be a waiver of any other breach of any kind or nature, and no
acceptance of payment or performance by a Member or the Company after any such
breach shall be deemed to be a waiver of any breach of this Agreement, whether
or not such Member or the Company knows of such breach at the time it accepts
such payment or performance.
No failure or delay on the part of a Member or the
Company to exercise any right it may have shall prevent the exercise thereof by
such Member or the Company at any time such other may continue to be so in
default, and no such failure or delay shall operate as a waiver of any default.
30
Section 7.8. 57B57B57B57B57B57BUUUUNo Suretyship Defenses
.UUUU
Each Member hereby waives any guarantor or suretyship defense that may
otherwise apply with respect to this Agreement (including Sections 4.4, 5.7, and
7.2C(2)).
ARTICLE VIII
7B7B7B7B7B7BUUUUDISSOLUTION OF
THE COMPANY
.
Section 8.1. 58B58B58B58B58B58BUUUUEvents Giving Rise to Dissolution
.UUUU
No act, thing, occurrence, event or circumstance shall cause or result in
the dissolution of the Company; except that the happening of any one of the
following events (individually, a "Dissolution Event") shall work an immediate
dissolution of the Company.
A. 137B137B137B137B137B137BIntentionally deleted.
B. 138B138B138B138B138B138BIntentionally deleted.
C. 139B139B139B139B139B139BThe sale of all of the real estate assets of the
Company and each Company Subsidiary (provided, however, that if a portion of the
purchase price of such sale is evidenced by a promissory note, the Company shall
not be dissolved by reason of such sale so long as the Company or a Company
Subsidiary is the holder of such promissory note).
D. 140B140B140B140B140B140BThe agreement in writing by BREA and ESC to dissolve
the Company.
E. 141B141B141B141B141B141BThe entry of a decree of judicial dissolution of the
Company under Section 18-802 of the Act.
F. 142B142B142B142B142B142BThe occurrence of the event described in Section 2.6.
Without limitation on the other provisions hereof, the resignation, expulsion or
dissolution of any Member, the occurrence of a Bankruptcy/Dissolution Event with
respect to a Member, the assignment of all or any part of a Member's interest in
the Company, the occurrence of any event that terminates the continued
membership of a Member under the Act or the admission of a new Member shall not
dissolve the Company and the business of the Company shall continue.
Except as
otherwise provided in this Agreement:
(i) without the consent of the Members,
no Member may retire or withdraw from the Company; and (ii) a withdrawing Member
shall not be entitled to receive any distributions and shall not otherwise be
entitled to receive the fair value of its membership interest in the Company.
Section 8.2. 59B59B59B59B59B59BUUUUProcedure
.UUUU
In the event of the dissolution of the Company for any reason, the
"Winding-Up Member" (i.e., (1) BREA if BREA gives the Members written notice of
its election to be the Winding-Up Member, and (2) otherwise the Administrative
Member) shall commence to wind up the affairs of the Company