LIMITED LIABILITY COMPANY AGREEMENT
OF
MONY HOLDINGS, LLC
THIS LIMITED LIABILITY COMPANY AGREEMENT of MONY Holdings, LLC, is entered
into by The MONY Group Inc., as sole member.
WHEREAS, MONY Holdings, LLC was formed as a limited liability company under
the Delaware Limited Liability Company Act, 6 Del. C.ss.18-101, et seq., as
amended from time to time, by filing a Certificate of Formation of MONY
Holdings, LLC with the office of the Secretary of State of the State of Delaware
on February 27, 2002;
NOW THEREFORE, in consideration of the agreements and obligations set forth
herein and for other good and valuable consideration, Member agrees to the terms
of this Agreement as herein set forth in full:
Section 1. Defined Terms. The capitalized terms used in this Agreement
-------------
shall, unless the context otherwise requires or unless otherwise expressly
provided herein, have the meanings set forth below:
(a) "Act" shall mean the Delaware Limited Liability Company Act, 6 Del.
C.ss.18-101, et seq., as amended from time to time.
(b) "Affiliate" when used with respect to a Person shall mean any other
Person controlling, controlled by, or under common control with, such Person.
(c) "Agreement" shall mean this Limited Liability Company Agreement of the
Company, as amended, modified, supplemented or restated from time to time.
(d) "Assets" shall mean real or personal (tangible or intangible) property
or participations or other interests therein.
(e) "Available Cash" of the Company shall mean all available cash funds of
the Company on hand from time to time (other than cash funds obtained as
contributions to the capital of the Company by the Member(s) and cash funds
obtained from loans to the Company unless expressly determined by the Member(s)
to be considered part of Available Cash) after (i) payment of all operating
expenses of the Company as of such time, (ii) provision for payment of all
outstanding and unpaid current obligations of the Company as of such time, and
(iii) provision for a working capital reserve as determined by the Member(s).
(f) "Capital Contribution" shall mean the total value of cash and fair
value of property as determined by the Member(s) contributed and agreed to be
contributed to the Company by the Member(s), as shown in Section 6(a)(1) of this
Agreement, as the same may be amended from time to time.
(g) "Code" shall mean the Internal Revenue Code of 1986, as amended. All
references herein to sections of the Code shall include any corresponding
provision or provisions of any succeeding law.
(h) "Company" shall mean MONY Holdings, LLC, the limited liability company
formed pursuant to this Agreement.
(i) "Entity" shall mean any association, corporation, general partnership,
limited partnership, limited liability company, joint stock association, joint
venture, trust, business trust, cooperative, and any foreign association of like
structure.
(j) "Indenture" shall mean that certain indenture between the Company and
___ as Trustee, pursuant to which the Notes will be issued.
(k) "Interest" shall mean the Member(s) ownership interest in the Company
including, without limitation, the right of the Member to the profits and losses
of the Company and to receive distributions of the Company's assets, together
with the obligations of the Member(s) to comply with all the terms and
provisions of this Agreement.
(l) "Member" shall mean the Initial Member and any permitted assigns or
additional Members admitted pursuant to Section 15(b).
(m) "Notes" means the notes to be issued by the Company pursuant to the
Indenture.
(n) "Person" shall mean any individual or Entity, and the heirs, executors,
administrators, successors and assigns of any such Person where the context so
requires.
(o) "Purchase Agreement" means the agreement between the Company and the
Initial Purchasers of the Notes named therein.
Section 2. Name. The name of the limited liability company formed hereby is
-----
MONY Holdings, LLC.
Section 3. Formation and Purpose of the Company. On behalf of the Initial
-------------------------------------
Member, an authorized person has formed a limited liability company under the
laws of the State of Delaware by the filing of the Certificate of Formation for
the Company pursuant to Delaware law. The purpose of the Company shall be as
follows:
(1) To purchase or otherwise acquire, hold, lease (as lessee or
lessor) and sell or dispose of Assets for any lawful purpose and to manage
any Assets so acquired (including, without limitation to hold stock as a
holding company);
(2) To participate (either directly or through a trustee acting on
behalf of the Company) in: (i) the lease of Assets from, and the sublease
back of Assets to, any Person, and the further disposition by the Company
of such leased Assets; (ii) the entry into any
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agreements and other documents relating to the foregoing and consummation of the
transactions contemplated thereby, including without limitation, borrowing of
funds thereunder; and (iii) businesses permitted pursuant to Article XI of the
Indenture;
(3) To possess, transfer, mortgage, pledge or otherwise deal in, and to
exercise all rights, powers, privileges and other incidents of ownership or
possession with respect to, Assets held or owned by the Company, in each case in
accordance with the terms of this Agreement, and to carry Assets in the name of
a nominee or nominees;
(4) To (i) borrow or raise money; (ii) issue, accept, endorse and execute
promissory notes, loan agreements, options, purchase agreements, contracts,
documents, checks, drafts, bills of exchange, warrants, bonds, debentures and
other negotiable or non-negotiable instruments and evidences of indebtedness;
(iii) secure performance under any such agreement and the payment of any such
indebtedness and of the interest thereon by mortgage upon, security in, or
pledge, conveyance, assignment in trust or subordination of, the whole or any
part of the property of the Company whether at the time owned or thereafter
acquired; and (iv) sell, lease (as lessee or lessor) pledge or otherwise dispose
of any such obligations of the Company for its purposes, in each case in
accordance with the terms of this Agreement;
(5) To execute and deliver the Indenture and the Purchase Agreement (and
the other agreements contemplated thereby) and to execute, issue and deliver the
Notes, and engage in the transactions contemplated by the Indenture and the
Purchase Agreement (and the other agreements contemplated thereby).
(6) To engage in any lawful act, business, purpose or activity for which
limited liability companies may be organized under Delaware law;
(7) 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 Delaware law; and
(8) To do such other things and to engage in all activities necessary,
customary, convenient, or incident to any of the foregoing.
Section 4. Registered Office. The address of the registered office of the
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Company in the State of Delaware is Corporation Trust Center, ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The Company may locate its place of business
and, subject to applicable law, registered office at any other place or places
as the officers may from time to time deem advisable.
Section 5. Registered Agent. The name and address of the registered agent
-----------------
of the Company for service of process on the Company in the State of Delaware is
The Corporation Trust Company, Corporation Trust Center, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇.
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Section 6. Initial Member: Capital Account.
--------------------------------
(a) Address and Capital Contributions of Initial Member
(1) The Initial Member's address and its Capital Contribution to the
Company are set forth as follows:
Member Initial Capital Contribution Subsequent Capital Contributions
--------------------------- ------------------------------ ----------------------------------------
The MONY Group Inc. $500 May be augmented from time to time
▇▇▇▇ ▇▇▇▇▇▇▇▇ during the existence of the Company
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ as the Company requests and the
Member agrees to provide.
(b) Capital and Capital Account
(1) The Initial Member shall make Capital Contributions as set forth
in Section 6(a)(1) hereof. No interest shall be paid on any Capital
Contribution.
(2) In addition to the Capital Contributions set forth in Section
6(a)(1) hereof, the Initial Member may determine from time to time that
additional Capital Contributions are needed to enable the Company to
conduct its business.
(3) The Member(s) shall not have the right to withdraw its Capital
Contribution or to demand and receive property of the Company or any
distribution in return for its Capital Contribution, except as may be
specifically provided in this Agreement or required by law (excluding any
law which grants such a right in the absence of a negating provision in
this Agreement).
(c) Representations and Warranties. The Initial Member hereby represents
and warrants to the Company that: (a) it is duly organized, validly existing,
and in good standing under the law of the State of Delaware and that it has full
organizational power and authority to execute this Agreement and to perform its
obligations hereunder; (b) the Initial Member is acquiring its interest in the
Company for its own account as an investment and without an intent to distribute
the interest in any distribution in violation of applicable securities laws; and
(c) the Initial Member acknowledges that such interest has not been registered
under the Securities Act of 1933 or any state securities laws, and may not be
resold or transferred by the Initial Member in any transaction in the absence of
registration or an available exemption from registration under such laws.
Section 7. Powers.
-------
(a) The business affairs of the Company shall be managed by the Initial
Member, which shall have the power and authority to do and say any acts
necessary and convenient to or for the furtherance of the purposes described in
this Agreement, including all powers and
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authorities, statutory or otherwise, possessed by members of limited liability
companies under the laws of the State of Delaware. The Initial Member may
delegate authority to act on behalf of the Company and to manage the business
affairs of the Company to one or more officers of the Company appointed by the
Initial Member. The Initial Member may from time to time create offices of the
Company, designate the powers that may be exercised by such office, and
authorize and empower any officer to direct such office. Any officer of the
Company is hereby designated as an authorized person, within the meaning of the
Act, to execute, deliver and file any amendments and/or restatements of the
Certificate of Formation of the Company and any other 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.
Section 8. Officers.
---------
(a) Management. The Initial Member initially delegates authority to act on
behalf of the Company to a President, a Chief Financial Officer and one or more
Vice Presidents. The President, Chief Financial Officer and the Vice
President(s), each acting alone, without the approval or authorization of the
Initial Member, shall have full and exclusive management and control of the
business of the Company, including, without limitation, the power to appoint
Persons to act on behalf of the Company. The initial officers of the Company,
who shall serve until their successors are duly appointed by the Initial Member
pursuant to Section 7 hereof and this Section 8(a), or their earlier death or
resignation, are as follows:
President - ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Chief Financial Officer - ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President - ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
(b) Compensation. Officers of the Company shall receive no compensation
from the Company for serving as officers of the Company.
(c) Liability for Certain Acts. Officers of the Company, shall exercise
their business judgment in participating in the management of the business,
operations and affairs of the Company. To the fullest extent permitted by law,
officers of the Company shall not be liable for any mistake of fact or judgment
or for the doing of any act or the failure to do any act in conducting the
business, operations and affairs of the Company, which may cause or result in
any loss or damage to the Company. The Member(s) shall incur no liability to the
Company as a result of engaging in any other business or venture.
Section 9. Dissolution. The Company shall dissolve, and its affairs shall
------------
be wound up upon the first to occur of the following: (a) the written consent of
the Member(s); (b) the resignation, expulsion, bankruptcy, dissolution, death or
insanity of all of the Member(s) or the occurrence of any other event which
terminates the continued membership of all of the Member(s) in the Company
(other than a permitted transfer of the Member's entire membership interest
pursuant to the terms of this Agreement); or (c) the entry of a decree of
judicial dissolution under Section 18-802 of the Act.
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Section 10. Distributions. The Company may make distributions of Available
--------------
Cash or other property to the Member(s), on a proportionate basis, from time to
time.
Section 11. Meeting of Member(s)
--------------------
(a) Meeting of Member(s). The annual meeting of the Member(s) may be held
at such time and in such place or places inside or outside of Delaware as the
Member(s) may from time to time determine.
(b) Action by Member(s) without Meeting. Any action permitted or required
to be taken by the Member(s) of the Company may be effected at a meeting of the
Member(s) or by written consent of the Member(s) holding all of the membership
interests of the Company, with the same effect as if taken at a meeting of the
Member(s).
Section 12. Liability of Member(s). No Member shall have any personal
-----------------------
liability whatsoever, solely by reason of its status as a Member of the Company,
whether to the Company or any creditor of the Company, for the debts,
obligations or liabilities of the Company or any of its losses beyond the amount
of the Member's obligation to contribute its Capital Contribution to the
Company.
Section 13. Indemnification.
----------------
(a) Indemnification of Member(s). The Company shall indemnify, to the full
extent and under the circumstances permitted by Delaware law, any Member made or
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that it is a Member of the Company. This right of
indemnification shall not be deemed exclusive of any other rights to which the
Member indemnified herein may be entitled by agreement or otherwise, and shall
continue as to the Member who may cease to be a Member and shall inure to the
benefit of its successor and assigns. It is not intended that the provisions of
this section be applicable to, and they are not to be construed as granting
indemnity with respect to, matters as to which indemnification would be in
contravention of the laws of Delaware or of the United States of America whether
as a matter of public policy or pursuant to statutory provision.
(b) Indemnification of Officers
(1) Power to Indemnify in Actions, Suits or Proceedings other than those by
or in the Right of the Company.
Subject to Section 13(b)(3) of this Section 13(b), the Company shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Company) by reason of the fact that such person is or was a
officer of the Company, or is or was serving at the request of the Company as a
officer of Another Enterprise (hereinafter defined in Section 13(b)(8) of
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this Section 13(b)), against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit, or proceeding if such person acted
in a manner such person reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, such person had no reasonable cause to believe his or her conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that such person did not
act in good faith and in a manner which such person reasonably believed to be in
or not opposed to the interests of the Company, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.
(2) Power to Indemnify in Actions, Suits or Proceedings by or in the Right
of the Company.
Subject to Section 13 (b)(3) of this Section 13(b), the Company shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Company to procure a judgment in its favor by reason of the fact that such
person is or was a officer of the Company, or is or was serving at the request
of the Company as a officer of Another Enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with the defense or settlement
of such other action or suit if such person acted in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Company; provided, however that no indemnification shall be made in respect of
any claim, issue or matter if a judgment or final adjudication adverse to such
person establishes that his or her acts or omissions (x) were in breach the
indemnification standards and restrictions set forth in this Agreement, as
provided in Section 18-108 of the Act, (y) were not in good faith or involved a
knowing violation of law, or (z) resulted in receipt by such person of an
improper personal benefit. Notwithstanding the preceding sentence,
indemnification shall be made in respect of any claim, issue or matter as to
which such person has been adjudged to be liable to the Company if and to the
extent that the Chancery Court of the State of Delaware or the court in which
such action or suit was brought shall determine on application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Superior Court or such other court shall deem proper.
(3) Authorization of Indemnification.
Any indemnification under this Section 13(b) (unless ordered by a court)
shall be made by the Company only as authorized in the specific case upon a
determination that indemnification of the officer is proper in the
circumstances, because such person has met the applicable standard of conduct
set forth in Section 13(b)(1) or Section 13(b)(2) of this Section 13(b), as the
case may be. Such determination shall be made by the Member(s). To the extent,
however, that an officer of the Company has been successful on the merits or
otherwise in defense of any action, suit or proceeding described above, or in
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including
7
attorneys' fees) actually and reasonably incurred by such person in connection
therewith, without the necessity of authorization in the specific case.
(4) Good Faith Defined.
For purposes of any determination under Section 13(b)(3) under this Section
13(b), a person shall be deemed to have acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
Company, or, with respect to any criminal action or proceeding, to have had no
reasonable cause to believe his or her conduct was unlawful, if such person's
action is based upon:
o the financial statements, books of account or reports of the Company
or Another Enterprise represented to such person to be correct by the
President, the officer of the Company or Another Enterprise having
charge of its book of account, or,
o on information supplied to such person by the officers of the Company
or Another Enterprise in the course of their duties, or
o on the advice of legal counsel for the Company or Another Enterprise,
or
o on information or records given or reports made to the Company or
Another Enterprise by an independent certified public accountant or by
an appraiser or other expert selected with reasonable care by the
Company or Another Enterprise, provided such person had a reasonable
good faith belief in the accuracy of the above described books,
records, information, advice, or reports. The provisions of this
Section 13(b)(4) shall not be deemed to be exclusive or to limit in
any way the circumstances in which a person may be deemed to have met
the applicable standard of conduct set forth in this Section 13, as
applicable.
(5) Expenses Payable in Advance.
The reasonable expenses incurred by an officer in defending or
investigating a threatened or pending action, suit or proceeding shall be paid
by the Company in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking (reasonably satisfactory to the
Company) by or on behalf of such officer to repay such amount if it shall
ultimately be determined that such person is not entitled to be indemnified by
the Company as authorized in this Section 13(b).
(6) Nonexclusivity of Indemnification and Advancement of Expenses.
The indemnification and advancement of expenses provided by or granted
pursuant to this Section 13(b) shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, contract, vote of the members of the
Company or pursuant to the direction (howsoever embodied) of any court of
competent jurisdiction or otherwise, both as to action in such person's official
capacity and as to action in another capacity while holding such office. The
provisions of this Section 13(b) shall not be deemed to preclude the
indemnification of any person who is not specified in Section 13(b)(1) or
Section 13(b)(2)
8
of this Section 13(b) but whom the Company has the power or obligation to
indemnify under the provisions of Section 18-108 of the Act, or otherwise.
(7) Insurance.
The Company may purchase and maintain insurance on behalf of any person who
is or was an officer of the Company, or is or was serving at the request of the
Company as an officer, employee or agent of Another Enterprise against any
expenses incurred in any proceeding and liabilities asserted against such
person's status as such, whether or not the Company would have the power or the
obligation to indemnify such person against such liability under the provisions
of this Section 13(b).
(8) Certain Definitions.
For purposes of this Section 13(b), references to "the Company" shall
include, in addition to the resulting Company, any constituent company
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its officers so that any person who is or was an officer
of such constituent company serving at the request of such constituent company
as an officer, employee or agent of another company, partnership, joint venture,
trust, employee benefit plan or Another Enterprise, shall stand in the same
position under the provisions of this Section 13(b) with respect to the
resulting or surviving company as such person would have with respect to such
constituent company if its separate existence had continued. For the purposes of
this Section 13(b), the term "Another Enterprise" shall mean any other company,
or any partnership, joint venture, trust, employee benefit plan or other
enterprise of which such person is or was serving at the request of the Company
as an officer, employee or agent. For purposes of this Section 13(b), references
to "fines" shall include any excise taxes assessed on a person with respect to
an employee benefit plan; and references to "serving at the request of the
Company" shall include any service as an officer, employee or agent of the
Company which imposed duties on, or involves services by such officer with
respect to an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner such person reasonably believed
to be in the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not opposed to the best
interests of the Company" as referred to in this Section 13(b).
(9) Survival of Indemnification and Advancement of Expenses.
The indemnification and advancement of expenses provided by, or granted
pursuant to, this Section 13(b) shall, unless otherwise provided when authorized
or ratified, continue as to a person who has ceased to be an officer, or
employee and shall inure to the benefit of the heirs, executors and
administrators of such a person.
(10) Limitation on Indemnification.
Notwithstanding anything contained in this Section 13(b) to the contrary,
the Company shall not be obligated to indemnify any officer (or his or her
heirs, executors or personal or legal representatives) or advance expenses in
connection with a proceeding (or
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part thereof) initiated by such person unless such proceeding (or part
thereof) was authorized or consented to by the Initial Member.
Section 14. Accounting, Records and Books.
------------------------------
(a) Accounting and Records. The books and records of the Company shall be
kept, and the financial position and the results of its operations recorded, at
the expense of the Company, in accordance with the method of accounting elected
to be followed by the Company. The books and records of the Company shall
reflect all Company transactions and shall be appropriate and adequate for the
Company's business.
(b) Books. There shall be kept at such office of the Company as the
Member(s) shall determine, within or without the State of Delaware, correct
books and records of account of all its business and transactions, minutes of
the proceedings of its members, and the membership listing, containing the names
and addresses of the Member(s), the number of ownership units held by them,
respectively, and the dates when they respectively became the owners of record
thereof, and in which the transfer of ownership units shall be registered, and
such other books and records as the Member(s) may from time to time determine.
Section 15. Termination.
------------
(a) Termination of the Company; Resignation of Member. The Company shall be
dissolved, its Assets shall be disposed of, and its affairs wound up on the
first to occur of the following:
(1) the vote of the Member(s) given for such purpose, except that all
votes by the Member(s) to initiate bankruptcy or insolvency proceedings
shall not be effective if the Member(s) have not obtained any required
consents;
(2) if there is only one Member, the resignation, expulsion,
bankruptcy, liquidation, or dissolution of the Member; or the occurrence of
any other event that terminates the continued membership of the Member in
the Company;
(3) the entry of a decree of judicial dissolution under Delaware law;
or
(4) any transfer or attempted transfer of an interest in the Company,
including, without limitation, a transfer by operation of law that is not
in compliance with Section 15(b).
(b) Assignments; Admission of Additional Members. Subject to applicable
securities laws, a Member may assign in whole or in part its interest in the
Company. One or more additional members of the Company may be admitted to the
Company with the consent of the Initial Member. Any permitted assigns or
additional Members shall agree to become a party or parties to this Agreement,
as applicable.
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(c) Distribution of Assets. In connection with the dissolution of the
Company, and subject to applicable law:
(1) If the Company is dissolved and its affairs are to be wound up,
the Member(s) shall (i) sell or otherwise liquidate all of the Company's
Assets as promptly as practicable; (ii) discharge all liabilities of the
Company (other than liabilities to the Member(s)), including all costs
relating to the dissolution, winding-up, and liquidation and distribution
of Assets; (iii) establish such reserves as may be reasonably necessary to
provide for contingent liabilities of the Company; (iv) discharge any
liabilities of the Company to the Member other than on account of their
respective interests in Company capital or profits; and (v) distribute the
remaining Assets to the Member(s) in accordance with Section 15 of this
Agreement.
(2) Upon completion of the winding-up, liquidation and distribution of
the Assets, the Company shall be deemed terminated, and the Member(s) and
the proper officers shall take all actions appropriate and/or necessary to
terminate the Company's existence under Delaware law.
Section 16. Allocation of Profits and Losses. The Company's profits and
--------------------------------
losses shall be allocated in proportion to the Capital Contributions of the
Member(s).
Section 17. Transferability of Member(s) Interests.
---------------------------------------
(a) Restriction on Transfer. The Member(s) may not transfer its Interest
unless such transfer is involuntary or by operation of law.
(b) Transfer for Security. The Member(s) may not pledge, mortgage or
otherwise hypothecate all or any part of its right, title and interest in cash
distributions to be received from the Company.
Section 18. Miscellaneous.
--------------
(a) Entire Agreement. This Agreement and the Certificate of Formation
constitute the entire agreement by the Member(s) with respect to the subject
matter hereof, and supersede any prior agreement or understanding by the
Member(s) with respect to such subject matter.
(b) Headings. All headings herein are inserted only for convenience and
ease of reference and are not to be considered in the construction or
interpretation of any provision of this Agreement.
(c) Severability. If any provision of this Agreement, or the application of
such provision to any person or circumstance, shall be held illegal, invalid, or
unenforceable, the remainder of this Agreement or the application of such
provision to other persons or circumstances shall not be affected thereby.
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(d) Additional Documents and Acts. The Member(s) agrees to execute and
deliver such additional documents and instruments and to perform such additional
acts as may be necessary or appropriate to effectuate, carry out and perform all
of the terms, provisions, and conditions of this Agreement and the transactions
contemplated hereby.
(e) Notices. Any notice to be given or to be served upon the Company or any
party hereto in connection with this Agreement must be in writing and will be
deemed to have been given and received when delivered to the address specified
by the party to receive the notice. Such notices will be given to a Member(s) at
the address specified in Section 6(a) hereof. The Member(s) or the Company may,
at any time by giving five (5) days prior written notice to the other, designate
any other address in substitution of the foregoing address to which such notice
will be given.
(f) Amendments. All amendments to this Agreement will be in writing and
signed by the Initial Member and such other Member as shall, with the Initial
Member, hold a majority of the interests in the Company.
(g) Title to Company Property. Legal title to all property of the Company
will be held and conveyed in the name of the Company.
(h) Governing Law. This Agreement shall be governed by, interpreted, and
enforced in accordance with the laws of the State of Delaware, without regard to
the conflicts of laws rules of such state.
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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,
has duly executed this Limited Liability Company Agreement as of the 1st day of
April, 2002.
THE MONY GROUP INC.
By: /s/▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President
and General Counsel
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