Company to its
officers, directors, employees, agents, legal counsel, accountants, other
professional advisors, limited partners, members and Affiliates, or to
prospective or existing investors of such Member or its Affiliates, prospective
or existing lenders to such Member or its Affiliates, or prospective purchasers
of such Member's interests in the Company, provided any such prospective
purchasers shall agree to treat such information confidentially in accordance
with this Agreement.
The provisions of this Section shall survive the
termination of the Company.
Notwithstanding anything to the contrary provided
elsewhere herein,
any party to this Agreement (and any employee,
representative, or other agent of any party to this Agreement) may disclose to
any and all persons, without limitation of any kind, (x) the tax treatment and
tax structure of the transactions contemplated by this Agreement and all
materials of any kind (including opinions or other tax
44
analyses) that are provided to it relating to such tax treatment and tax
structure (however, any such information relating to the tax treatment or tax
structure is required to be kept confidential to the extent necessary to comply
with any applicable federal or state securities law) or (y) any other
information to the extent necessary to comply with an order of a court of
competent jurisdiction, applicable federal or state securities laws or other
applicable laws or in connection with the required accounting for a Member's
interest in the Company under generally accepted accounting principles.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first above written.
[Remainder of page intentionally left blank; signatures follow]
45
BREA's Signature Page for Limited Liability Company Agreement
for BRE/SW Portfolio LLC
effective as of the date and year first above written
UUUUBREAUUUU:
BRE/SW MEMBER LLC,
a Delaware limited liability company
By:
_/s/ David Roth______________
Name:
David Roth ________________________
Title:
Managing Director__________________
UUUUAddressUUUU:
c/o The Blackstone Group
345 Park Avenue
New York, New York
10154
Attention:
Mr. David Roth
Telephone:
(212) 583-5885
Facsimile:
(212) 583-5202
UUUUWith Copy ToUUUU:
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Attention:
Gregory J. Ressa
Telephone:
(212) 455-7430
Facsimile:
(312) 455-2502
ESC's Signature Page for Limited Liability Company Agreement
for BRE/SW Portfolio LLC
effective as of the date and year first above written
UUUUESCUUUU:
EMERITUS CORPORATION,
a Washington corporation
By:
/s/ Eric Mendelsohn _
Name:
Eric Mendelsohn
Title:
SVP Corporate Development
UUUUAddressUUUU:
3131 Elliott Avenue, Suite
Seattle, Washington
98121
Attention:
Eric Mendelsohn
Telephone:
(206) 301-4493
Facsimile:
(206) 357-7388
UUUUWith Copy toUUUU:
Riddell Williams P.S.
1001 Fourth Avenue, Suite 4500
Seattle, WA 98154
Attention: David D. Buck
Telephone:
(206) 389-1581
Facsimile:
(206) 389-1708
Columbia's Signature Page for Limited Liability Company Agreement
for BRE/SW Portfolio LLC
effective as of the date and year first above written
UUUUCOLUMBIAUUUU:
CPDF II, LLC,
a Washington limited liability company
By:
Columbia Pacific Advisors LLC, a Washington limited liability
company, its manager
By:
/s/ Alexander Washburn _
Name:
Alexander Washburn
Title:
Manager
UUUUAddressUUUU:
c/o Columbia Pacific Management, Inc.
1910 Fairview