without the consent of any other member convert one or more Company Subsidiaries
into
real estate investment trusts (each a "REIT") and thereafter, the
Company's business shall be conducted in such a manner as to permit each such
REIT at all times to be qualified as a REIT for federal income tax purposes
(including refraining from taking actions inconsistent with such qualification),
including the creation of taxable REIT subsidiaries, execution of operating
leases between Company Subsidiaries and such taxable REIT subsidiaries.
Section 11.5. 73B73B73B73B73B73BUUUUConstruction
.UUUU
Every covenant, term, and provision of this Agreement shall be construed
simply according to its fair meaning and not strictly for or against any Member
(notwithstanding any rule of law requiring an Agreement to be strictly construed
against the drafting party).
42
Section 11.6. 74B74B74B74B74B74BUUUUTime is of the Essence
.UUUU
Subject to Section 11.15, time is of the essence with respect to this
Agreement.
Section 11.7. 75B75B75B75B75B75BUUUUEntire Agreement
.UUUU
This Agreement constitutes the entire agreement between the
parties.
This Agreement supersedes any prior agreement or understandings
between the parties.
Section 11.8. 76B76B76B76B76B76BUUUUAmendments
.UUUU
This Agreement may be amended only by written agreement of amendment
executed and delivered by each of the
Members, provided Columbia's agreement to
such amendments shall not be unreasonably withheld, conditioned or
delayed.
Notwithstanding the foregoing, the Members agree to execute and
acknowledge any amendments and/or restatements to this Agreement contemplated by
Section 2.6 of the Purchase Agreement, in such form and content as required by
the Purchase Agreement or as the Members otherwise agree.
Section 11.9. 77B77B77B77B77B77BUUUUGoverning Law
.UUUU
This Agreement and the rights of the parties hereunder shall be governed
by and interpreted in accordance with the laws of the State of Delaware (without
regard to conflicts of laws).
Subject to Section 7.3, each of the parties
hereto irrevocably and unconditionally agrees (1) to be subject to the exclusive
jurisdiction of the courts of the State of Delaware and of the federal courts
sitting in the State of Delaware, and (2)(a) to the extent such party is not
otherwise subject to service of process in the State of Delaware, to appoint and
maintain an agent in the State of Delaware as such party's agent for acceptance
of legal process and notify the other party or parties hereto of the name and
address of such agent, and (b) that service of process may, to the fullest
extent permitted by law, also be made on such party by prepaid certified mail
with a proof of mailing receipt validated by the United States Postal Service
constituting evidence of valid service, and that service made pursuant to (2)(a)
or (b) above shall, to the fullest extent permitted by law, have the same legal
force and effect as if served upon such party within the State of Delaware.
Section 11.10. 78B78B78B78B78B78BUUUUSuccessors and Assigns
.UUUU
Except as herein otherwise specifically provided, this Agreement shall be
binding upon and inure to the benefit of the parties and their legal
representatives, successors and assigns.
Section 11.11. 79B79B79B79B79B79BUUUUCaptions