LIMITED LIABILITY COMPANY AGREEMENT OF SG COMMERCIAL MORTGAGE SECURITIES, LLC
Exhibit 3.2
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT OF
SG COMMERCIAL MORTGAGE SECURITIES, LLC
This Amended and Restated Limited Liability Company Agreement of SG Commercial Mortgage Securities, LLC, a Delaware limited liability company (the “Company”), is entered into as of April 19, 2017, by SG Americas Securities Holdings, LLC, a Delaware limited liability company and the sole member (the “Member”) of the Company.
WHEREAS, the Member formed a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.), as amended from time to time (the “Act”) by filing a Certificate of Formation of the Company with the office of the Secretary of the State of the State of Delaware on April 23, 2015, and entered into the Limited Liability Company Agreement of the Company date as of April 23, 2015 (the “Original Company Agreement”);
1. Name. The name of the Company is SG Commercial Mortgage Securities, LLC.
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a. acquire (through purchase or otherwise), and to hold, service, sell, transfer, pledge and securitize, commercial and multifamily mortgage loans, securities, notes, participations or any other documents, interests, assets or rights relating to an interest in real property or consumer receivables (“Assets”);
b. enter into any agreement providing for the acquisition, sale, financing, servicing, hedging, transfer, pledging or securitizing of the Assets or interests in the Assets;
c. act as settlor or depositor, member, manager or similar capacity of trusts or other entities or to own equity or other beneficial interests in trusts, limited liability companies or other entities (each, an “Issuer”), each of which is formed in part to issue pass-through certificates representing undivided beneficial ownership interests in the assets of such trusts or entities or notes collateralized by the assets of such trusts or entities (“Securities”);
d. enter into, execute and deliver any underwriting agreement, purchase or placement agreement relating to the sale or placement of any securities issued by an Issuer, any sale and servicing agreement, pooling and servicing agreement, trust and servicing agreement, servicing agreement, indenture, trust agreement, limited liability company agreement, purchase agreement, administration agreement, custodial agreement, insurance agreement or any other agreement which may be required or advisable to effect the administration or servicing of the Assets or the issuance and sale of any Securities or the formation of an Issuer (each a “Securitization Agreement”), and to perform its obligations under each Securitization Agreement to which it is a party;
e. prepare, execute and file with the Securities and Exchange Commission registration statements under the Securities Act of 1933, as amended, including one or more prospectuses and forms of prospectus supplement, and any other offering documents relating to any Securities to be issued on a delayed or continuous basis;
f. prepare private placement memoranda relating to Securities to be offered and issued privately;
g. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;
h. 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;
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i. 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;
j. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;
k. borrow money 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;
1. invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;
m. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;
n. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company;
o. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;
p. 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
q. 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.
6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx,
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Xxxxxxxx 00000.
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 is The Corporation Trust Company, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
a. Except as otherwise expressly provided in this Agreement, the business and affairs of the Company shall be managed, and all actions required under this Agreement shall be determined, solely and exclusively by the Board of Directors, which shall have all rights and powers on behalf and in the name of the Company to perform all acts necessary and desirable to the objects and purposes of the Company, including the right to appoint Officers and to authorize any Officer to act on behalf of the Company. Any action taken by the Board of Directors or any duly appointed and acting Officer in accordance with this Agreement shall constitute the act of, and shall serve to bind, the Company.
b. The Member appoints the Board of Directors and may at its discretion make amendments or substitutions thereto at any time. The names of the current
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Directors who shall serve until their resignation or removal by the Member are set forth in Schedule A hereto. The names of the current Officers, and their offices, who shall serve until their resignation or removal by the Board of Directors are set forth in Schedule B hereto. Each such Officer shall have the duties and responsibilities that would apply to his or her office if the Company were a corporation established under the Delaware General Corporation Law, except to the extent that the Directors from time-to-time determine otherwise. The Secretary of the Company (or such other person performing the duties that are normally associated with that office) shall maintain the official list of the persons serving as Officers and Directors of the Company from time to time.
c. Each member of the Board of Directors shall be a “manager” of the Company for all purposes of, and within the meaning of, the Act.
d. At all meetings of the Board; the presence of at least a majority of Directors shall constitute a quorum for the transaction of business. In case at any meeting of the Board a quorum shall not be present, any Director present may adjourn the meeting from time to time until a quorum shall be present.
e. Meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Chairman of the Board or any two Directors may from time to time determine. Reasonable notice thereof shall be given by the person or persons calling the meeting.
f. The Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or of such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant hereto shall constitute presence in person at such meeting.
g. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all of the Board or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.
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manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 16 shall be provided out of and to the extent of Company assets only, no Member shall have personal liability on account thereof.
a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which
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terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
b. The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
25. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.
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SG AMERICAS SECURITIES HOLDINGS, LLC, as Member | ||
By: | /s/ Xxxxxxxx Xxxxx | |
Name: Xxxxxxxx Xxxxx | ||
Title: President & Chief Executive Officer |
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ANNEX A
List of Directors
Xxxxx Xxxxx
Xxxx-Xxxxxxxx Despoux
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ANNEX B
List of Officers
Name | Title |
Xxxxx Xxxxxxx | President & Chief Executive Officer |
Xxxx Xxxxxxx | Vice President & Treasurer |
Xxxx Xxxxx Xxxxxxxxxx | Vice President |
Xxx Xxxxxxx | Vice President |
Xxxxxxx Xxxxxx | Vice President |
Xxxxxx Xxxxxxx | Vice President |
Xxxx Xxxxxx | Secretary |
Xxxxxx Xxxxx | Assistant Secretary |
Xxx Xxxxxxxx | Assistant Secretary |
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