OF BUSINESS.
THE PRINCIPAL PLACE OF
BUSINESS OF THE COMPANY SHALL BE AT 350 WEST COLORADO BLVD. SUITE 230, PASADENA,
CALIFORNIA
91105.
AT ANY TIME, THE MANAGING MEMBER MAY CHANGE THE LOCATION OF
THE COMPANY'S PRINCIPAL PLACE OF BUSINESS; PROVIDED THAT SUCH LOCATION IS WITHIN
THE UNITED STATES OF AMERICA.
SECTION 2.6
QUALIFICATION IN OTHER JURISDICTIONS.
THE MANAGING
MEMBER SHALL CAUSE THE COMPANY TO BE QUALIFIED, FORMED OR REGISTERED UNDER
ASSUMED OR FICTITIOUS NAME STATUTES OR SIMILAR LAWS IN ANY JURISDICTION IN WHICH
THE COMPANY TRANSACTS BUSINESS IN WHICH SUCH QUALIFICATION, FORMATION OR
REGISTRATION IS REQUIRED OR DESIRABLE.
THE MANAGING MEMBER, AS AN AUTHORIZED
PERSON WITHIN THE MEANING OF THE DELAWARE ACT, SHALL EXECUTE, DELIVER AND FILE
ANY CERTIFICATES (AND ANY AMENDMENTS AND/OR RESTATEMENTS THEREOF) NECESSARY FOR
THE COMPANY TO QUALIFY TO DO BUSINESS IN A JURISDICTION IN WHICH THE COMPANY MAY
WISH TO CONDUCT BUSINESS.
ARTICLE III
PURPOSE AND POWERS OF THE COMPANY
SECTION 3.1
PURPOSE.
THE COMPANY IS FORMED FOR THE OBJECT AND
PURPOSE OF, AND THE NATURE OF THE BUSINESS TO BE CONDUCTED AND PROMOTED BY THE
COMPANY IS, ACQUIRING AND OWNING SECURITIES AND REAL ESTATE FOR INVESTMENT
PURPOSES AND MANAGING THE ASSETS OF THE COMPANY IN ACCORDANCE WITH THE
PROVISIONS OF THIS AGREEMENT, AND ENGAGING IN ANY LAWFUL ACT OR ACTIVITY FOR
WHICH LIMITED LIABILITY COMPANIES MAY BE FORMED UNDER THE DELAWARE ACT WHICH IS
NECESSARY, CONVENIENT, DESIRABLE OR INCIDENTAL TO THE FOREGOING.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NOTHING SET FORTH HEREIN SHALL
BE CONSTRUED AS AUTHORIZING THE COMPANY TO POSSESS ANY PURPOSE OR POWER, OR TO
DO ANY ACT OR THING, FORBIDDEN BY LAW TO A LIMITED LIABILITY COMPANY FORMED
UNDER THE DELAWARE ACT.
SECTION 3.2
POWERS OF THE COMPANY.
(A)
THE COMPANY SHALL HAVE THE POWER AND AUTHORITY TO TAKE ANY AND ALL
ACTIONS NECESSARY, APPROPRIATE, PROPER, ADVISABLE, CONVENIENT OR INCIDENTAL TO
OR FOR THE FURTHERANCE OF THE PURPOSE SET FORTH IN SECTION 3.1, INCLUDING, BUT
NOT LIMITED TO, THE POWER:
7
(I)
TO CONDUCT ITS BUSINESS, CARRY ON ITS OPERATIONS AND HAVE AND
EXERCISE THE POWERS GRANTED TO A LIMITED LIABILITY COMPANY BY THE DELAWARE ACT,
ANY OTHER LAW, OR THIS AGREEMENT IN ANY STATE, TERRITORY, DISTRICT OR POSSESSION
OF THE UNITED STATES, OR IN ANY FOREIGN COUNTRY THAT MAY BE NECESSARY,
CONVENIENT OR INCIDENTAL TO THE ACCOMPLISHMENT OF THE PURPOSE OF THE COMPANY;
(II)
TO ACQUIRE BY PURCHASE, LEASE, CONTRIBUTION OF PROPERTY OR
OTHERWISE, OWN, HOLD, OPERATE, MAINTAIN, FINANCE, IMPROVE, LEASE, SELL, CONVEY,
MORTGAGE, TRANSFER, DEMOLISH OR DISPOSE OF ANY REAL OR PERSONAL PROPERTY THAT
MAY BE NECESSARY, CONVENIENT OR INCIDENTAL TO THE ACCOMPLISHMENT OF THE PURPOSE
OF THE COMPANY;
(III)
TO ENTER INTO, PERFORM AND CARRY OUT CONTRACTS OF ANY KIND,
INCLUDING, WITHOUT LIMITATION, CONTRACTS WITH ANY MEMBER OR ANY AFFILIATE
THEREOF, OR ANY AGENT OF THE COMPANY NECESSARY TO, IN CONNECTION WITH,
CONVENIENT TO, OR INCIDENTAL TO THE ACCOMPLISHMENT OF THE PURPOSE OF THE
COMPANY;
(IV)
TO INVEST AND REINVEST ITS FUNDS, AND TO TAKE AND HOLD REAL