to
indirect Transfers of its interests in the Company, to any other person or
entity, so long as following such transfer, Columbia remains an Affiliate of
Columbia Pacific.
Notwithstanding the foregoing, if BREA exercises its rights
under Section 5.1(C) with respect to implementing a Major Decision described in
Sections 5.1(B)(6), (8), (15), (16), (19), (20), (21), (23) or (24) and Columbia
provides notice to BREA that it is in disagreement with respect thereto, BREA
shall not unreasonably withhold, condition or delay its consent to a Transfer of
Columbia's interests.
Columbia represents that as of the date of this
Agreement, Columbia is an Affiliate of Columbia Pacific.
E. 132B132B132B132B132B132BNo Transfer in violation of the provisions hereof
shall be valid or effective for any purpose, and no consent to one or more of
the same shall be deemed consent to any other of the same.
Section 6.2. 49B49B49B49B49B49BUUUUEffect of Assignment; Documents
.UUUU
In the event of any Transfer permitted hereunder of a direct interest in
the Company, subject to Article VIII, the Company shall not be dissolved but
instead shall continue as before, with, however, the addition or substitution of
such transferee or assignee as a Member of the Company.
No such Transfer shall
relieve the assignor from any of its obligations under this
Agreement.
Notwithstanding the foregoing, as a condition to any such Transfer
by a Member of a direct interest in the Company, the assignee must execute and
deliver to the Company an assumption (in form reasonably satisfactory to the
non-assigning members) of all the obligations of the assignor under this
Agreement arising from and after the date of such assignment.
Upon execution
and delivery of such assumption, the Members shall execute a document in form
reasonably satisfactory to all Members evidencing the admission of such
transferee.
ARTICLE VII
6B6B6B6B6B6BUUUUCERTAIN REMEDIES
.
Section 7.1. 50B50B50B50B50B50BUUUUIntentionally Omitted
.
Section 7.2. 51B51B51B51B51B51BUUUUTermination of Administrative Member Rights
.
A. 133B133B133B133B133B133BUUUUTermination Notice
.UUUU
BREA may deliver a termination notice to ESC ("Termination Notice ")
removing ESC as Administrative Member upon the occurrence of any of the
following events:
(1) 194B194B194B194B194B194BAny gross negligence or willful misconduct by ESC or
any of its Affiliates related to the Properties.
(2) 195B195B195B195B195B195BAny material breach of this Agreement or any
Collateral Agreement (including, but not limited to, any Management Agreement)
by ESC or any of its Affiliates
27
(including the failure to timely make a required contribution under Article III
or a breach of Article VI or a breach of a representation or warranty by ESC or
its Affiliates hereunder or under a Collateral Agreement) which is not cured
within the Cure Period (or, without limitation on the foregoing, the Company,
any Company Subsidiary, or any Member has not been made whole prior to the
expiration of the Cure Period).
(3) 196B196B196B196B196B196BThe failure by ESC to provide reasonably effective
management of the Company, each Company Subsidiary, and their respective Company
assets in its capacity as Administrative Member pursuant to Article V hereof in
a manner substantially consistent with