Powers of Gyrodyne. Subject to the express limitations set forth in this Agreement, and to the right of Gyrodyne to delegate its responsibilities pursuant to [Section 4.1], the power to direct the management, operation and policies of GSD shall be vested in Gyrodyne, which shall have the power by itself and shall be authorized and empowered on behalf and in the name of GSD to carry out any and all of the objectives and purposes of GSD and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary, advisable or incidental thereto to perform its obligations under this Agreement.

General. All rights and powers to manage and control the business and affairs of GSD shall be vested in Gyrodyne. Gyrodyne shall have the power to delegate all or any part of its rights and powers to manage and control the business and affairs of GSD to such officers, employees, agents and representatives of Gyrodyne or a third party as it may deem appropriate. Any authority delegated by Gyrodyne to any other Person shall be subject to the limitations on the rights and powers of Gyrodyne specifically set forth in this Agreement, the Operating Agreement or the Articles of Organization.