and Company
Subsidiaries and to liquidate their respective investments.
The Members shall
continue to share profits, losses, gain or loss on sale or disposition, and
Distributable Cash during the period of liquidation in the same manner and
proportion as though the Company had not dissolved (subject, however, to any
adjustments hereunder that may apply whether by reason of Section 7.2A(4) or
otherwise).
Subject to the prior written approval of BREA, which approval shall
not be unreasonably withheld, conditioned or delayed, the Winding-Up Member
shall have discretion to determine in good faith the time, manner and terms of
any sale or sales of the assets of the Company and the Company
31
Subsidiaries pursuant to such liquidation having due regard to the activity and
condition of the relevant market and general financial and economic conditions.
A. 143B143B143B143B143B143BFollowing the satisfaction of all debts and
liabilities of the Company and the Company Subsidiaries and all expenses of
liquidation (whether by payment or the making of reasonable provision for
payment thereof), the proceeds of the liquidation and any other funds of the
Company shall be distributed in accordance with Section 5.1 of Exhibit "G" (the
"Tax Exhibit") (after deducting from the distributive share of a Member any sum
such Member owes the Company).
B. 144B144B144B144B144B144BEach Member shall look solely to the assets of the
Company for all distributions with respect to the Company and its capital
contribution thereto and share of profits or losses thereof and shall have no
recourse therefor (in the event of any deficit in a Member's capital account or
otherwise) against any other Member; provided that nothing herein contained
shall relieve any Member of such Member's obligation to make the capital
contributions herein provided or to pay any liability or indebtedness owing the
Company by such Member, and the Company and the other Members shall be entitled
at all times to enforce such obligations of such Member.
No holder of a Company
interest shall have any right to demand or receive property other than cash upon
dissolution of the Company.
C. 145B145B145B145B145B145BUpon the completion of the winding up of the Company
and the distribution of all Company funds, the Winding-Up Member shall have the
authority to execute and record a certificate of cancellation of the certificate
of formation of the Company, as well as any and all other documents required to
effectuate the dissolution and termination of the Company, and the Company shall
terminate.
ARTICLE IX
8B8B8B8B8B8BUUUUCERTAIN
INCORPORATED MATTERS
.
Section 9.1. 60B60B60B60B60B60BUUUUTax and Accounting
.UUUU
Each and all of the provisions of the Tax Exhibit are incorporated herein
and shall constitute part of this Agreement.
The Tax Exhibit provides for,
among other matters, the establishment and maintenance of capital accounts, and
the allocation of profits and losses of the Company.
ARTICLE X
9B9B9B9B9B9BUUUURIGHT OF FIRST
OPPORTUNITYUUUU.
Section 10.1. 61B61B61B61B61B61BUUUURight of First Opportunity
.UUUU
In the event that BREA desires to (i) cause the Company to sell one or
more Properties but not more than 25 Properties whether directly