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filed on behalf of the Company such documents and certificates as may from time to time be required
              by law.

              2.3.  Office.
              The principal office of the Company will be located at 370 Lexington Avenue; Suite 410; New York, NY
              10017, such other location as the Manager may select from time to time.

              2.4.  Term.

              The term of the Company will be perpetual, unless dissolved and terminated in the manner provided
              in Article 11.

              2.5.  Ownership of Company Property.
              All property acquired by the Company, real, personal or mixed, tangible or intangible, will be
              owned by the Company or a wholly owned subsidiary of the Company, as an entity, and no Member,
              individually, will have any ownership interest therein.  Each Member hereby expressly waives the
              right to require partition of any Company property or any part thereof

              2.6.  Qualification, Etc.
              The Manager will cause the Company to become qualified and registered to do business, pay all
              property, income, gross receipts, franchise and other state and local taxes applicable to it and obtain
              such licenses and permits as may be required by law in each state or jurisdiction in which any such
              qualification, payment or other action is required by law in connection with the conduct of the
              Company’s business.


                                                       ARTICLE III
                                             BUSINESS OF THE COMPANY

              3.1.  Permitted Businesses.
              The business of the Company shall be:
              a) To finance, acquire, develop, improve, construct, manage, operate and dispose of property, or
              Properties, and to accomplish any lawful business whatsoever, or which shall at any time appear
              conducive to or expedient for the protection or benefit of the Company and its assets;

              b) To exercise all other powers necessary to or reasonably connected with the Company’s business,
              which may be legally exercised by limited liability companies under the law; and

              c) To engage in all activities necessary, customary, convenient, or incident to any of the foregoing.



                                       Re-LIFE-Ment: Reinventing Past Notions of Retirement
                                                             - 9 -





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