Exhibit 3.36
AMENDED AND
RESTATED
LIMITED LIABILITY COMPANY
AGREEMENT
OF
US LEC OF VIRGINIA
L.L.C.
This Amended and Restated Limited
Liability Company Agreement (this “ Agreement ”)
of US LEC of Virginia L.L.C. (the “ Company ”),
dated and effective as of October 14, 2008, is entered into by
US LEC Corp. (the “ Member ”), Richard T. Aab
(“ Aab ”) and Tansukh V. Ganatra (“
Ganatra ”).
WHEREAS, the Company was formed
under the Delaware Limited Liability Company Act (as amended from
time to time, the “ Act ”) by US LEC L.L.C.,
Ganatra and Aab, by the filing of a certificate of formation with
the Secretary of State of the State of Delaware on February 6,
1997;
WHEREAS, the Member is the successor
in interest by merger to US LEC L.L.C., and the Member, Ganatra and
Aab are parties to that certain Operating Agreement dated as of
February 6, 1997 (the “ Original Agreement
”);
WHEREAS, pursuant to Exhibit A of
the Original Agreement, the Member is the owner of all of the Units
in the Company;
WHEREAS, the Member, Aab and Ganatra
are executing this Agreement to set forth the terms governing the
affairs of the Company and the conduct of its business and to
continue the Company in accordance with this Agreement;
WHEREAS, upon execution of the
Agreement, the Company will cease to have a board of managers and
will be managed solely by its Member; and
WHEREAS, the Company shall return to
Aab and Ganatra each of their initial capital contributions to the
Company, and such return shall constitute full payment for and
satisfaction of any interest that Aab and Ganatra may have in the
Company, and Aab and Ganatra shall cease to have any interest in
the Company;
NOW, THEREFORE, the Member, Aab and
Ganatra, by execution of this Agreement, hereby agree as
follows:
1.
Continuation . By their execution and delivery of
this Agreement, the Member, Ganatra and Aab hereby agree to
continue the Company under the provisions of the Act. The Original
Agreement hereby is amended and restated in its
entirety.
2.
Name . The name of the limited liability company
continued hereby is US LEC of Virginia L.L.C.
3.
Purposes . The Company is formed for the object and
purpose of, and the nature of the business to be conducted and
promoted by the Company is, engaging in any lawful act or activity
for which limited liability companies may be formed under the
Act.
4.
Powers . In furtherance and not in limitation of its
purposes, but subject to all of the provisions of this Agreement,
the Company shall have the power and is hereby authorized
to:
(a) Acquire
by purchase, lease, contribution of property or otherwise, own,
hold, sell, convey, transfer or dispose of any real or personal
property, or any interest therein, that may be necessary,
convenient or incidental to the accomplishment of the purposes of
the Company;
(b) Act as a
trustee, executor, nominee, bailee, director, officer, agent or in
some other fiduciary capacity for any person or entity and to
exercise all of the powers, duties, rights and responsibilities
associated therewith;
(c) Take any
and all actions necessary, convenient or appropriate as trustee,
executor, nominee, bailee, director, officer, agent or other
fiduciary, including the granting or approval of waivers, consents
or amendments of rights or powers relating thereto and the
execution of appropriate documents to evidence such waivers,
consents or amendments;
(d) Operate,
purchase, maintain, finance, improve, own, sell, convey, assign,
mortgage, pledge, encumber, lease or demolish or otherwise dispose
of any real or personal property that may be necessary, convenient
or incidental to the accomplishment of the purposes of the
Company;
(e) Borrow
money, guaranty the obligations of other persons (including,
without limitation, obligations of direct or indirect parent
or subsidiary entities or affiliates of the Company) and issue
evidences of indebtedness in furtherance of any or all of the
purposes of the Company, and secure the same by mortgage, pledge or
other lien on the assets of the Company;
(f) Invest
any funds of the Company pending distribution or payment of the
same pursuant to the provisions of this Agreement;
(g) Prepay,
in whole or in part, refinance, recast, increase, modify or extend
any indebtedness or guaranty of the Company and, in connection
therewith, execute any extensions, renewals or modifications of any
mortgage, pledge, security agreement or other encumbrance securing
such indebtedness or guaranty;
(h) Enter
into, perform and carry out contracts of any kind, including,
without limitation, contracts with any person or entity affiliated
with the Company or the Member, necessary to, in connection with,
convenient to, or incidental to the accomplishment of the purposes
of the Company;
(i) Employ or
otherwise engage employees, managers, contractors, advisors,
attorneys and consultants and pay reasonable compensation for such
services;
(j) Enter
into partnerships, limited liability companies, trusts,
associations, corporations or other ventures with other persons or
entities in furtherance of the purposes of the Company;
and
(k) Do such
other things and engage in such other activities related to the
foregoing as may be necessary, convenient or incidental to the
conduct of the business of the Company, and have and exercise all
of the powers and rights conferred upon limited liability companies
formed pursuant to the Act.
5.
Principal Business Office . The principal business
office of the Company shall be located at such location as may
hereafter be determined by the Member.
6.
Registered Office . The address of the registered
office of the Company in the State of Delaware is c/o The
Corporation Trust Company, 1209 Orange Street, Wilmington, DE
19801.
7.
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 are The Corporation Trust Company,
1209 Orange Street, Wilmington, DE 19801.
8.
Members . Upon the execution of this Agreement by the
parties hereto, the Member shall be the sole member of the Company.
The name and the mailing address of the Member is as
follows:
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US LEC
Corp.
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c/o PAETEC Holding Corp.
600 Willowbrook Office Park
Fairport, NY 14450
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9.
Limited Liability . Except as otherwise provided by
the Act, the debts, obligations and liabilities of the Company,
whether arising in contract, tort or otherwise, shall be solely the
debts, obligations and liabilities of the Company, and the Member
shall not be obligated personally for any such debt, obligation or
liability of the Company solely by reason of being a member of the
Company.
10.
Capital Contribut