Exhibit 3.6
LIMITED LIABILITY COMPANY AGREEMENT
OF
COPELCO CAPITAL FUNDING LLC 98-1
This Limited Liability Company Agreement, dated as of July 31, 1998,
is adopted by Copelco Capital, Inc., a Delaware corporation ("COPELCO"), as
Sole Member (the "Sole Member"), and Copelco Capital Funding Corp. XI, a
Delaware corporation (the "Manager"), acting as the initial Manager.
WHEREAS, the Sole Member and the Manager desire to form a limited
liability company pursuant to the terms hereof;
NOW, THEREFORE, the Sole Member and the Manager in consideration of
the mutual covenants set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
hereby covenant and agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1. Defined Terms.
"Act" means the Delaware Limited Liability Company Act, Delaware Code
Title 6, Sections 18-101 et seq., as amended from time to time.
"Affiliate" when used with respect to a Person shall mean any other
Person controlling, controlled by, or under common control with, such Person.
"Agreement" shall mean this Limited Liability Company Agreement, as
the same may be amended, supplemented or otherwise modified from time to time.
"Associate" shall mean, with respect to the definition of Independent
Person, (1) a corporation or organization of which such Independent Person is
an officer, director, member or partner or is, directly or indirectly, the
beneficial owner of 10 percent or more of any class of equity securities, (2)
any trust or other estate in which an Independent Person serves as trustee or
in a similar capacity, or (3) any relative or spouse of an Independent Person,
or any relative of such spouse, who has the same home as an Independent
Person.
"Capital Contributions" shall mean the amount of cash and the fair
market value of property (as determined by the Manager and net of any
liabilities to which such property is subject or which is deemed assumed by
the Company) contributed to the Company by a Member (or the predecessor holder
of the Interest of such Member).
"Company" shall mean the limited liability company formed hereby.
"COPELCO" shall have the meaning set forth in the preamble to this
Agreement.
"Dissolution and Termination" shall be deemed to have occurred upon
the earlier of the adoption of a plan of liquidation by the Manager and the
Sole Member in accordance with this Agreement or the effective date of
dissolution in accordance with the Act.
"Indemnified Party" means the Sole Member, the Manager, any officer,
agent, shareholder, director, employee or incorporator of the Sole Member or
the Manager, or any officer, manager, employee, organizer or agent of the
Company.
"Indenture" shall mean that certain Indenture dated as of even date
herewith between the Company and the Trustee.
"Independent Person" shall mean a Person who is not, and never was,
(1) a member, stockholder, director, officer, employee, Affiliate, Associate,
customer or supplier of, or a Person that has received any benefit in any form
whatever from, the Company or any of its Affiliates or Associates, (2) a
Person owning beneficially, directly or indirectly, any interest in the
Company, or a stockholder, director, officer, employee, Affiliate, Associate,
customer or supplier thereof, or a Person that has received any direct
economic benefit in any form whatever from, or a Person that has provided any
service in any form whatever to, such beneficial owner or any of such
beneficial owner's Affiliates or Associates; provided, however, that no Person
shall be excluded from qualifying as an Independent Person solely by reason of
serving as a director or manager of one or more other Affiliates of COPELCO
that are special purpose, bankruptcy remote entities.
"Insolvency Event" shall mean with respect to a Member: (i) the entry
of a decree or order by a court or agency for a receiver or liquidator for
such Member, in any insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings, or for the winding-up or liquidation of
such Member's affairs, and the continuance of any such decree or order
unstayed and in effect for a period of 90 consecutive days; (ii) the consent
by such Member to the appointment of a conservator, receiver or liquidator in
any insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings of or relating to such Member or of or relating to
substantially all of such Member's property; or (iii) such Member shall admit
in writing its inability to pay its debts generally as they become due, file a
petition to take advantage of any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors or voluntarily
suspend payment of its obligations.
"Interest" shall mean the Sole Member's ownership interest in the
Company.
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"Manager" shall initially have the meaning set forth in the preamble
to this Agreement, and thereafter, as applicable, shall mean the Person or
Persons selected by the Sole Member pursuant to Section 5.1 as the manager(s)
of the Company.
"Member" shall mean a Person admitted as a member of the Company as
provided under ss. 18-301 of the Act.
"Net Cash Flow" shall mean, as of any date, any and all amounts
received by the Company on or before such date (other than Capital
Contributions), less (i) amounts previously distributed under Section 4.1,
(ii) unpaid costs and accrued expenses pursuant to Section 4.2 and (iii) all
other cash expenditures made by or on behalf of the Company.
"Person" shall mean any individual, partnership, corporation, trust,
limited liability company, association, joint venture, estate, governmental
entity or other legal person.
"Sales and Servicing Agreement" shall mean that certain Sales and
Servicing Agreement dated as of even date herewith between COPELCO, the
Company and Copelco Capital Funding Trust 98-A.
"Secretary" means the Secretary of State of Delaware.
"Sole Member" shall have the meaning set forth in the preamble to
this Agreement.
"Trustee" shall mean Manufacturers and Traders Trust Company, as
Trustee under the Indenture.
ARTICLE II
DEFINITIONS
Section 2.1. Formation of Limited Liability Company. The Sole Member
has resolved to form a limited liability company (the "Company") pursuant to
the Act and for that purpose has caused a Certificate of Formation to be
executed and filed with the Secretary by an "authorized person" as defined
below. Each Person from time to time serving as a Manager or as an agent of
the Manager shall be, and hereby is, designated as an "authorized person"
within the meaning of Section 18-204 of the Act, and is authorized and
empowered to execute certificates to be filed with the Secretary under the
Act. The Manager may assign in writing titles (including, without limitation,
President, Vice President, Secretary and Treasurer) to any such person. Unless
the Manager withholds the same in such written assignment of title or the
delegation is otherwise precluded by this Agreement, if the title is commonly
used for officers of a business corporation formed under the Delaware General
Corporation Law, the assignment of such title shall constitute the delegation
to such person of the power, authority and duties that are normally associated
with that office. The Sole Member shall be, and hereby is,
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admitted as a member of the Company, and the Sole Member's Interest in the
Company (initially consisting of 100 Membership Interests) shall be, and
hereby is, authorized and issued. The Company is authorized to issue 1000
Membership Interests of which 100 such units have been issued to the Sole
Member. All Membership Interests in the Company may be evidenced by a
certificate of limited liability company interest issued by the Company.
Nothing contained herein shall preclude the Sole Member from pledging its
Membership Interests to the Trustee.
Section 2.2. Company Name and Principal Office. The name of the
Company shall be "COPELCO CAPITAL Funding LLC 98-1". The Manager shall have
the power and authority and is hereby authorized and empowered, at any time to
change the name of the Company. The principal business and chief executive
office of the Company shall be ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇. The business of the Company may also be conducted at such additional
place or places as the Sole Member may determine.
Section 2.3. Office of and Agent for Service of Process. The
registered office of the Company in Delaware shall be maintained at
Corporation Service Company, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇. The Company's agent for service of process at such address shall
be Corporation Service Company. The Manager shall have the power and the
authority, and is hereby authorized and empowered to change, at any time and
from time to time, the location of such registered office and/or such
registered agent upon compliance with the Act.
Section 2.4. Term. The Company has been formed and shall commence on
the date the Certificate of Formation was filed with the Secretary, namely
June 29, 1998. The Company shall have a perpetual existence until cancellation
of the Company's Certificate of Formation.
Section 2.5. Purpose of Company. The purpose to be conducted or
promoted by the Company is to engage in the following activities:
(a) to acquire and own lease contracts of healthcare,
manufacturing and business equipment (together with all
accessories, additions, repairs and parts constituting a part
thereof and all accessions thereto, the "Equipment"), the
monies due thereunder, the Equipment and interests therein,
insurance policies related thereto or rights to receive the
proceeds thereof, and other related rights and assets, and
beneficial interests in any or all of the foregoing
(collectively, "Assets");
(b) to acquire, own, hold, service, lease, re-lease,
transfer, sell, assign, pledge, invest, lend and otherwise deal
with Assets and interests in Assets, cash, marketable
securities, deposit or investment accounts, demand notes and
any proceeds or further rights associated with any of the
foregoing;
(c) to transfer Assets to trusts ("Trusts");
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(d) to purchase and sell any series or class of
certificates, notes or other securities issued by any Trust
(collectively, the "Securities");
(e) to hold and enjoy all of the rights and privileges as
the owner or otherwise
(f) to enter into, execute, deliver and perform its
obligations under any sale and servicing agreement or other
agreement related to the Assets or any Trust (the
"Securitization Agreements");
(g) to enter into and perform obligations under any
intercompany services agreement or management agreement with
the Sole Member, the Manager or any affiliate of either
thereof; and
(h) to engage in any activity and to exercise any powers
permitted to limited liability companies under the laws of the
State of Delaware that are related or incidental to the
foregoing and necessary, convenient or advisable to accomplish
the foregoing.
The Company shall have the power and authority, and is hereby
authorized and empowered, to engage in the activities set forth in this
Section 2.5, and activities that are required or convenient for the
performance of any of its obligations pursuant to any of the agreements to
which it is a party referred to in this Section 2.5 and other activities
approved in accordance with Section 5.5.
Section 2.6. Addresses of the Sole Member and the Manager. The
addresses of the Sole Member and the Manager are set forth in Exhibit A.
Section 2.7. Exclusivity. No Person may be admitted to the Company as
an additional or substitute member, except as expressly set forth in this
Agreement.
ARTICLE III
CAPITAL CONTRIBUTIONS
Section 3.1. Contributions. The Sole Member shall contribute
concurrently with the execution of this Agreement or has already contributed
such amount as is represented by the property described in Exhibit B as its
Capital Contribution to the Company. Such contribution is an absolute transfer
and assignment of such property to the Company, without recourse or warranty.
The Manager has not made and shall not make any Capital Contributions to the
Company.
Section 3.2. Additional Contributions. The Sole Member shall have no
obligation to make additional contributions after the date hereof, but may
elect to do so from time to time.
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ARTICLE IV
DISTRIBUTIONS
Section 4.1. Distributions of Net Cash Flow. Distributions of Net
Cash Flow shall be made to the Sole Member by the Manager at such times and in
such amounts as determined by the Manager, provided such distributions are not
prohibited by any agreement to which the Company is a party or the Act.
Section 4.2. Expenses of the Company. The Company shall pay all costs
and expenses incurred in connection with the Company's affairs (or shall
reimburse the Manager for having incurred any such out-of-pocket expenses),
including, without limitation, all expenses of conducting the business of the
Company. The obligation to pay such costs and expenses shall be limited to the
assets of the Company.
ARTICLE V
MANAGEMENT
Section 5.1. Manager. (a) No Manager shall be a Member of the
Company, nor shall any Manager own any Membership Interest or any portion
thereof, or any other ownership interest in the Company, and, as such, no
Manager shall share in the distributions of Net Cash Flow, or the profits or
losses of the Company. There shall be at least one (1) Manager of the Company,
one (1) of whom may be the Manager. The Manager(s) shall be selected by the
Sole Member from time to time or at such time as a vacancy for any reason
shall occur and each shall serve until such Manager's successor is selected
and qualified.
(b) The Manager, without the approval or authorization of any Member,
shall have full and exclusive management and control of the business and
affairs of the Company, including, without limitation, the power and authority
to appoint Persons to act on behalf of the Company, to hire employees and
agents and appoint officers to perform such functions as from time to time
shall be delegated to such employees, agents, and officers by the Manager and
to determine the compensation of any employees, agents and officers of the
Company or to delegate some or all compensation decisions to officers or
employees of the Company. Except as otherwise expressly provided in this
Agreement, in the event that more than one (1) Manager is appointed and acting
in such capacity at any time, the Manager shall in all cases act as a group,
with a majority vote or majority consent of the Managers then in office
required to take any action. The Manager(s) may adopt such rules and
regulations for the conduct of their meetings and the management of the
Company not inconsistent with this Agreement and the Act.
Section 5.2. Resignation. Any Manager may resign at any time by
giving written notice to the Sole Member, provided that in the event that the
last remaining Manager shall so provide notice to the Member at any time, any
such resignation shall become effective only upon the acceptance of the
appointment by a successor Manager meeting the requirements set forth in
Section 5.1.
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Section 5.3. Removal. Any Manager may be removed with or without
cause by the Sole Member by written notice to the Manager being removed (with
a copy to the other Manager(s), if any), provided that in the event that the
last remaining Manager shall so have received notice from the Sole Member at
any time, such removal shall become effective only upon acceptance of
appointment by a successor Manager meeting the requirements set forth in
Section 5.1.
Section 5.4. Compensation. The Manager shall receive such
compensation as shall from time to time be determined by the Sole Member and
shall be reimbursed by the Company for any reasonable out-of-pocket expenses
incurred by the Manager on behalf of the Company.
Section 5.5. Limitation on Actions. Notwithstanding any other
provision of this Agreement and, to the fullest extent permitted by law, any
provision of law that otherwise so empowers the Manager, the Manager(s) shall
not have the power or authority, and shall not be authorized or empowered,
without the prior written unanimous consent of all of the Manager(s) and the
prior written consent of the Sole Member, and any consent of any third party
required under any agreement(s) referred to in Section 2.5, to cause the
Company to do any of the following:
(a) engage in any business or activity, including, without
limitation, the incurrence of any indebtedness, other than
described in Section 2.5 or amend, alter, change or repeal
Section 2.5 of this Agreement hereto or this Section 5.5;
(b) incur any indebtedness, or assume or guaranty any
indebtedness of any other entity, other than (i) indebtedness
incurred or guaranteed pursuant to transactions set forth in
Section 2.5 in connection with the issuance and sale of the
notes referred to in Section 2.5(c) and the performance of its
obligations under the agreements referred to in Section 2.5;
and (ii) indebtedness incurred in the ordinary course of the
business of the Company;
(c) consolidate, convert or merge with or into any other
Person or convey or transfer all or substantially all of its
properties and assets to any other Person except as permitted
by or in compliance with the provisions of the agreement(s)
referred to in Section 2.5; or
(d) dissolve or liquidate, in whole or in part, except as
set forth in Article IX, file a voluntary petition that
commences a case under Title 11 of the United States Code (or
any successor statutes) with respect to the Company, or consent
to the institution of bankruptcy or insolvency proceedings
against the Company or file a petition seeking, or consent to,
relief under any applicable Federal or state law relating to
bankruptcy, or consent to the appointment of a receiver,
liquidator, assignee, trustee, sequestrator (or other similar
official) of the Company or a substantial part of the property
of the
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Company, or make any assignment for the benefit of creditors,
or admit in writing its inability to pay the debts of the
Company generally as they become due, or take action in
furtherance of any of the foregoing.
Section 5.6. Binding Authority. Only the Manager (and any officers
appointed pursuant to Section 2.1 hereof) shall have the power and authority
(subject to the terms and conditions of this Agreement) to bind the Company.
ARTICLE VI
OBLIGATIONS AND/OR RIGHTS OF THE SOLE MEMBER AND THE MANAGER
Section 6.1. Liability of the Sole Member and the Manager. Neither
the Sole Member nor the Manager(s) shall be personally liable for any of the
debts, liabilities, contracts or other obligations of the Company solely by
reason of being a Member or a Manager of the Company.
Section 6.2. No Management Responsibility. The Sole Member shall not
take part in the management of the business or the affairs, or transact any
business for, the Company, except to the extent that its approval or consent
is expressly required under this Agreement for the taking of any actions by or
on behalf of the Company.
Section 6.3. No Authority to Act. The Sole Member shall not have the
authority to act on behalf of or bind the Company.
ARTICLE VII
INDEMNIFICATION
Section 7.1. Exculpation and Indemnification of the Sole Member and
the Manager(s). (a) No Indemnified Party shall be liable to the Company for
any loss, damage or claim incurred by reason of any act or omission performed
or omitted by such Indemnified Party in connection with any matter arising
from, or related to, or in connection with this Agreement or the Company's
business or affairs; provided, however, that the foregoing shall not eliminate
or limit the liability of any Indemnified Party if a judgment or other final
adjudication adverse to the Indemnified Party establishes that the Indemnified
Party's acts or omissions were in bad faith or involved intentional misconduct
or a knowing violation of law or that the Indemnified Party personally gained
a financial profit or other advantage to which the Indemnified Party was not
legally entitled.
(b) The Company shall, to the fullest extent permitted by
the Act, indemnify and hold harmless, and advance expenses to, each
Indemnified Party against any losses, claims, damages or liabilities to which
the Indemnified Party may become subject in connection with any matter arising
from, related to, or in connection with, this Agreement or the Company's
business or affairs; provided, however, that no indemnification may be made to
or on behalf of any Indemnified Party if a judgment or other final
adjudication adverse to the Indemnified Party establishes (i) that the
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Indemnified Party's acts or omissions giving rise to such losses, claims,
damages or liabilities were committed in bad faith or were the result of
active and deliberate dishonesty and were material to the cause of action so
adjudicated or (ii) that the Indemnified Party personally gained a financial
profit or other advantage to which the Indemnified Party was not legally
entitled ; provided, further that such indemnification shall be subject to the
terms of, and shall be subordinate to the obligations (if any) payable under,
the agreements referred to in Section 2.5 to which the Company is a party.
(c) Notwithstanding anything else contained in this Agreement, the
indemnity obligations of the Company under paragraph (b) above shall:
(i) be in addition to any liability that the Company may
otherwise have;
(ii) inure to the benefit of the successors, assigns, heirs and
personal representatives of each Indemnified Party; and
(iii) be limited to the assets of the Company.
(d) This Article VII shall survive any termination of this Agreement
and the dissolution of the Company.
ARTICLE VIII
TRANSFERABILITY OF MEMBER'S INTERESTS
Section 8.1 Restriction on Transfer. The Sole Member may not sell or
otherwise transfer its Interest unless such transfer is: (i) involuntary, (ii)
by operation of law, (iii) is not prohibited by any agreement referred to in
Section 2.5 hereof or (iv) is expressly permitted pursuant to Section 2.1
hereof.
Section 8.2. Transfer for Security. Except (i) as otherwise permitted
pursuant to Section 2.1 hereof, or (ii) as permitted by or in compliance with
the provisions of the agreements referred to in Section 2.5, no Member may
pledge, mortgage or otherwise hypothecate all or any part of its right, title
and interest in distributions to be received from the Company.
ARTICLE IX
DISSOLUTION AND LIQUIDATION
Section 9.1. Dissolution. The Company shall be dissolved and its
affairs shall be wound up solely upon the occurrence of any of the following
events:
(a) the happening of any event that makes it unlawful to carry
on the business of the Company;
(b) judicial dissolution pursuant to the Act; or
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(c) subject to the requirements of each agreement referred to
in Section 2.5 to which the Company is a party, the Company is dissolved by
the unanimous written consent of the Manager(s) and the Sole Member as
provided in Section 5.5. Neither the Sole Member acting alone or the Sole
Member acting with less than all of the Manager (if more than one (1) is
appointed pursuant to Section 5.1 of this Agreement) shall have the power or
authority, to dissolve the Company and wind up its affairs; or
(d) there is no Member.
Section 9.2. Continuation of Company. In the event of the
dissolution, bankruptcy or Insolvency Event of the Sole Member, the Company
shall continue and shall not dissolve, but Copelco Financial Services Group,
Inc., or any other entity designated by Copelco Financial Services Group,
Inc., shall, effective immediately prior to the happening of such event, be
admitted as a Member of the Company, but shall not have any Membership
Interest or any portion thereof. The Manager shall not have the power or
authority to dissolve the Company pursuant to Section 18-801(b) of the Act.
Section 9.3. Winding Up and Liquidation of the Company. Upon
dissolution, the Company shall continue solely for the purpose of winding up
its affairs in an orderly manner, liquidating its assets and satisfying the
claims of creditors and the Sole Member. In so doing, a full accounting of the
assets and liabilities of the Company shall be taken and the Company's assets
shall be distributed as promptly as possible as hereinafter provided:
(a) to the payment (or the making of reasonable provision for
the payment) of such debts and liabilities of the Company (or
reserves therefor), including any necessary expenses of liquidation,
except any debts, liabilities and loans that may be due to the Sole
Member, in the order of priority as provided by law; and
(b) to the payment (or the making of reasonable provision for
the payment) of any debts and liabilities that may be due to the
Sole Member and to the payment (or the making of reasonable
provision for the payment) of the unpaid principal balance and the
interest accrued thereon on loans, if any, made by the Sole Member
to the Company.
All of the assets of the Company shall be distributed on dissolution.
ARTICLE X
POWER OF ATTORNEY
Section 10.1. Manager as Attorney-In-Fact. Subject, at all times and
in all cases to the provisions of Section 5.5, the Sole Member hereby makes,
constitutes, and appoints the Manager, with full power of substitution and
resubstitution, its true and lawful attorneys-in-fact for it and in its name,
place, and stead and for its use and benefit,
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to sign, execute, certify, acknowledge, swear to, file, and record (a) all
limited liability company certificates, assumed name or similar certificates,
and other certificates and instruments (including counterparts of this
Agreement) which the Manager deems necessary in its reasonable discretion to
be filed by the Company under the laws of the State of Delaware or any other
state or jurisdiction in which the Company is doing or intends to do business;
(b) any and all amendments or changes to the instruments described in clause
(a), as now or hereafter amended, which the Manager may deem necessary in its
reasonable discretion to effect a change or modification of the Company in
accordance with the terms of this Agreement, including, without limitation,
amendments or changes to reflect any amendments adopted by the Sole Member in
accordance with the terms of this Agreement; (c) all certificates of
cancellation and other instruments which the Manager deems necessary in its
reasonable discretion to effect the dissolution and termination of the Company
pursuant to the terms of this Agreement; and (d) any other instrument which is
now or may hereafter be required by law to be filed on behalf of the Company
or is deemed necessary by the Manager in its reasonable discretion to carry
out fully the provisions of this Agreement in accordance with its terms. The
Sole Member authorizes such attorney-in-fact to take any further action which
such attorney-in-fact shall reasonably consider necessary in connection with
any of the foregoing, hereby giving such attorney-in-fact full power and
authority to do and perform each and every act or thing whatsoever requisite
or advisable to be done in connection with the foregoing as fully as the
Member might or could do personally, and hereby ratifying and confirming all
that any such attorneys-in-fact shall lawfully do or cause to be done by
virtue thereof or hereof.
Section 10.2. Nature of Special Power. The power of attorney granted
pursuant to this Article X:
(a) is a special power of attorney coupled with an interest and
is irrevocable;
(b) may be exercised by all such attorney-in-fact by
identifying the Sole Member executing any agreement, certificate,
instrument or other document with the signature of a duly authorized
officer of such attorneys-in-fact for such Member; and
(c) shall not be affected by and shall survive the bankruptcy,
insolvency, dissolution, disability, incapacity or cessation of
existence of the Sole Member and shall survive the delivery of an
assignment by the Sole Member of its interest in the Company, except
that where an assignee of the Sole Member is admitted as a
substituted Member, the power of attorney shall survive the delivery
of such assignment for the sole purpose of enabling all such
attorney-in-fact to effect such substitution.
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ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.1. Notices. Any notices or communications hereunder shall
be in writing, and may be either delivered personally (which shall include
deliveries by courier), by facsimile transmission or mailed, postage prepaid,
by certified or registered mail, return receipt requested, directed to the
parties at their respective addresses or fax numbers set forth in Exhibit A.
Any party hereto may designate a different address to which notices and
demands shall thereafter be directed by written notice given in the same
manner and directed to the Company at its office hereinabove set forth.
Section 11.2. Amendments. Subject to the specific provisions of
Section 5.5 providing for unanimous consent of the Manager(s), this Agreement
shall be amended by the written consent of the Sole Member and a majority of
the Manager(s) (if more than one (1) is appointed pursuant to Section 5.1 of
this Agreement).
Section 11.3. Headings. The headings of the various Articles and
Sections herein are for the convenience of reference only and shall not define
or limit any of the terms or provisions hereof.
Section 11.4. Severability. If any one or more of the provisions or
terms of this Agreement shall be for any reason whatsoever held invalid, then
such provisions or terms shall be deemed severable from the remaining
provisions or terms of this Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement.
Section 11.5. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 11.6. Counterparts. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute one and the same instrument.
Section 11.7. Effect of Agreement. This Agreement shall be binding
upon and inure to the benefit of the parties hereto, and their respective
successors and assigns.
Section 11.8. Integration. This Agreement constitutes the entire
agreement among the parties pertaining to the subject matter hereof and
supersedes all prior agreements and understandingsand contemporaneous
agreements and understandings pertaining thereto.
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IN WITNESS WHEREOF, this Limited Liability Company Agreement has been
executed as of the date first above written.
COPELCO CAPITAL, INC., as Sole Member
By:
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Name:
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COPELCO CAPITAL FUNDING CORP. XI,
as Manager
By:
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Name:
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EXHIBIT A
ADDRESSES OF THE SOLE MEMBER AND THE MANAGER
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Sole Member
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Copelco Capital, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Manager:
--------
Copelco Capital Funding Corp XI.
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
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EXHIBIT "B"
CAPITAL CONTRIBUTION OF SOLE MEMBER
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