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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF US LEC OF VIRGINIA L.L.C

LLC Operating Agreement

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF US LEC OF VIRGINIA L.L.C | Document Parties: ALLWORX CORP. | Virginia LLC You are currently viewing:
This LLC Operating Agreement involves

ALLWORX CORP. | Virginia LLC

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Title: AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF US LEC OF VIRGINIA L.L.C
Governing Law: Delaware     Date: 9/23/2009

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF US LEC OF VIRGINIA L.L.C, Parties: allworx corp. , virginia llc
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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:

 

Name

  

Address

US LEC Corp.

  

c/o PAETEC Holding Corp.

600 Willowbrook Office Park

Fairport, NY 14450

 

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


 
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