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r <br /> 4.1.3 To execute,deliver, and perform on behalf of and in the name of the Company <br /> any and all agreements and documents deemed necessary or desirable by the <br /> Members to carry out the Business; <br /> 4.1.4 To engage such persons as the Members shall deem advisable to operate the <br /> Business;and <br /> 4.1.5 To perform all other acts necessary to manage and operate the Business. <br /> 4.2 Limitations on Authority <br /> Notwithstanding anything to the contrary in this Agreement, no Member shall have <br /> authority to bind the Company as to the following matters without first obtaining approval from <br /> the Members holding a Majority of the Ownership Interests,as defined below: <br /> 4.2.1 Sale, lease, exchange, license, or other transfer or disposition of all or <br /> substantially all of the assets of the Company; <br /> 4.2.2 To execute any lease,license, deed, easement, bill of sale, mortgage,trust deed, <br /> security agreement, contract or sale, or other document conveying, leasing, <br /> licensing, or granting a security interest in the Company or in any of its assets, <br /> other than in the ordinary course of business; <br /> 4.2.3 Merger of the Company with another entity; <br /> 4.2.4 Amendments to the Articles of Organization;or <br /> 4.2.5 Incurrence of indebtedness by the Company other than in the ordinary course <br /> of business or incurrence of indebtedness by the Company under any <br /> circumstances in excess of$5,000. <br /> 4.3 Duties of the Members <br /> The Members shall manage and control the Business to the best of their ability and shall <br /> use their best efforts to carry out the Business. The Members shall devote such time to the <br /> Business as is reasonable, necessary or appropriate. The Members shall have a fiduciary <br /> responsibility for the safekeeping and use of all funds and assets of the Company, whether or <br /> not in their immediate possession or control, and the Members shall not employ or permit <br /> another to employ such funds or assets in any manner except for the exclusive benefit of the <br /> Company. <br /> 4.4 Other Business of Members ' <br /> Notwithstanding the above, any Member may engage independently or with others in <br /> any business or investment venture of every nature and description, including those which <br /> might directly compete with the business of the Company, and no Member shall have any <br /> obligation to account to either the Company or the other Members for such business or <br /> investment opportunities or the resulting profits. <br /> OPERATING AGREEMENT(367 ISTREETPROPERTY,LLC) 4 <br /> 41613.00001(WAKsmk/agu) <br /> { <br /> l m 2022 SGLaw.Al!Rights Reserved. <br /> 4891-6152-3465.v.2 <br />