EX-10.78.01
LIMITED LIABILITY COMPANY AGREEMENT
OF
BRE/SW PORTFOLIO LLC
THIS LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") is made and entered
into as of the 15th day of January, 2010, by and between EMERITUS CORPORATION,
a Washington corporation ("ESC"), CPDF II, LLC, a Washington limited liability
company ("Columbia", ESC and Columbia are sometimes herein collectively called
the "CP Group") and BRE/SW Member LLC, a Delaware limited liability company
("BREA").
UUUUR E C I T A L S
A.
ESC, Columbia and BREA (together with any other person or entity
admitted to the Company as a member of the Company, in accordance with the terms
of this Agreement, are herein each called a "Member" and are collectively called
the "Members") have formed BRE/SW Portfolio LLC as a limited liability company
(the "Company"), pursuant to the provisions of the Delaware Limited Liability
Company Act, 6 Del. C. § 18-101 et seq., as the same may be amended from time to
time (the "Act"); and
B.
The parties deem a limited liability company agreement to be
necessary and advisable to set out their agreement as to the conduct of business
and the affairs of the Company, and desire to enter into this Agreement.
NOW THEREFORE, the parties hereby agree as follows:
ARTICLE I
0B0B0B0B0B0BUUUUFORMATION AND PURPOSE OF
COMPANY; DEFINITIONS
.
Section 1.1. 11B11B11B11B11B11BUUUUFormation
.UUUU
As of the date of this Agreement, the Company has been formed by the
filing of a certificate of formation with the Secretary of State of the State of
Delaware (the "Certificate").
The Company shall be operated as a limited
liability company under the Act, subject to the provisions set forth in this
Agreement.
BREA or its attorney is hereby designated as an authorized person,
within the meaning of the Act, to execute, deliver and file any amendments
and/or restatements of the Certificate and any other certificates necessary for
the Company to qualify to do business in a jurisdiction in which the Company may
wish to conduct business.
The execution by BREA or its attorney of any of the
foregoing certificates (and any amendments and/or restatements thereof) shall be
sufficient.
Section 1.2. 12B12B12B12B12B12BUUUUName
.UUUU
The Company's business shall be conducted solely under the name of
"BRE/SW Portfolio LLC."
Section 1.3. 13B13B13B13B13B13BUUUUTerm
.UUUU
The term of the Company shall be from the date hereof until the Company
is dissolved as hereinafter provided.
Section 1.4. 14B14B14B14B14B14BUUUUPurpose
.UUUU
The purpose of the Company shall be to acquire, own, manage, operate,
lease, maintain, market, finance, sell and otherwise use the Properties (as
hereinafter defined) for profit and to exercise all powers enumerated in the Act
necessary or convenient to the conduct, promotion or attainment of the business
or purpose related thereto.
The business of the Company may be conducted
directly by the Company or through direct or indirect
subsidiaries of the Company (each a "Company Subsidiary" and collectively, the
"Company Subsidiaries ").
Section 1.5. 15B15B15B15B15B15BUUUURegistered Office; Registered Agent;
Principal Office
.UUUU
The Company shall maintain a registered office at c/o Corporation Service
Company