EXHIBIT 3.2
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
GREENPOINT MORTGAGE SECURITIES LLC
This Limited Liability Company Operating Agreement, dated and effective as of September 27, 2003 (the
"Operating Agreement"), is adopted by and between GreenPoint Mortgage Securities Inc., a Delaware corporation
("GMSI"), as manager (in such capacity, the "Manager") and GreenPoint Mortgage Funding, Inc., a New York
corporation ("GMFI"), as the sole member (in such capacity, the "Sole Member"). Each capitalized term used
herein and not defined shall have the meaning given to such term in Article II of this Agreement.
WHEREAS, the Certificate of Formation of the GreenPoint Mortgage Securities LLC (the "Company") was
filed with the Secretary of State of the State of Delaware on September 26, 2003 (which filing is hereby
approved and ratified in all respects);
WHEREAS, the Sole Member and the Manager hereby wish to enter into this Operating Agreement governing
the operation of the Company which shall constitute the Company's "limited liability company agreement" under
the Act.
NOW, THEREFORE, the Sole Member and the Manager hereby adopt the following:
ARTICLE I
FORMATION OF LIMITED LIABILITY COMPANY
Section 1.1. Formation of Limited Liability Company. The Sole Member has heretofore formed the Company as a
Delaware limited liability company pursuant to the Act. The Manager and each person from time to time
serving as an officer or director of the Manager shall be, and hereby is, designated as an "authorized
person" within the meaning of Section 18-204 of the Act, authorized and empowered to execute certificates to
be filed with the Secretary under the Act. The Sole Member shall be the sole member of the Company, and the
Sole Member's Interest in the Company shall be, and hereby is, authorized and issued.
Section 1.2. Company Name and Principal Office. The name of the Company shall be "GreenPoint Mortgage
Securities LLC". The Manager shall have the power at any time to change the name of the Company. The
principal business office of the Company shall be 000 Xxxx Xxxxxx Xxxxx, Xxxxxxxx #00000, Xxxxxx, Xxxxxxxxxx
00000. The business of the Company may also be conducted at such additional place or places as the Sole
Member may determine.
Section 1.3. Office of and Agent for Service of Process. The registered office of the Company in Delaware
shall be maintained at Corporation Trust Center, 0000 Xxxxxx Xxxxxx, xx xxx Xxxx xx Xxxxxxxxxx, Xxxxxx of New
Castle. The Company's agent for service of process on the Company at such address shall be The Corporation
Trust Company. The Manager shall have the power and the authority, and is hereby authorized and empowered to
change, at any time and from time to time, the location of such registered office and/or such registered
agent upon compliance with the Act.
Section 1.4. Term of Company. The Company shall be formed and commence on the date the Certificate of
Formation is filed with the Secretary (the "Effective Date"). The Company shall have a perpetual existence
as a separate legal entity until cancellation of the Company's Certificate of Formation.
Section 1.5. Purpose of Company. The nature of the business to be conducted or promoted is limited solely
to the following, to be conducted directly by the Company or through one or more subsidiaries:
(a) to acquire mortgage loans and participations therein and mortgage securities ("Mortgage Assets") from
time to time by contribution or purchase for the purpose of effecting the securitization thereof, either
directly or through other entities, and whether such securitization involves the issuance of securities
("Securities") backed by or evidencing an interest in, such Mortgage Assets;
(b) to enter into agreements for the servicing and administration of Mortgage Assets;
(c) to hold, sell, transfer, pledge or otherwise dispose of interests in Mortgage Assets and the proceeds
thereof from time to time;
(d) to issue debt secured by Mortgage Assets;
(e) to hold, pledge or otherwise deal with Securities and to loan or invest or otherwise apply proceeds
from Mortgage Assets, funds received in respect of Securities and any other income as determined by the
Manager of the Company; and
(f) to engage in any activity and to exercise any powers permitted to limited liability companies under
the laws of the State of Delaware, provided that they are incident to the foregoing and necessary or
convenient to accomplish the foregoing.
The Company shall have the power and authority, and is hereby authorized and empowered, to engage in
the activities set forth in this Section 1.5, and activities that are required or convenient for the
performance of any of its obligations pursuant to any agreements or other documents entered into by the
Company in connection with its activities approved in accordance with Section 5.5 (the "Approved Company
Agreements").
Section 1.6. Address of the Sole Member and Manager. The addresses of the Sole Member and the Manager are
set forth in Exhibit A.
Section 1.7. Exclusivity. No Person may be admitted to the Company as an additional or substitute member,
except as expressly set forth in this Agreement.
Section 1.8. Authorization. The Company, and the Manager or any officer of the Company on behalf of the
Company, are hereby authorized to enter into, execute, deliver and perform the Approved Company Agreements
and such other agreements as the Manager or officer executing such agreement deems necessary and appropriate
and from time to time to prepare and file registration statements with the Securities and Exchange Commission
and to do all things necessary and appropriate to the declaration of effectiveness of such registration
statements as the Manager and officers directing such preparation and filing deem necessary, notwithstanding
any other provision of this Agreement, the Act or other applicable law, rule or regulation, and without any
further act, vote or approval of any person. The foregoing authorization shall not be deemed a restriction
on the power of the Manager or officers of the Company to enter into other agreements on behalf of the
Company.
Section 1.9. Fiscal Year. The Company's fiscal year shall be based on the calendar year and shall commence
on January 1st and end on December 31st of each year.
Section 1.10. Tax Matters. Initially, the Company intends to make an election under Treasury Reg.
Sec. 301.7701-2 to be treated as a disregarded entity for income tax purposes. The Sole Member may from time
to time reevaluate the Company's tax status and take such actions or direct the Manager to take such actions
on behalf of the Company as the Sole Member may deem appropriate.
ARTICLE II
DEFINITIONS
Section 2.1. Defined Terms.
"Act" means the Delaware Limited Liability Company Act, Delaware Code Title 6, Sections 18-101 et
seq., as amended or supplemented from time to time.
"Affiliate" when used with respect to a Person shall mean any other Person controlling, controlled by,
or under common control with, such Person.
"Agreement" shall mean this Limited Liability Company Operating Agreement, as the same may be amended,
supplemented or otherwise modified from time to time.
"Approved Company Agreements" shall have the meaning set forth in Section 1.5.
"Capital Contributions" shall mean the amount of cash and the fair market value of property (as
determined by the Manager and net of any liabilities to which such property is subject or which is deemed
assumed by the Company) contributed to the Company by the Sole Member.
"Company" shall mean the limited liability company governed by this Agreement and formed by the filing
of the Certificate of Formation of the Company with the Secretary.
"GreenPoint Person" shall mean the Company and each Affiliate or subsidiary of the Company and any
charitable organization to which the Company or any of its Affiliates or subsidiaries make charitable
contributions.
"Indemnified Party" means (i) the Sole Member and any successor member of the Company, (ii) the
Manager and any successor manager of the Company, (iii) any officer, agent, shareholder, director, employee
or incorporator of the Sole Member, any successor member, or the Manager or any successor manager, and (iv)
any officer, employee, organizer or agent of the Company.
"Independent Director" shall mean an individual who is not (and is not an associate of) any direct,
indirect or beneficial stockholder, officer, director, employee, Affiliate, associate, customer, advisor or
supplier of GreenPoint Mortgage Funding, Inc., a New York corporation ("GMFI"), or any Affiliate or
subsidiary of GMFI or of any charitable organization to which GMFI or any of its Affiliates or subsidiaries
make charitable contributions, provided, however, that notwithstanding the foregoing, any individual who
would otherwise qualify as an Independent Director except for his or her acting as a director of a limited
purpose, bankruptcy remote entity formed by GMFI, or any Affiliate of GMFI, shall be deemed to qualify as an
Independent Director; "associate" shall mean, when used to indicate a relationship with any Person (a) any
corporation, limited liability company or organization of which such Person is an officer, manager, director
or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity
securities or of 10% or more of any membership interest, (b) any trust or other estate in which such Person
serves as trustee or in a similar capacity, and (c) any relative or spouse of such Person, or any relative of
such spouse, who resides at the same address as such Person; "Affiliate" shall not include GMSI or any entity
wholly owned, directly or indirectly, by GMSI, including the Company; and "subsidiary" shall mean any
corporation a majority of the voting stock of which is owned, directly or indirectly, through one or more
other subsidiaries, by GMFI, but excluding GMSI and any entity wholly owned by GMSI.
"Insolvency Event" shall mean with respect to the Sole Member or any successor member: (i) the entry
of a decree or order by a court, agency or supervisory authority having jurisdiction in the premises for the
appointment of a conservator, receiver or liquidator for such member, in any insolvency, readjustment of
debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of
such member's affairs, and the continuance of any such decree or order unstayed and in effect for a period of
90 consecutive days; (ii) the consent by such member to the appointment of a conservator, receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings of or relating to such member or of or relating to substantially all of such member's property;
or (iii) if such member shall admit in writing its inability to pay its debts generally as they become due,
file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment
for the benefit of its creditors or voluntarily suspend payment of its obligations. The foregoing definition
of "Insolvency Event" is intended to replace and shall supersede and replace the definition of "Bankruptcy"
set forth in Sections 18-304 of the Act.
"Interest" shall mean the Sole Member's ownership interest in the Company, including, without
limitation, the right of the Sole Member to the profits and losses of the Company and to receive
distributions of the Company's assets, together with the obligations of the Sole Member to comply with all
the terms and provisions of this Agreement.
"Manager" shall mean the Manager and any other Person selected from time to time by the Sole Member
pursuant to Section 5.1 as a manager of the Company. The "Manager" shall be a manager of the Company within
the meaning of the Act.
"Mortgage Assets" shall have the meaning set forth in Section 1.5.
"Net Cash Flow" shall mean, as of any date, any and all amounts received by the Company on or before
such date (other than Capital Contributions), less (i) amounts previously distributed under Section 4.1, (ii)
unpaid costs and accrued expenses pursuant to Section 4.2 and any reasonable reserves therefor and (iii) all
other cash expenditures made by or on behalf of the Company.
"Outstanding Securities" shall have the meaning set forth in Section 5.1(c).
"Person" shall mean any individual, partnership, corporation, trust, limited liability company,
association, joint venture, estate, governmental entity or other legal person.
"Secretary" means the Secretary of State of the State of Delaware.
"Securities" shall have the meaning set forth in Section 1.5.
"Sole Member" shall have the meaning set forth in the preamble to this Agreement.
"Special Member" means, upon such Person's admission to the Company as a member of the Company
pursuant to Section 6.4, the Person acting as the Manager, in such Person's capacity as a member of the
Company. A Special Member shall only have the rights and duties expressly set forth in this Agreement. A
Special Member is not the "Sole Member" for purposes of this Agreement.
ARTICLE III
CAPITAL CONTRIBUTIONS
Section 3.1. Contributions. The Sole Member shall contribute concurrently with the execution of this
Agreement or has already contributed the property described in Exhibit B as its Capital Contribution to the
Company and shall from time to time contribute such other property as is described from time to time in the
Approved Company Agreements, as the same may be amended from time to time. Such contribution is an absolute
transfer and assignment of such property to the Company, without recourse or warranty. The Manager has not
made and shall not make any Capital Contributions to the Company.
Section 3.2. Additional Contributions. The Sole Member shall have no obligation to make additional
contributions after the date hereof, but may elect to do so from time to time.
ARTICLE IV
DISTRIBUTIONS
Section 4.1. Distributions of Net Cash Flow. Distributions of Net Cash Flow shall be made to the Sole
Member by the Manager at such times and in such amounts as determined by the Manager, acting alone, provided
such distributions are not prohibited by any agreement to which the Company is a party or the Act or other
applicable law. The Manager shall not receive any distribution of Net Cash Flow.
Section 4.2. Expenses of the Company. The Company shall pay all costs and expenses incurred in connection
with the Company's affairs (or shall reimburse the Manager for having incurred any such out-of-pocket
expenses), including, without limitation, all expenses of conducting the business of the Company.
ARTICLE V
MANAGEMENT
Section 5.1. Manager.
(a) The Manager shall not be a member of the Company and shall not own any Interest or any portion
thereof, or any other ownership interest in the Company, and, as such, shall not share in the distributions
of Net Cash Flow or the profits or losses of the Company. The Manager shall be (i) a special purpose entity
with at least two Independent Directors on its board of directors and (ii) selected by the Sole Member from
time to time or at such time as a vacancy for any reason shall occur, and shall serve until a successor is
selected or qualified. The Sole Member hereby selects GMSI as the initial Manager.
(b) The Manager, acting alone, without the approval or authorization of the Sole Member, shall have
full and exclusive management and control of the business of the Company, including, without limitation, the
power to appoint Persons to act on behalf of the Company, to hire employees and agents and appoint officers
and committees of the Company to perform such functions as from time to time shall be delegated to such
employees, agents, officers and committees by the Manager and to determine the compensation of any employees,
agents and officers of the Company or to delegate some or all compensation decisions to officers or employees
of the Company.
(c) There shall be no change of Manager without the prior confirmation from Xxxxx'x Investors
Service, Inc. and Standard & Poor's Rating Services that such change will not result in either a downgrade or
a withdrawal of the then current ratings of any outstanding securities issued by the Company or any
subsidiary of the Company (the "Outstanding Securities").
Section 5.2. Resignation. The Manager may resign at any time by giving written notice to the Sole Member;
provided that the Manager may resign only after a successor Manager meeting the requirements and having
similar restrictions in its certificate of incorporation or other charter documents set forth in Section 5.1
has been appointed, has executed a counterpart to this Agreement and has assumed the duties of the resigning
Manager and such resignation will not result in either a downgrade or a withdrawal of the then current
ratings of the Outstanding Securities.
Section 5.3. Removal. The Manager may be removed with or without cause by the Sole Member; provided that
the Sole Member shall not remove the Manager unless a successor manager meeting the requirements and having
similar restrictions in its certificate of incorporation or other charter documents set forth in Section 5.1
has been appointed, has executed a counterpart to this Agreement and has assumed the duties and obligations
of the removed Manager and such removal and succession will not result in either a downgrade or a withdrawal
of the then current ratings of the Outstanding Securities.
Section 5.4. Compensation. The Manager shall receive such compensation as shall from time to time be
determined by the Sole Member and shall be reimbursed by the Company for any reasonable out-of-pocket
expenses incurred by the Manager on behalf of the Company.
Section 5.5. Limitation on Actions
(a) Notwithstanding any other provision of this Agreement and, to the fullest extent permitted by
law, any provision of law that otherwise so empowers the Manager, the Manager shall not have the power or
authority, and shall not be authorized or empowered, without the prior written unanimous consent of all of
the directors of the Manager (including at least two Independent Directors) to cause the Company to do any of
the following:
(A) engage in any business or activity, including, without limitation, the incurrence of
any indebtedness, other than as contemplated by the Approved Company Agreements or amend, alter, change or
repeal Section 1.5 of this Agreement hereto or this Section 5.5.
(B) enter into any transaction with any GreenPoint Person.
(C) consolidate, merge or sell all or substantially all of the Company's assets, except as
set forth in Article IX, unless (A) the entity (other than the Company) formed or surviving the consolidation
or merger or which acquires the properties and assets of the Company, is organized and existing under the
laws of the State of Delaware, expressly assumes the due and punctual payment of, and all obligations of the
Company, (B) immediately after giving effect to the transaction, no default or event of default has occurred
and is continuing under any indebtedness of the Company or any agreements relating to such indebtedness, (C)
the Company receives written confirmation from each rating agency that ratify any Outstanding Securities that
such merger or consolidation will not result in the downgrade or withdrawal of the rating then assigned to
any Securities then rated by such rating agency, and (D) permitted by or in compliance with the provisions of
the Approved Company Agreements.
(D) dissolve or liquidate, , in whole or in part, except as set forth in Article IX, file a
voluntary petition that commences a case under Title 11 of the United States Code (or any successor statutes)
with respect to the Company, or consent to the institution of bankruptcy or insolvency proceedings against
the Company or file a petition seeking, or consent to, relief under any applicable Federal or state law
relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Company or a substantial part of the property of the Company,
or make any assignment for the benefit of creditors, or admit in writing its inability to pay the debts of
the Company generally as they become due, or take action in furtherance of any of the foregoing.
(E) issue, assume or guarantee any debt securities or undertake any direct or indirect debt
obligations of any kind other than (i) indebtedness contemplated by the Approved Company Agreements and the
performance of its obligations under the Approved Company Agreements; and (ii) indebtedness incurred in the
ordinary course of the business of the Company; provided, however, that the Company shall not issue, assume
or guarantee any debt or other liability (regardless of Manager approval) unless such debt or other liability
will not result in the downgrade or withdrawal of the rating then assigned to any Outstanding Securities then
rated by any rating agency.
(b) No Manager nor any director of the Manager pursuant to the requirements of this Section 5.5
shall, with regard to any matter described in this Section 5.5, owe a fiduciary duty or other obligation to
the Sole Member (except as may specifically be required by any applicable law); instead, such Manager or
director's fiduciary duty and other obligations with regard to any matter described in this Section 5.5
shall, to the fullest extent permitted by law, be owed to the Company including, without limitation, the
Company's creditors. Every member of the Company shall be deemed to have consented to the foregoing by
virtue of such member's acceptance of interests therein, and no further act or deed of any member of the
Company shall be required to evidence such consent. In addition, no Independent Director of the Manager may
be removed unless his or her successor has been duly elected.
(c) No election shall be made by the Manager or any other person to classify the Company as an
association taxable as a corporation pursuant to ss. 301.7701-3 of the Treasury regulations.
Section 5.6. Amendment to Certificate of Formation. Without the affirmative vote of each member of the
Manager's Board of Directors, including, without limitation, the affirmative vote of the Independent
Directors of the Manager, and prior notice to Xxxxx'x Investors Service, Inc. and Standard & Poor's Rating
Services, the Company shall not amend either this Agreement or the Company's Certificate of Formation, as
amended or restated from time to time.
Section 5.7. Binding Authority. Only the Manager or its delegates pursuant to Section 5.1 shall have the
power and authority (subject to the terms and conditions of this Agreement) to bind the Company.
Section 5.8. Company Separateness. In addition to the foregoing, the Manager shall conduct the affairs of
the Company in the following manner so that:
(i) the Company will observe all limited liability company formalities and will maintain
separate bank accounts, company records, books of account and financial statements and shall maintain its
books, records, resolutions and agreements as official records;
(ii) the Company will pay from its funds and assets all obligations and indebtedness
incurred by it; provided that the organizational expenses of the Company may be initially paid by Affiliates
of the Company so long as they are promptly reimbursed by the Company;
(iii) the Company's assets shall not be commingled with those of any other entity except as
permitted by the Approved Company Agreements; provided, that such restriction shall not preclude the Company
from repaying indebtedness or making distributions to any member of the Company, so long as all such
transactions are properly reflected on the books and records of the Company;
(iv) if the Company maintains offices in the office of any Affiliate of the Company, the
Company shall pay fair market rent for any such office space of such Affiliate;
(v) the Company shall maintain an arm's length relationship with its Affiliates;
(vi) the Company shall not guarantee or become obligated for the debts of any other entity
or hold out its credit as being available to satisfy the obligations of others except as may be required in
connection with conducting its business in accordance with Section 1.5;
(vii) the Company shall not acquire obligations or securities of its Affiliates except in
connection with conducting its business in accordance with Section 1.5;
(viii) the Company shall use separate stationery, invoices, and checks;
(ix) the Company shall not pledge its assets for the benefit of any other entity or make any
loans or advances to any entity except as contemplated by the Approved Company Agreements;
(x) the Company shall hold itself out as a separate entity and the Company shall correct
any known misunderstanding regarding its separate entity;
(xi) the Company shall maintain adequate capital in light of its contemplated business
operations;
(xii) the Company shall not identify itself or any of its Affiliates as a division or part of
the other; and
(xiii) the Company shall conduct its own business in its own name.
ARTICLE VI
OBLIGATIONS AND/OR RIGHTS OF THE SOLE MEMBER AND MANAGER
Section 6.1. Liability of the Sole Member and Manager. Neither the Sole Member nor the Manager shall be
personally liable for any of the debts, liabilities, contracts or other obligations of the Company solely by
reason of being the Sole Member or Manager of the Company.
Section 6.2. No Management Responsibility. The Sole Member, in such capacity, shall not take part in the
management of the business or the affairs, or transact any business for, the Company, except to the extent
that its approval or consent is expressly required under this Agreement for the taking of any actions by or
on behalf of the Company or of the Manager.
Section 6.3. No Authority to Act. The Sole Member shall not have the authority to act on behalf of or bind
the Company in such capacity.
Section 6.4. Special Member. Upon the occurrence of any event that causes the Sole Member to cease to be a
member of the Company (other than (i) upon an assignment by the Sole Member of all of its limited liability
company interest in the Company and the admission of the transferee pursuant to Article VIII, or (ii) the
resignation of the member and the admission of an additional member of the Company pursuant to Article VIII),
the Person acting as the Manager pursuant to Section 5.1 shall, without any action of any Person and
simultaneously with the Sole Member's ceasing to be a member of the Company, automatically be admitted to the
Company as a Special Member and shall continue the Company without dissolution. The Special Member may not
resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has
been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such
successor has also accepted its appointment as Manager pursuant to Section 5.1. The Special Member shall be
a member of the Company that has no interest in the profits, losses and capital of the Company and has no
right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, the Special
Member shall not be required to make any capital contributions to the Company and shall not receive a limited
liability company interest in the Company. The Special Member, in its capacity as Special Member, may not
bind the Company. Except as required by any mandatory provision of the Act, the Special Member, in its
capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or
matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of
the Company. In order to implement the admission to the Company of the Special Member, the Person acting as
the Manager pursuant to Section 5.1 shall execute a counterpart to this Agreement. Prior to its admission to
the Company as Special Member, the Person acting as the Manager pursuant to Section 5.1 shall not be a member
of the Company.
ARTICLE VII
INDEMNIFICATION
Section 7.1. Exculpation and Indemnification of the Sole Member and Manager.
(a) No Indemnified Party shall be liable to the Company for any loss, damage or claim incurred by
reason of any act or omission performed or omitted by such Indemnified Party in connection with any matter
arising from, or related to, or in connection with this Agreement or the Company's business or affairs;
provided, however, that the foregoing shall not eliminate or limit the liability of any Indemnified Party if
a judgment or other final adjudication adverse to the Indemnified Party establishes that the Indemnified
Party's acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law
or that the Indemnified Party personally gained in fact a financial profit or other advantage to which the
Indemnified Party was not legally entitled.
(b) The Company shall, to the fullest extent permitted by the Act, indemnify and hold harmless each
Indemnified Party against any losses, claims, damages or liabilities to which the Indemnified Party may
become subject in connection with any matter arising from, related to, or in connection with, this Agreement
or the Company's business or affairs; provided, however, that no indemnification may be made to or on behalf
of any Indemnified Party if a judgment or other final adjudication adverse to the Indemnified Party
establishes (i) that the Indemnified Party's acts or omissions giving rise to such losses, claims, damages or
liabilities were committed in bad faith or involved intentional misconduct or knowing violation of law and
were material to the cause of action so adjudicated or (ii) that the Indemnified Party personally gained in
fact a financial profit or other advantage to which the Indemnified Party was not legally entitled; provided,
further, that such indemnification shall be subject to the terms of, and shall be subordinate to the
obligations payable under the Approved Company Agreements.
(c) To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by
an Indemnified Party defending any claim, demand, action, suit or proceeding shall, from time to time, be
advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon
receipt by the Company of an undertaking by or on behalf of the Indemnified Party to repay such amount if it
shall be determined that the Indemnified Party is not entitled to be indemnified as authorized in this
Section 7.1.
(d) Notwithstanding anything else contained in this Agreement, the indemnity obligations of the
Company under paragraph (b), above, shall:
(i) be in addition to any liability that the Company may otherwise have;
(ii) inure to the benefit of the successors, assigns, heirs and personal representatives of each
Indemnified Party, and
(iii) be limited to the assets of the Company.
(e) This Article VII shall survive any termination of this Agreement and the dissolution of the
Company.
ARTICLE VIII
TRANSFERABILITY OF SOLE MEMBER'S INTERESTS
Section 8.1. Restriction on Transfer. The Sole Member may not transfer its Interest unless such transfer is
involuntary or by operation of law, is not prohibited by any of the Approved Company Agreements, does not
cause the total number of beneficial owners of Interests to exceed ninety-nine (99) and does not cause the
assets of the Company to be considered "plan assets" for purposes of the Employee Retirement Income Security
Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended.
Section 8.2. Transfer for Security. The Sole Member may not pledge, mortgage or otherwise hypothecate all
or any part of its right, title and interest in cash distributions to be received from the Company, except as
provided by the Approved Company Agreements.
Section 8.3. Substitute Member. If the Sole Member assigns all or any part of its Interest pursuant to
Section 8.1, the assignee shall be admitted to the Company as a member of the Company upon the assignee's
obtaining the consent of the Manager to such admission and the assignee's executing a counterpart of this
Agreement, provided that prior notice is given to Xxxxx'x Investors Service, Inc. and Standard & Poor's
Ratings Services of any transfer. If the Sole Member assigns all of its interest pursuant to Section 8.1,
the Sole Member shall cease to be a member of the Company immediately after the admission of the assignee to
the Company as member of the Company and the Company shall be continued without dissolution.
Section 8.4. Resignation. Other than as set forth in Section 8.1, the Sole Member shall not resign from the
Company.
ARTICLE IX
DISSOLUTION AND LIQUIDATION
Section 9.1. Dissolution. The Company shall be dissolved and its affairs shall be wound up solely upon the
occurrence of any of the following events; provided, however, to the fullest extent permitted by law, that
the Company may not dissolve so long as there are any Outstanding Securities:
(a) the happening of any event that makes it unlawful to carry on the business of the Company;
(b) judicial dissolution pursuant to the Act;
(c) at any time there are no members of the Company, unless the Company is continued without
dissolution in accordance with the Act or Section 9.2 below; or
(d) subject to the requirements of the Approved Company Agreements, the Company is dissolved by the
Manager with the unanimous written consent of its entire board of directors (including at least two
Independent Directors). To the fullest extent permitted by law, the Sole Member shall not have the power or
authority, acting alone, to dissolve the Company and wind up its affairs.
Section 9.2. Continuation of Company. Notwithstanding any other provision of this Agreement, the occurrence
of an Insolvency Event with respect to the Sole Member shall not cause the Sole 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. In the event of an Insolvency Event with respect to the Sole Member or the occurrence
of any other event that causes the Sole Member to cease to be a member of the Company at a time when the Sole
Member is the only member of the Company, the Special Member shall become a member of the Company pursuant to
Section 6.4. Upon such admission, the Company shall be continued without dissolution.
Section 9.3. Winding Up and Liquidation of the Company . Upon dissolution, the Company shall continue
solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets and satisfying
the claims of creditors and the Sole Member. Upon dissolution, a full accounting of the assets and
liabilities of the Company shall be taken, and the Company assets shall be distributed as promptly as
possible as hereinafter provided:
(a) first, to the satisfaction (or the making of reasonable provision for the satisfaction) of such
debts and liabilities of the Company (or reserves therefor), including any necessary expenses of liquidation,
except any debts, liabilities and loans that may be due to the Sole Member, in the order of priority as
provided by law; and
(b) second, to the satisfaction (or the making of reasonable provision for the satisfaction) of any
debts and liabilities that may be due to the Sole Member and to the satisfaction (or the making of reasonable
provision for the satisfaction) of the unpaid principal balance and the interest accrued thereon on loans, if
any, made by the Sole Member to the Company.
All of the remaining assets of the Company shall be distributed to the Sole Member.
ARTICLE X
POWER OF ATTORNEY
Section 10.1. Manager as Attorney-In-Fact. The Sole Member hereby makes, constitutes, and appoints
the Manager with full power of substitution and resubstitution, its true and lawful attorney-in-fact for it
and in its name, place, and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear
to, file, and record (a) all limited liability company certificates, assumed name or similar certificates,
and other certificates and instruments (including counterparts of this Agreement) which the Manager deems
necessary in its reasonable discretion to be filed by the Company under the laws of the State of Delaware or
any other state or jurisdiction in which the Company is doing business; (b) any and all amendments or changes
to the instruments described in clause (a), as now or hereafter amended, which the Manager may deem necessary
in its reasonable discretion to effect a change or modification of the Company in accordance with the terms
of this Agreement, including, without limitation, amendments or changes to reflect any amendments adopted by
the Sole Member in accordance with the terms of this Agreement; (c) all certificates of cancellation and
other instruments which the Manager deems necessary in its reasonable discretion to effect the dissolution
and termination of the Company pursuant to the terms of this Agreement; and (d) any other instrument which is
now or may hereafter be required by law to be filed on behalf of the Company or is deemed necessary by the
Manager in its reasonable discretion to carry out fully the provisions of this Agreement in accordance with
its terms, in each case, however, subject to the provisions of Section 5.5. The Sole Member authorizes such
attorney-in-fact to take any further action which such attorney-in-fact shall reasonably consider necessary
in connection with any of the foregoing, hereby giving such attorney-in-fact full power and authority to do
so and perform each and every act or thing whatsoever requisite or advisable to be done in connection with
the foregoing as fully as the Sole Member might or could do personally, and hereby ratifying and confirming
all that any such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereof.
Section 10.2. Nature of Special Power. The power of attorney granted pursuant to this Article X:
(a) is a special power of attorney coupled with an interest and is irrevocable;
(b) may be exercised by such attorney-in-fact by executing any agreement, certificate, instrument
or other document with the single signature of any authorized officer of such attorney-in-fact for the Sole
Member; and
(c) shall not be affected by and shall survive the bankruptcy, insolvency, dissolution, disability,
incapacity or cessation of existence of the Sole Member and shall survive the delivery of an assignment by
the Sole Member of its interest in the Company, except that where an assignee of the Sole Member is admitted
as a substituted member, the power of attorney shall survive the delivery of such assignment for the sole
purpose of enabling any such attorney-in-fact to effect such substitution.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.1. Notices. Any notices or communications hereunder shall be in writing, and may be
either delivered personally (which shall include deliveries by courier), by facsimile transmission or mailed,
postage prepaid, by certified or registered mail, return receipt requested, directed to the parties at their
respective addresses or fax numbers set forth in Exhibit A. Any party hereto may designate a different
address to which notices and demands shall thereafter be directed by written notice given in the same manner
and directed to the Company at is office hereinabove set forth.
Section 11.2. Amendments. Subject to Section 5.5 and Section 5.6, this Agreement shall be amended
only by the written consent of the Sole Member and the Manager.
Section 11.3. Headings. The headings of the various Articles and Sections herein are for the
convenience of reference only and shall not define or limit any of the terms or provisions hereof.
Section 11.4. Severability. If any one or more of the provisions or terms of this Agreement shall be
for any reason whatsoever held invalid, then such provisions or terms shall be deemed severable from the
remaining provisions or terms of this Agreement and shall in no way affect the validity or enforceability of
the other provisions of this Agreement.
Section 11.5. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 11.6. Counterparts. This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such counterparts
together constitute one and the same instrument.
Section 11.7. Effect of Agreement. This Agreement shall be binding upon and inure to the benefit of
the parties hereto, and their respective successors and assigns.
Section 11.8. Integration. This Agreement constitutes the entire agreement among the parties
pertaining to the subject matter thereof and supersedes all prior agreements and understandings and
contemporaneous agreements and understandings pertaining thereto.
Section 11.9. Enforceability. Notwithstanding any other provision of this Agreement, the Sole Member agrees that
this Agreement constitutes a legal, valid and binding agreement of the Sole Member, and is enforceable
against the Sole Member by the Manager and the Independent Directors, in accordance with its terms. In
addition, the Independent Directors shall be intended beneficiaries of this Agreement.
IN WITNESS WHEREOF, this Limited Liability Company Operating Agreement has been executed as of the
date first above written.
GREENPOINT MORTGAGE FUNDING, INC.,
as Sole Member
By:_____________________________________________________________________
Name: Xxxxx Xxxxxxx
Title: Executive Vice President
GREENPOINT MORTGAGE SECURITIES INC.
as Manager
By:_____________________________________________________________________
Name: Xxxxxx Xxxxxx
Title: Vice President
EXHIBIT A
ADDRESSES OF THE SOLE MEMBER AND THE MANAGER
Address:
Sole Member: GreenPoint Mortgage Funding, Inc.
000 Xxxx Xxxxxx Xxxxx, Xxxxxxxx #00000
Xxxxxx, Xxxxxxxxxx 00000
Manager: GreenPoint Mortgage Securities Inc.
000 Xxxx Xxxxxx Xxxxx, Xxxxxxxx #00000
Xxxxxx, Xxxxxxxxxx 00000
EXHIBIT B
CAPITAL CONTRIBUTION OF SOLE MEMBER
1. Cash in the amount of $1,000.00.