EXHIBIT 3.36
================================================================================
LIMITED LIABILITY COMPANY AGREEMENT
OF
RBS CHINA HOLDINGS, L.L.C.
A DELAWARE LIMITED LIABILITY COMPANY
================================================================================
LIMITED LIABILITY COMPANY AGREEMENT
OF
RBS CHINA HOLDINGS, L.L.C.
This LIMITED LIABILITY COMPANY AGREEMENT (the "AGREEMENT") of RBS China
Holdings, L.L.C. (the "COMPANY") is effective as of October 21, 2002.
1. FORMATION OF LIMITED LIABILITY COMPANY. RBS Acquisition Corporation, a
Delaware corporation (the "MEMBER") hereby forms the Company as a limited
liability company pursuant to the provisions of the Delaware Limited Liability
Company Act, 6 Del. C Section 18-101, et seq., as it may be amended from time to
time, and any successor to such statute (the "ACT"). The rights and obligations
of the Member and the administration and termination of the Company shall be
governed by the Agreement and the Act. The Agreement shall be considered the
"Limited Liability Company Agreement" of the Company within the meaning of
Section 18-101(7) of the Act. To the extent this Agreement is inconsistent in
any respect with the Act, this Agreement shall control.
2. MEMBERS. RBS Acquisition Corporation is the sole member of the
Company.
3. PURPOSE. The purpose of the Company is to engage in any and all other
lawful businesses or activities in which a limited liability company may be
engaged under applicable law (including, without limitation, the Act).
4. NAME. The name of the Company shall be "RBS CHINA HOLDINGS, L.L.C.".
5. REGISTERED AGENT AND PRINCIPAL OFFICE. The registered agent of the
Company in the State of Delaware shall be The Corporation Trust Company whose
address is 1209 Orange Street, Wilmington, New Castle County, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The mailing address of the Company shall be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. The Company may have such
other offices as the Member may designate from time to time.
6. TERM OF COMPANY. The Company shall commence on the date a Certificate
of Formation is properly filed with the Secretary of State of the State of
Delaware and shall continue in existence in perpetuity unless its business and
affairs are earlier wound up following dissolution at such time as this
Agreement may specify.
7. MANAGEMENT OF COMPANY. All decisions relating to the business, affairs
and properties of the Company shall be made by the Member which shall have
authority to bind the Company by its signature or by the signature of any person
authorized to act on its behalf. The Member may also from time to time appoint a
Chairman, a President and one or more Vice Presidents and such other officers of
the Company as the Member may deem necessary or advisable to manage the
day-to-day business affairs of the Company which persons shall have such power
and authority as may be delegated by the Member (such persons and each of the
Managing Directors, the "OFFICERS"). No such delegation shall cause the Member
to cease to be a Member. The initial Officers of the Company, if any, are set
forth on SCHEDULE A hereto.
8. DISTRIBUTIONS. Each distribution of cash or other property by the
Company shall be made 100% to the Member. Each item of income, gain, loss,
deduction and credit of the Company shall be allocated 100% to the Member.
9. CAPITAL ACCOUNTS. A capital account shall be maintained for each
Member in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv).
10. DISSOLUTION AND WINDING UP. The Company shall dissolve and its
business and affairs shall be wound up upon the written consent of the Member.
11. AMENDMENTS. This Agreement may be amended or modified from time to
time only by a written instrument executed by the Member.
12. GOVERNING LAW. The validity and enforceability of this Agreement shall
be governed by and construed in accordance with the laws of the State of
Delaware without regard to otherwise governing principles of conflicts of law.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
RBS Acquisition Corporation,
its sole Member
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
SCHEDULE A
OFFICERS
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Vice President, Secretary and Treasurer