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 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.
THE MEMBERS INTEND THAT THE COMPANY SHALL CONDUCT ITS
BUSINESS IN A MANNER
7
that will cause the Company to qualify at all times as an investment partnership
within the meaning of Section 731(c) of the Code.
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:
(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