Common use of CalSTRS Counsel Clause in Contracts

CalSTRS Counsel. 8.18.1 The parties acknowledge and agree that Xxx, Castle & Xxxxxxxxx LLP (“CalSTRS Counsel”) has represented and will represent only CalSTRS and CNP Investor in connection with this Agreement, the acquisition and ownership of the Mezzanine Loans by CNP Investor, the Conversion and the Conversion Documents (the “CalSTRS Matters”). As part of the CalSTRS Matters, CalSTRS Counsel will represent CalSTRS in its capacity as the owner of CNP Investor in connection with the acquisition of the Mezzanine Loans and the enforcement of the Lender’s rights and remedies under the Mezzanine Loan Documents, including without limitation, if necessary, the appointment of a receiver and foreclosure. CalSTRS Counsel does not and will not represent any of the TPG Parties or any of their Constituents in connection with the CalSTRS Matters. Further, no attorney/client, trust, confidential or other special relationship exists or will exist between CalSTRS Counsel, on one hand, and the TPG Parties or any of their Constituents, on the other hand, in connection with the CalSTRS Matters, and CalSTRS Counsel shall have no duties to the TPG Parties or any of their Constituents in connection with the CalSTRS Matters. 8.18.2 The parties further acknowledge and agree that one or more of the TPG Parties may have in the past, and may in the future, engage CalSTRS Counsel for advice or representation on matters not related to the CalSTRS Matters including, without limitation, matters related to the ownership, operation and financing of the Project with unrelated parties (the “Venture Matters”). CalSTRS Counsel’s sole client in the Venture Matters will be the applicable TPG Party. Each of the TPG Parties, on its own behalf and on behalf of its Constituents consents to CalSTRS Counsel’s representation of any of the TPG Parties and acknowledges and agrees that, in the Venture Matters, CalSTRS Counsel is not representing any party other than the applicable TPG Party. Thus, no lawyer-client, trust, confidential or other special relationship will exist between CalSTRS Counsel and any such party other than the applicable TPG Party in connection with the Venture Matters. Nothing in this Section 8.18 shall prohibit CalSTRS Counsel from representing TPG/CalSTRS and the Title Holding Subsidiaries with respect to the ownership and operation of the Project and, with the sole exception of the Mezzanine Loans during the period when CNP Investor owns the Mezzanine Loans, its financing. 8.18.3 CalSTRS and the TPG Parties, each on its own behalf and on behalf of its Constituents, agree that CalSTRS Counsel may concurrently represent CalSTRS in its capacity as the holder of the Mezzanine Loans in connection with the CalSTRS Matters and TPG/CalSTRS in connection with Venture Matters. CalSTRS and the TPG Parties, each on its own behalf and on behalf of its Constituents, waives and releases any conflicts arising out of that concurrent representation. 8.18.4 Further, the parties intend that CalSTRS Counsel shall remain free to represent CalSTRS or its affiliates on any issue or matter, including any dispute that is or may be adverse to the interests of the TPG Parties. Therefore, each of the TPG Parties, on its own behalf and on behalf of its Constituents, agrees that if a future dispute were to arise between CalSTRS, on the one hand, and any one or more of the TPG Parties, on the other hand, CalSTRS Counsel may represent CalSTRS in such dispute, whether or not related to the Venture Matters. CalSTRS Counsel is also authorized to share with CalSTRS any and all information related to the Venture Matters. Further, CalSTRS Counsel may withdraw from representation of any TPG Party for any reason and may continue to represent CalSTRS on any matter, including any matter that is adverse to a TPG Party, even if it is related to the matter with respect to which CalSTRS Counsel has withdrawn from representing a TPG Party. 8.18.5 Each of the TPG Parties, on its own behalf and on behalf of its Constituents, waives and releases any conflicts arising out of CalSTRS Counsel’s representation of any TPG Party in connection with Venture Matters. The TPG Parties, each on its own behalf and on behalf of its Constituents, covenants and agrees, that in no event may any of the TPG Parties any of their Constituents seek to disqualify CalSTRS Counsel from any matter on the grounds of CalSTRS Counsel’s representation of a TPG Party in connection with Venture Matters. By way of example, in the event any dispute or controversy arises between TPG/CalSTRS, on the one hand, and CalSTRS, on the other hand, then CalSTRS Counsel may represent CalSTRS in any such dispute or controversy. 8.18.6 This Section 8.18 shall survive the consummation of the transactions contemplated hereby or the termination hereof, whether or not any of the transactions have been consummated. [Signatures appear on the following pages.]