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<br />, <br /> <br />ARncLEV <br />MANAGEMENT OF BUSINESS AND AFFAIRS OF THE COMPANY <br /> <br />6.01. Management Rights. <br />The management and operational control of the Company shaft be vested in the Members. <br />Except as otherwise provided in this Agreement at Section 5.01 and elsewhere. Each Member <br />... have the right to act for and bind the Company in the 0Rinary course of its business. Each <br />of the Members shaH participate in the management of the Company's business in proportion to <br />his or her Outstanding Percentage Interest in the Company. <br />5.02.. Major AcItiona Requiring Unanimous Approval. <br />Notwithstanding the foregoing, no act shaD be taken by the Company with respect to a <br />matter within the scope of any of the major decisions (out of the ordinary course of business) <br />IisleclbeIow. unless such act bas been unanimously approved by the Members. The major <br />decisions requiring such unanimous approval shaD be the following: <br />(i) the purchase, sale or encumbrance of any assets of the Company; <br />(ii) any amendment to this Agreement; <br />(iii) the dissolution or termination of the Company; <br />(iv) the merger or other combination of the Company with or into another <br />entity; or <br />the admission of additional Members. <br /> <br />(v) Borrowing money. <br /> <br />(vi) Entering into, acquisition of and construction of recharge projects with <br />water authorities. <br /> <br />(vii) Filing of temporary and pennanent alternate water supply plans. <br />(viii) Hiring professional advisors. <br /> <br />(ix) Buy/Sell Agreements except as set forth herein. <br /> <br /> <br />(x) Valuation of non-cash contributions to capital by any Member <br /> <br />5.03. Indemnification. <br /> <br />-7- <br />