, power and authority to manage, operate and control the business and affairs of the Company and to do or cause to be done any and all acts, at the expense of the Company, deemed by it to be necessary or convenient to the furtherance of the purpose of the Company described in this Agreement. Any action taken by the Manager which is not in violation of this Agreement, the Act and other applicable law shall constitute the act of, and serve to bind, the Company. Any and all actions taken or approved by the Manager pursuant to this Section 5.1 may, but need not, be evidenced by written resolutions. Without limiting the generality of the foregoing, the Manager may appoint, remove and replace officers of the Company at any time and from time to time, and the Manager may retain such Persons (including any Persons in which the Manager shall have an interest or of which the Manager is an Affiliate) as it shall determine to provide services to or on behalf of the Company for such compensation as the Manager deems appropriate. The Manager may designate individuals as authorized signatories to bind the Company and/or serve as “authorized persons,” within the meaning of the Act, to execute, deliver and file any amendments or restatements of the Certificate and all other certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of Delaware. Without limiting the generality of the foregoing, the Secretary or any Vice President of DHC is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of Delaware.

Management Authority. Except as otherwise expressly provided herein or in the Act, responsibility for the management of the business and affairs of the Company shall be wholly vested in the Manager, which shall have all right, power and authority to manage, operate and control the business and affairs of the Company and to do or cause to be done any and all acts, at the expense of the Company, deemed by it to be necessary or convenient to the furtherance of the purpose of the Company described in this Agreement. Any action taken by the Manager which is not in violation of this Agreement, the Act and other applicable law shall constitute the act of, and serve to bind, the Company. Any and all actions taken or approved by the Manager pursuant to this Section 5.1 may, but need not, be evidenced by written resolutions. Without limiting the generality of the foregoing, the Manager may appoint, remove and replace officers of the Company at any time and from time to time, and the Manager may retain such Persons (including any Persons in which the Manager shall have an interest or of which the Manager is an Affiliate) as it shall determine to provide services to or on behalf of the Company for such compensation as the Manager deems appropriate. The Manager may designate individuals as authorized signatories to bind the Company and/or serve as “authorized persons,” within the meaning of the Act, to execute, deliver and file any amendments or restatements of the Certificate and all other certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of Delaware. Without limiting the generality of the foregoing, the Secretary or any Vice President of DHC ASR is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of Delaware.

Management Authority. (a) The Company shall be manager-managed by the manager(s) set forth on Schedule I (the “Manager”). The Member may designate multiple managers. Except as otherwise expressly provided herein in this Agreement, each Manager, acting alone or in conjunction with the Actother Managers, responsibility for has the authority to bind the Company and to take actions on its behalf. (b) Except as otherwise expressly provided in this Agreement, (i) the Manager shall conduct, direct, and exercise full control over all activities of the Company, (ii) all management of powers over the business and affairs of the Company shall be wholly vested in the ManagerManager (subject to any delegations made by the Manager as set forth in Section 9 below), which (iii) the Manager shall have all right, the power and authority to manage, operate and control the business and affairs of the Company and to do bind or cause to be done take any and all acts, at the expense action on behalf of the Company, deemed by it or to be necessary exercise any rights and powers (including, without limitation, the rights and powers to take certain actions, give or convenient withhold certain consents or approvals, or make certain determinations, opinions, judgments, or other decisions) granted to the furtherance Company under this Agreement or any other agreement, instrument, or other document to which the Company is a party, and (iv) the Manager will have the power on behalf of and in the purpose name of the Company described in this Agreement. Any action taken by to carry out any and all of the Manager which is not in violation objects and purposes of this Agreementthe Company, the Act and to perform all acts and enter into and perform all agreements and other applicable law shall constitute necessary undertakings that it deems necessary or advisable or incidental thereto. (c) When the act of, and serve to bind, the Company. Any and all actions taken or approved taking of such action has been authorized by the Manager pursuant to this Section 5.1 maySections 9 and 10 or other specific authorization, but need not, be evidenced by written resolutions. Without limiting the generality any Officer of the foregoing, Company or any other person specifically authorized by the Manager may appoint, remove and replace officers of the Company at any time and from time to timeenter into, and the Manager may retain such Persons (including execute any Persons in which the Manager shall have an interest and all contracts or of which the Manager is an Affiliate) as it shall determine to provide services to other agreements or documents including, but not limited to, plats, permits, applications, easements, CCRs, development agreements, deeds, bonds, mortgages, and take other actions on behalf of the Company. All matters of the Company for such compensation as shall be determined by the Manager. Any action required or permitted to be taken by the Manager deems appropriateat a meeting may be taken without a meeting. The Manager may designate individuals as authorized signatories to bind adopt such other procedures governing meetings and the Company and/or serve as “authorized persons,” within the meaning conduct of the Act, to execute, deliver and file any amendments business as he or restatements of the Certificate and all other certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of Delaware. Without limiting the generality of the foregoing, the Secretary or any Vice President of DHC is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of Delawareshe shall deem appropriate.

Management Authority. Except as otherwise expressly provided herein or in the Act, responsibility for the management of the business and affairs of the Company shall be wholly vested in the Manager, which shall have all right, power and authority to manage, operate and control the business and affairs of the Company and to do or cause to be done any and all acts, at the expense of the Company, deemed by it to be necessary or convenient to the furtherance of the purpose of the Company described in this Agreement. Any action taken by the Manager which is not in violation of this Agreement, the Act and other applicable law shall constitute the act of, and serve to bind, the Company. Any and all actions taken or approved by the Manager pursuant to this Section 5.1 may, but need not, be evidenced by written resolutions. Without limiting the generality of the foregoing, the Manager may appoint, remove and replace officers of the Company at any time and from time to time, and the Manager may retain such Persons (including any Persons in which the Manager shall have an interest or of which the Manager is an Affiliate) as it shall determine to provide services to or on behalf of the Company for such compensation as the Manager deems appropriate. The Manager may designate individuals as authorized signatories to bind the Company and/or serve as “authorized persons,” within the meaning of the Act, to execute, deliver and file any amendments or restatements of the Certificate and all other certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of Delaware. Without limiting the generality of the foregoing, the Secretary or any Vice President of DHC RMI is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of Delaware.

Management Authority. Except as otherwise expressly provided herein or in (a) The Manager shall have the Act, responsibility for sole right to manage the management business of the LLC and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business and affairs of the Company shall be wholly vested in LLC, and, no Member other than the Manager, which unless such Member is also the Manager, shall have all right, power and any authority to manage, operate and control act for or bind the business and affairs of LLC but shall have only the Company and right to do vote on or cause approve the actions herein specified to be done any and all acts, at the expense of the Company, deemed by it to be necessary or convenient to the furtherance of the purpose of the Company described in this Agreement. Any action taken by the Manager which is not in violation of this Agreement, the Act and other applicable law shall constitute the act of, and serve to bind, the Company. Any and all actions taken voted on or approved by the Members. (b) The Manager pursuant may appoint such officers, to this Section 5.1 may, but need not, be evidenced by written resolutionssuch terms and to perform such functions as the Manager shall determine in its sole discretion. Without limiting the generality of the foregoing, the The Manager may appoint, remove and replace officers employ or otherwise contract with such other persons or entities for the transaction of the Company at any time and from time to time, and business of the Manager may retain such Persons (including any Persons in which LLC or the Manager shall have an interest or performance of which the Manager is an Affiliate) as it shall determine to provide services to for or on behalf of the Company for such compensation LLC as the Manager deems appropriateit shall determine in its sole discretion. The Manager may designate individuals as authorized signatories delegate to bind the Company and/or serve as “authorized persons,” within the meaning any such officer, person or entity such authority to act on behalf of the ActLLC as the Manager may from time to time deem appropriate in its sole discretion. (c) When the taking of such action has been authorized by the Manager, to executeany officer of the LLC or any other person specifically authorized by the Manager, deliver may execute any contract or other agreement or document on behalf of the LLC and may execute and file any amendments or restatements on behalf of the Certificate and all other certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of LLC with the Secretary of State of Delaware. Without limiting the generality State of Delaware any certificates of amendment to the LLC’s certificate of formation, one or more restated certificates of formation and certificates of merger or consolidation and, upon the dissolution and completion of winding up of the foregoingLLC, the Secretary at any time when there are no Members, or any Vice President of DHC is hereby designated as an authorized person, within the meaning of otherwise provided in the Act, to executea certificate of cancellation canceling the LLC’s certificate of formation. (d) The Manager may be removed, deliver and filewith or without cause, or cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed affirmative vote of a Majority in the office Interest of the Secretary Member(s). Upon such removal, a Majority in Interest of State the Member(s) shall appoint a successor Manager. The Manager may resign at any time upon ten days’ prior notice to the Member(s). Upon such resignation, the Manager may appoint a successor Manager; provided, however, that such successor Manager must be approved by the affirmative vote of Delawarea Majority in Interest of the Member(s). (e) All decisions regarding the management and affairs of the LLC shall be made by the Manager.

Management Authority. Except as otherwise expressly provided herein or in the Act, responsibility for the management of the business and affairs of the Company shall be wholly vested in the Manager, which shall have all right, power and authority to manage, operate and control the business and affairs of the Company and to do or cause to be done any and all acts, at the expense of the Company, deemed by it to be necessary or convenient to the furtherance of the purpose of the Company described in this Agreement. Any action taken by the Manager which is not in violation of this Agreement, the Act and other applicable law shall constitute the act of, and serve to bind, the Company. Any and all actions taken or approved by the Manager pursuant to this Section 5.1 may, but need not, be evidenced by written resolutions. Without limiting the generality of the foregoing, the Manager may appoint, remove and replace officers of the Company at any time and from time to time, and the Manager may retain such Persons (including any Persons in which the Manager shall have an interest or of which the Manager is an Affiliate) as it shall determine to provide services to or on behalf of the Company for such compensation as the Manager deems appropriate. The Manager may designate individuals as authorized signatories to bind the Company and/or serve as “authorized persons,” within the meaning of the Act, to execute, deliver and file any amendments or restatements of the Certificate and all other certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of Delaware. Without limiting the generality of the foregoing, the Secretary or any Vice President of DHC FHC is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of Delaware.

Management Authority. Except as otherwise expressly provided herein or in (a) The Manager shall have the Act, responsibility for sole right to manage the management business of the LLC and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business and affairs of the Company shall be wholly vested in LLC, and, no Member other than the Manager, which unless such Member is also the Manager, shall have all right, power and any authority to manage, operate and control act for or bind the business and affairs of LLC but shall have only the Company and right to do vote on or cause approve the actions herein specified to be done any and all acts, at the expense of the Company, deemed by it to be necessary or convenient to the furtherance of the purpose of the Company described in this Agreement. Any action taken by the Manager which is not in violation of this Agreement, the Act and other applicable law shall constitute the act of, and serve to bind, the Company. Any and all actions taken voted on or approved by the Members. (b) The Manager pursuant may appoint such officers, to this Section 5.1 may, but need not, be evidenced by written resolutionssuch terms and to perform such functions as the Manager shall determine in its sole discretion. Without limiting the generality of the foregoing, the The Manager may appoint, remove and replace officers employ or otherwise contract with such other persons or entities for the transaction of the Company at any time and from time to time, and business of the Manager may retain such Persons (including any Persons in which LLC or the Manager shall have an interest or performance of which the Manager is an Affiliate) as it shall determine to provide services to for or on behalf of the Company for such compensation LLC as the Manager deems appropriateit shall determine in its sole discretion. The Manager may designate individuals as authorized signatories delegate to bind the Company and/or serve as “authorized persons,” within the meaning any such officer, person or entity such authority to act on behalf of the ActLLC as the Manager may from time to time deem appropriate in its sole discretion. (c) When the taking of such action has been authorized by the Manager, to executeany officer of the LLC or any other person specifically authorized by the Manager, deliver may execute any contract or other agreement or document on behalf of the LLC and may execute and file any amendments or restatements on behalf of the Certificate and all other certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of LLC with the Secretary of State of Delaware. Without limiting the generality State of Delaware any certificates of amendment to the LLC’s certificate of formation, one or more restated certificates of formation and certificates of merger or consolidation and, upon the dissolution and completion of winding up of the foregoingLLC, the Secretary at any time when there are no Members, or any Vice President of DHC is hereby designated as an authorized person, within the meaning of otherwise provided in the Act, to executea certificate of cancellation canceling the LLC’s certificate of formation. (d) The Manager may be removed, deliver and filewith or without cause, or cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed affirmative vote of a Majority in the office Interest of the Secretary Member(s). Upon such removal, a Majority in Interest of State the Member(s) shall appoint a successor Manager. The Manager may resign at any time upon ten days’ prior notice to the Member(s). Upon such resignation, the Manager may appoint a successor Manager; provided, however, that such successor Manager must be approved by the affirmative vote of Delawarea Majority in Interest of the Member(s).

Management Authority. Except as otherwise expressly provided herein or in the Act, responsibility for the management of the business and affairs (a) Management of the Company shall be wholly vested in the persons appointed by the Member as the "Board of Managers" of the Company. Initially, the Board of Managers shall be Xxxxx X. Xxxx, Xxxxxx X. Xxxxx, J. Xxxxxxxxxxx Xxxxxxx, and Xxxx X. Xxxxxxxxxx (each, a "Manager, which "). The Board of Managers shall have all right, the power and authority to manage, operate and control conduct the business and affairs of the Company and are hereby expressly authorized on behalf of the Company to do or cause make all decisions with respect to the Company's business and to take all actions necessary to carry out such decisions and to sign all documents executed on behalf of the Company. Any decision by the Board of Managers shall be done any made by a majority vote. (b) Subject to the authority expressly granted in Section 5.l(a), the Board of Managers may from time to time appoint and all acts, at the expense delegate its authority to individuals designated as officers of the Company, deemed which officers shall have only the power and authority granted to them by it the Board of Managers, and the Board of Managers may from time to be necessary time remove any such officer or convenient to officers so appointed. No delegation of authority by the furtherance Board of Managers under this Section 5.1 shall relieve the purpose Board of Managers of its responsibilities. (c) All documents executed on behalf of the Company described in this Agreementneed only be signed by any one Manager or the authorized officer of the Board of Managers. Any action taken by the Manager which is not in violation of this Agreement, the Act and other applicable law shall constitute the act of, and serve to bind, the Company. Any and all actions taken or approved by the Manager An officer appointed pursuant to this Section 5.1 maymay sign those documents that relate to the power and authority granted to such officer by the Board of Managers. (d) Any action permitted or required by the Act, but need not, be evidenced by written resolutions. Without limiting the generality articles of organization of the foregoingCompany, the Manager may appoint, remove and replace officers or this Agreement to be taken at a meeting of the Company Board of Managers may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action to be taken, is signed by a majority of the Managers. Such consent shall have the same force and effect as a vote of a majority of the Managers taken at a meeting and may be stated as such in any time and from time to timedocument or instrument filed with the Colorado Secretary of State, and the Manager may retain execution of such Persons (including any Persons consent shall constitute attendance or presence in which the Manager shall have an interest or of which the Manager is an Affiliate) as it shall determine to provide services to or on behalf person at a meeting of the Company for such compensation as the Manager deems appropriate. The Manager may designate individuals as authorized signatories to bind the Company and/or serve as “authorized persons,” within the meaning Board of the Act, to execute, deliver and file any amendments or restatements of the Certificate and all other certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of Delaware. Without limiting the generality of the foregoing, the Secretary or any Vice President of DHC is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of DelawareManagers.

Management Authority. Except as otherwise expressly provided herein or in the Act, responsibility for the management of the business and affairs of the Company shall be wholly vested in the Manager, which shall have all right, power and authority to manage, operate and control the business and affairs of the Company and to do or cause to be done any and all acts, at the expense of the Company, deemed by it to be necessary or convenient to the furtherance of the purpose of the Company described in this Agreement. Any action taken by the Manager which is not in violation of this Agreement, the Act and other applicable law shall constitute the act of, and serve to bind, the Company. Any and all actions taken or approved by the Manager pursuant to this Section 5.1 may, but need not, be evidenced by written resolutions. Without limiting the generality of the foregoing, the Manager may appoint, remove and replace officers of the Company at any time and from time to time, and the Manager may retain such Persons (including any Persons in which the Manager shall have an interest or of which the Manager is an Affiliate) as it shall determine to provide services to or on behalf of the Company for such compensation as the Manager deems appropriate. The Manager may designate individuals as authorized signatories to bind the Company and/or serve as “authorized persons,” within the meaning of the Act, to execute, deliver and file any amendments or restatements of the Certificate and all other certificates (and any amendments and/or restatements restatement thereof) required or permitted by the Act to be filed in the office of the Secretary of State of Delaware. Without limiting the generality of the foregoing, the Secretary or any Vice President of DHC FHC is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of Delaware.

Management Authority. Except as otherwise expressly provided herein or in the Act, responsibility for the management of the business and affairs of the Company shall be wholly vested in the Manager, which shall have all right, power and authority to manage, operate and control the business and affairs of the Company and to do or cause to be done any and all acts, at the expense of the Company, deemed by it to be necessary or convenient to the furtherance of the purpose of the Company described in this Agreement. Any action taken by the Manager which is not in violation of this Agreement, the Act and other applicable law shall constitute the act of, and serve to bind, the Company. Any and all actions taken or approved by the Manager pursuant to this Section 5.1 may, but need not, be evidenced by written resolutions. Without limiting the generality of the foregoing, the Manager may appoint, remove and replace officers of the Company at any time and from time to time, and the Manager may retain such Persons (including any Persons in which the Manager shall have an interest Interest or of which the Manager is an Affiliate) as it shall determine to provide services to or on behalf of the Company for such compensation as the Manager deems appropriate. The Manager may designate individuals as authorized signatories to bind the Company and/or serve as “authorized persons,” within the meaning of the Act, to execute, deliver and file any amendments or restatements of the Certificate and all other certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of Delaware. Without limiting the generality of the foregoing, the Secretary or any Vice President of DHC is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of Delaware.

Management Authority. Except as otherwise expressly provided herein or in the Act, responsibility for the management of the business and affairs of the Company shall be wholly vested in the Manager, which shall have all right, power and authority to manage, operate and control the business and affairs of the Company and to do or cause to be done any and all acts, at the expense of the Company, deemed by it to be necessary or convenient to the furtherance of the purpose of the Company described in this Agreement. Any action taken by the Manager which is not in violation of this Agreement, the Act and other applicable law shall constitute the act of, and serve to bind, the Company. Any and all actions taken or approved by the Manager pursuant to this Section 5.1 may, but need not, be evidenced by written resolutions. Without limiting the generality of the foregoing, the Manager may appoint, remove and replace officers of the Company at any time and from time to time, and the Manager may retain such Persons (including any Persons in which the Manager shall have an interest or of which the Manager is an Affiliate) as it shall determine to provide services to or on behalf of the Company for such compensation as the Manager deems appropriate. The Manager may designate individuals as authorized signatories to bind the Company and/or serve as “authorized persons,” within the meaning of the Act, to execute, deliver and file any amendments or restatements of the Certificate and all other certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of DelawareNevada. Without limiting the generality of the foregoing, the Secretary or any Vice President of DHC is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of Delaware.Xxxx X.

Management Authority. Except as otherwise expressly provided herein or in the Act, responsibility for the management of the business and affairs of the Company shall be wholly vested in the Manager, which shall have all right, power and authority to manage, operate and control the business and affairs of the Company and to do or cause to be done any and all acts, at the expense of the Company, deemed by it to be necessary or convenient to the furtherance of the purpose of the Company described in this Agreement. Any action taken by the Manager which is not in violation of this Agreement, the Act and other applicable law shall constitute the act of, and serve to bind, the Company. Any and all actions taken or approved by the Manager pursuant to this Section 5.1 may, but need not, be evidenced by written resolutions. Without limiting the generality of the foregoing, the Manager may appoint, remove and replace officers of the Company at any time and from time to time, and the Manager may retain such Persons (including any Persons in which the Manager shall have an interest or of which the Manager is an Affiliate) as it shall determine to provide services to or on behalf of the Company for such compensation as the Manager deems appropriate. The Manager may designate individuals as authorized signatories to bind the Company and/or serve as “authorized persons,” within the meaning of the Act, to execute, deliver and file any amendments or restatements of the Certificate and all other certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of Delaware. Without limiting the generality of the foregoing, the Secretary or any Vice President of DHC is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or cause the execution, delivery and filing of, all certificates (and any amendments amendments, and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of Delaware.

Management Authority. Except as otherwise expressly provided herein or in the Act, responsibility for the management of the business and affairs of the Company shall be wholly vested in the Manager, which shall have all right, power and authority to manage, operate and control the business and affairs of the Company and to do or cause to be done any and all acts, at the expense of the Company, deemed by it to be necessary or convenient to the furtherance of the purpose of the Company described in this Agreement. Any action taken by the Manager which is not in violation of this Agreement, the Act and other applicable law shall constitute the act of, and serve to bind, the Company. Any and all actions taken or approved by the Manager pursuant to this Section 5.1 may, but need not, be evidenced by written resolutions. Without limiting the generality of the foregoing, the Manager may appoint, remove and replace officers of the Company at any time and from time to time, and the Manager may retain such Persons (including any Persons in which the Manager shall have an interest or of which the Manager is an Affiliate) as it shall determine to provide services to or on behalf of the Company for such compensation as the Manager deems appropriate. The Manager may designate individuals as authorized signatories to bind the Company and/or serve as “authorized persons,” ’ within the meaning of the Act, to execute, deliver and file any amendments or restatements of the Certificate and all other certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of Delaware. Without limiting the generality of the foregoing, the Secretary or any Vice President of DHC is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of Delaware.

Management Authority. Except as otherwise expressly provided herein or in the Act, responsibility for the management of the business and affairs of the Company shall be wholly vested in In the Manager, which shall have all right, power and authority to manage, operate and control the business and affairs of the Company and to do or cause to be done any and all acts, at the expense of the Company, deemed by it to be necessary or convenient to the furtherance of the purpose of the Company described in this Agreement. Any action taken by the Manager which is not in violation of this Agreement, the Act and other applicable law shall constitute the act of, and serve to bind, the Company. Any and all actions taken or approved by the Manager pursuant to this Section 5.1 may, but need not, be evidenced by written resolutions. Without limiting the generality of the foregoing, the Manager may appoint, remove and replace officers of the Company at any time and from time to time, and the Manager may retain such Persons (including any Persons in which the Manager shall have an interest or of which the Manager is an Affiliate) as it shall determine to provide services to or on behalf of the Company for such compensation as the Manager deems appropriate. The Manager may designate individuals as authorized signatories to bind the Company and/or serve as “authorized persons,” within the meaning of the Act, to execute, deliver and file any amendments or restatements of the Certificate and all other certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of Delaware. Without limiting the generality of the foregoing, the Secretary or any Vice President of DHC is Xxxx X. Xxxx and Xxxxx Xxxxxxxxx are hereby designated as an authorized personpersons (the “Authorized Person(s)”), within the meaning of the Act, to execute, deliver and file, or cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of Delaware.

Management Authority. Except as otherwise expressly provided herein or in the Act, responsibility for the management of the business and affairs of the Company shall be wholly vested in the Manager, which shall have all right, power and authority to manage, operate and control the business and affairs of the Company and to do or cause to be done any and all acts, at the expense of the Company, deemed by it to be necessary or convenient to the furtherance of the purpose of the Company described in this Agreement. Any action taken by the Manager which is not in violation of this Agreement, the Act and other applicable law shall constitute the act of, and serve to bind, the Company. Any and all actions taken or approved by the Manager pursuant to this Section 5.1 may, but need not, be evidenced by written resolutions. Without limiting the generality of the foregoing, the Manager may appoint, remove and replace officers of the Company at any time and from time to time, and the Manager may retain such Persons (including any Persons in which the Manager shall have an interest or of which the Manager is an Affiliate) as it shall determine to provide services to or on behalf of the Company for such compensation as the Manager deems appropriate. The Manager may designate individuals as authorized signatories to bind the Company and/or serve as “authorized persons,” within the meaning of the Act, to execute, deliver and file any amendments or restatements of the Certificate and all other certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of Delaware. Without limiting the generality of the foregoing, the Secretary or any Vice President of DHC is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of Delaware.Xxxx X.

Management Authority. Except as otherwise expressly provided herein or in the Act, responsibility for the management of the business and affairs of the Company shall be wholly vested in the Manager, which shall have all right, power and authority to manage, operate and control the business and affairs of the Company and to do or cause to be done any and all acts, at the expense of the Company, deemed by it to be necessary or convenient to the furtherance of the purpose of the Company described in this Agreement. Any action taken by the Manager which is not in violation of this Agreement, the Act and other applicable law shall constitute the act of, and serve to bind, the Company. Any and all actions taken or approved by the Manager pursuant to this Section 5.1 may, but need not, be evidenced by written resolutions. Without limiting the generality of the foregoing, the Manager may appoint, remove and replace officers of the Company at any time and from time to time, and the Manager may retain such Persons (including any Persons in which the Manager shall have an interest or of which the Manager is an Affiliate) as it shall determine to provide services to or on behalf of the Company for such compensation as the Manager deems appropriate. The Manager may designate individuals as authorized signatories to bind the Company and/or serve as “authorized persons,” within the meaning of the ActAt, to execute, deliver and file any amendments or restatements of the Certificate and all other certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of Delaware. Without limiting the generality of the foregoing, the Secretary or of any Vice President of DHC M&E is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of Delaware.

Management Authority. Except as otherwise expressly provided herein or in the Act, responsibility for the management of the business and affairs of the Company shall be wholly vested in the Manager, which shall have all right, power and authority to manage, operate and control the business and affairs of the Company and to do or cause to be done any and all acts, at the expense of the Company, deemed by it to be necessary or convenient to the furtherance of the purpose of the Company described in this Agreement. Any action taken by the Manager which is not in violation of this Agreement, the Act and other applicable law shall constitute the act of, and serve to bind, the Company. Any and all actions taken or approved by the Manager pursuant to this Section 5.1 may, but need not, be evidenced by written resolutions. Without limiting the generality of the foregoing, the Manager may appoint, remove and replace officers of the Company at any time and from time to time, and the Manager may retain such Persons (including any Persons in which the Manager shall have an interest or of which the Manager is an Affiliate) as it shall determine to provide services to or on behalf of the Company for such compensation as the Manager deems appropriate. The Manager may designate individuals as authorized signatories to bind the Company and/or serve as “authorized persons,” within the meaning of the Act, to execute, deliver and file any amendments or restatements of the Certificate and all other certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of Delaware. Without limiting the generality of the foregoing, the Secretary or any Vice President of DHC MHC is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of Delaware.