SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF QUALITY TECHNOLOGY SERVICES, SUWANEE II, LLC
Exhibit 3.56
SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
QUALITY TECHNOLOGY SERVICES, SUWANEE II, LLC
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Quality Technology Services, Suwanee II, LLC (the “Company”) is entered into as of the 21st day of July, 2014, by Quality Technology Services Holding, LLC, a Delaware limited liability company, as the sole member (the “Member”).
WHEREAS, the Certificate of Formation of the Company was filed with the Secretary of State of the State of Delaware on October 14, 2009 (as amended or amended and restated from time to time, the “Certificate”) pursuant to and in accordance with the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”); and
WHEREAS, Quality Technology Services, Suwanee Mezz I, LLC (the “Former Member”) previously entered into that certain First Amended and Restated Limited Liability Company Agreement, dated as of February 8, 2012, the Former Member was subsequently dissolved and liquidated and the Former Member's interest in the Company was transferred to the Member, and now, the Member desires to enter into this Agreement to make certain amendments to and restate and replace the First Amended and Restated Limited Liability Company Agreement in its entirety.
NOW THEREFORE, in consideration of the following and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Member hereby agrees as follows:
2. Certificates. Xxxxxxx X. Xxxx was designated as an "authorized person" of the Company within the meaning of the Act, and executed, delivered and filed the Certificate with the Secretary of State of the State of Delaware. Upon the filing of the Certificate with the Secretary of State of the State of Delaware, the powers of Xxxxxxx X. Xxxx as an “authorized person” of the Company ceased. The Member is the designated “authorized person” of the Company within the meaning of the Act. The Member shall execute, deliver and file any amendments and/or restatements to the Certificate and any other certificates (and any amendments and/or restatements thereof) required or permitted to be filed with the Secretary of State of the State of Delaware or necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.
3. Term. The Company was formed upon the filing of the Certificate with the Secretary of State of the State of Delaware and shall continue until the dissolution of the Company pursuant to the provisions of this Agreement.
a. 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;
b. 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;
c. 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;
d. invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;
e. 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;
f. 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;
g. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;
h. enter into partnerships, limited liability companies, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and
i. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct, promotion or attainment 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.
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7. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000.
8. 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 Corporation Service Company, 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000.
9. Member. The name and the mailing address of the Member is as follows:
Name | Address | |
Quality Technology Services Holding, LLC | 00000 Xxxxxx Xxxxxx, Xxxxx 000 | |
Xxxxxxxx Xxxx, XX 00000 |
15. Management. In accordance with Section 18-402 of the Act, management of the Company shall be vested in the Member. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. Notwithstanding any other provision of this Agreement, the Member is authorized to execute, deliver and perform any document on behalf of the Company without any vote or consent of any other person or entity.
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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) at any time that there are no members of the Company, unless the business of the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act.
b. 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.
c. The winding up of the Company shall be completed when all of its debts, liabilities, and obligations have been paid and discharged or reasonably adequate provision therefor has been made, and all of the remaining property and assets of the Company have been distributed to the Member. Upon the completion of the winding up of the Company, a Certificate of Cancellation of the Company shall be filed with the Secretary of State of the State of Delaware.
[Signature page follows]
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MEMBER: | |||
QUALITY TECHNOLOGY SERVICES HOLDING, | |||
LLC | |||
By: | /s/ Xxxxxxx X. Xxxxxxx | ||
Name: | Xxxxxxx Xxxxxxx | ||
Title: | Chief Financial Officer |