Limited Liability Company Agreement Template Page 6
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192.02
Name.
The name of the Company is "XXX LLC" and all Company business must be conducted in
that name or such other names as the Member may select from time to time.
2.03
Registered Office; Registered Agent; Principal Office; Other Offices.
The registered office of the Company required by the Act to be maintained in the State of
Delaware shall be the office of the initial registered agent named in the Certificate or such other
office (which need not be a place of business of the Company) as the Member may designate from
time to time in the manner provided by law. The registered agent of the Company in the State of
Delaware shall be the initial registered agent named in the Certificate or such other Person or
Persons as the Member may designate from time to time in the manner provided by law. The
principal office of the Company shall be at such place as the Member may designate from time to
time, and the Company shall maintain records there as required by the Act and shall keep the
street address of such principal office at the registered office of the Company in the State of
Delaware. The Company may have such other offices as the Member may designate from time to
time.
2.04
Purpose.
(a)
Subject to the provisions of this Agreement, the business of the Company is solely to (i)
perform its obligations and exercise its rights under the Purchase and Sale Agreement and any other
agreements or contracts contemplated thereby, and to carry out the terms of and engage in the
transactions contemplated by such agreement; (ii) acquire, hold, maintain, operate, entitle, improve,
develop, lease, sell and otherwise use the Property for profit; (iii) borrow money and issue evidence
of indebtedness, in furtherance of any or all of the objectives of the Company's business and to
secure the same by mortgage, pledge or other liens; and (iv) do any and all other acts or things that
may be incidental or necessary to carry on the business of the Company as described in clauses (i),
(ii) and (iii) above. The Company is not authorized to, and shall not, engage in any business other
than as described in this Section.
(b)
The Company, and the Member, or any Manager, on behalf of the Company, may enter
into and perform the Loan Documents and all documents, agreements, certificates and financing
statements contemplated thereby or related thereto, all without any further act, vote or approval of
any Member, Manager or other Person notwithstanding any other provision of this Agreement, the
Act or applicable law, rule or regulation. The foregoing authorization shall not be deemed a
restriction on the powers of the Member or any Manager to enter into other agreements on behalf of
the Company.
2.05
Foreign Qualification.
Prior to the Company's conducting business in any jurisdiction other than Delaware, the
Member shall cause the Company to comply, to the extent procedures are available and those
matters are reasonably within the control of the Member, with all requirements necessary or
advisable to qualify the Company as a foreign limited liability company in that jurisdiction.
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