Common use of Members of the Executive Committee Clause in Contracts

Members of the Executive Committee. (a) The Executive Committee shall consist of five members. The members of the Executive Committee as of the date of this Agreement are Xxxxx Xxxxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxxxxx, appointed by Makai, and Xxxxxxx Getty and Xxxx X. Xxxx, appointed by the Getty Entity. Notwithstanding any other provision of this Agreement to the contrary, Makai will at all times have the right to appoint a majority in number of the members of the Executive Committee. Each Partner may, by written notice to the others, remove any person appointed by such Partner and appoint a substitute therefor. Any Partner may, by written notice delivered to the other Partners, delegate any or all of the duties of such Partner’s representatives on the Executive Committee to another of its representatives on the Executive Committee or Makai. NY 77646119v1 (a) Regular meetings of the Executive Committee shall be held at such times and places as shall be designated from time to time by resolution of the Executive Committee, provided the Executive Committee shall meet no less frequently than quarterly and provided such regular meetings of the Executive Committee shall be as often as necessary or desirable to carry out its management functions. (b) Special meetings of the Executive Committee may be called by or at the request of any Partner. The person or persons authorized to call the special meeting of the Executive Committee may fix any reasonable place as the place for holding the special meeting of the Executive Committee, or such meeting may occur telephonically. (c) Notice of any meeting of the Executive Committee shall be given to each Partner no fewer than 2 days and no more than 30 days prior to the date of the meeting. Notices shall be delivered in the manner set forth in Section 13.03 hereof. The attendance of a member of the Executive Committee at a meeting of the Executive Committee shall constitute a waiver of notice of such meeting, except where a member of the Executive Committee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not properly called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Executive Committee need be specified in the notice or waiver of notice of such meeting. (d) Provided that notice of a meeting has been given to each Partner as called for by paragraph (d), above, a majority (in number) of the members of the Executive Committee shall constitute a quorum for transaction of business at any meeting of the Executive Committee, provided that, subject to the proviso set forth in clause (g), below, if less than a majority of such number of members of the Executive Committee are present at said meeting, a majority of the members of the Executive Committee present may adjourn the meeting at any time without further notice, and provided further that diligent efforts shall be made to attempt to have an Executive Committee member appointed by the Getty Entity available (either in person or telephonically) at each meeting of the Executive Committee. (e) Provided that notice of a meeting has been given to each Partner as called for by paragraph (d), above, the act of a majority (in number) of the members of the Executive Committee present shall be the act of the Executive Committee, unless the act of a greater number is required by this Agreement; and no action shall be deemed to have taken place unless a majority of the members of the Executive Committee shall have approved the same, and unless at least one Executive Committee member appointed by Makai shall have approved the same. (f) Any action required to be taken at a meeting of the Executive Committee or any other action which may be taken at a meeting of the Executive Committee may be taken without a meeting if a consent in writing, setting forth the actions so taken, shall be signed by a majority in number of the members of the Executive Committee entitled to vote with respect to the subject matter thereof, provided that each Partner shall be provided with at least 1 Business Day prior notice NY 77646119v1 of such proposed action. Provided that such notice is given to each Partner, any such consent signed by a majority in number of the members of the Executive Committee shall have the same effect as an act of a majority (in number) of the members of the Executive Committee at a properly called and constituted meeting of the Executive Committee at which all of the members of the Executive Committee were present and voting. (g) The members of the Executive Committee may participate in and act at meetings of the Executive Committee through the use of a telephone conference or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such meetings shall constitute attendance in person at the meeting of the person or persons so participating. (h) Except as otherwise determined by the Executive Committee or as approved as part of the Budget, no member thereof, nor officer of the Company, nor employee, agent or contractor of any Partner or any Affiliate thereof (other than the Company or Development Manager), shall be entitled to receive any salary or any remuneration or expense reimbursement from the Company for his or her services as a member of the Executive Committee or for his or her services to the Company or with respect to the Company Property. (i) The Executive Committee may, by resolution, designate one or more individuals as employees or agents of the Company in furtherance of its business and exclusive purposes. No such employee or agent need be a Partner of the Company. Each employee or agent shall have the authority and shall perform the duties as designated by the Executive Committee from time to time. Any employee or agent so appointed by the Executive Committee may be removed by the Executive Committee whenever in their judgment the best interests of the Company would be served. (j) The Administrator shall be responsible for coordinating all meetings of the Executive Committee and shall prepare a proposed agenda for each meeting of the Executive Committee, and will distribute such agenda to each member of the Executive Committee at least a week in advance of any meeting. The Executive Committee may amend such agenda as it sees fit. A written record of all meetings of the Executive Committee and all decisions made by it shall be made by a representative of the Managing Partner, as Secretary of the Executive Committee, and kept in the records of the Company and shall be initialed or signed by each of the members of the Executive Committee. The approval of any Budget and Operating Plan will be evidenced by the signing or initialing of a copy of the approved version by at least a majority (in number) of the members of the Executive Committee. Minutes and/or resolutions of the Executive Committee when initialed or signed by a majority (in number) of the members of the Executive Committee shall be binding and conclusive evidence of the decisions reflected therein and any authorizations granted thereby. (k) Any Partner may, at any time as set forth in a notice to the other Partners, remove, for any or no xxxxx, its representative from the Executive Committee and may designate a replacement person to act as its representative. NY 77646119v1 (l) In the event there is a disagreement between the Executive Committee members appointed by the Getty Entity and the Executive Committee members appointed by Makai with respect to a proposed entitlement, development matter, acquisition, sale, financing or refinancing of the Company Property (a “Special Matter”), then either such Partner shall have the right to deliver a notice to the other (the “First Notice”) stating that a disagreement exists. If such Partners are unable to agree on the resolution of the Special Matter within 10 Business Days of the delivery of the First Notice, either such Partner shall have the right to deliver a subsequent notice (the “Second Notice”) to the other informing the other of the continued existence of such dispute. Within 5 Business Days after the timely delivery of the Second Notice, senior representatives of Makai and the Getty Entity shall hold a meeting, either telephonically or at the Company’s principal place of business, to attempt to resolve such disagreement. Notwithstanding the foregoing, (i) if any Partner believes that the Special Matter is an “emergency”, it may shorten the time periods referenced above, and (ii) if the parties are unable to resolve the dispute regarding a Special Matter within the time period referenced above, the Executive Committee shall be able to make a decision on such Special Matter as referenced in the balance of this Section 7.02.

Members of the Executive Committee. (a) The Executive Committee initially shall consist be comprised of five six (6) members, three (3) of whom shall be appointed by the CLI Member and three (3) of whom shall be appointed by the Xxxx/SLG Member. The members In connection with the determination of any and all matters presented to the Executive Committee for action, the Members agree and acknowledge that each member of the Executive Committee will be acting as the representative of the date of this Agreement are Xxxxx Xxxxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxxxxx, Member that appointed by Makai, and Xxxxxxx Getty and Xxxx X. Xxxx, appointed by the Getty Entity. Notwithstanding any other provision of this Agreement to the contrary, Makai will at all times have the right to appoint a majority in number of the members such member of the Executive Committee. Therefore, each member of the Executive Committee may act, and to the fullest extent permitted by law, will be protected from acting, at the discretion and control of, or in the manner that the member of the Executive Committee believes is in the best interest of, the Member that appointed such member of the Executive Committee, without regard to the interest of any other Member, the Company or any Subsidiary, and each Member therefore waives, to the fullest extent permitted by law, any claim or cause of action against the Manager or any member of the Executive Committee for any breach of any fiduciary duty, duty of care or any other duty, breach of the Delaware Act, or breach of any duty created by special circumstances, with regard to or arising as a result of this Agreement, the Company or any Subsidiary; provided, however, the foregoing will not limit any Member’s obligation under or liability for breach of the express terms and provisions of this Agreement. Each Partner Member may, by written notice to the others, remove any person member of the Executive Committee appointed by such Partner Member and appoint a substitute therefor; provided, however, that any new member appointed to the Executive Committee by any Member must either be a partner, member, officer, director or employee of such Member or of an Affiliate of such Member or, if not, be approved by the Executive Committee members appointed by the other Member, such approval not to be unreasonably withheld or delayed. Any Partner appointing Member may, by written instrument and by delivering written notice delivered to the Executive Committee members of the other PartnersMember, delegate any or all of the duties of such Partner’s one or more of its representatives on the Executive Committee to (x) another of its representatives on the Executive Committee or Makaito an alternate member or (y) any other representative on the Executive Committee of any other Member or any employee of such Member or any of its Affiliates (and such delegate shall also be an agent of and operate at the sole discretion of the appointing Member), and any decisions or actions taken by such delegate shall be fully binding upon the Company and the Members as if taken by the member of the Executive Committee for whom such delegate was acting. NY 77646119v1One Person may not represent more than one Member on the Executive Committee. (ab) The initial members of the Executive Committee appointed by the CLI Member are Xxxxxxxx Xxxxx, Xxxxxxx Xxxxxxxx and Xxxx Xxxxxx. The initial members of the Executive Committee appointed by the Xxxx/SLG Member are Xxxx Xxxxxxxx, Xxxxxx Xxxxxxx and Xxxxxx X. Xxxxxx. (c) The number of members of the Executive Committee may be increased or decreased from time-to-time by the Executive Committee, so long as half of the members of the Executive Committee shall represent and shall have been appointed by the CLI Member and half of the members of the Executive Committee shall represent and shall have been appointed by the Xxxx/SLG Member. (d) A majority (in number) of the members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting of the Executive Committee, provided that if less than a majority of such number of members of the Executive Committee are present at said meeting, a majority of the members of the Executive Committee present at such meeting may act solely to adjourn the meeting without further notice. The act or affirmative vote of a majority (in number) of the members of the Executive Committee present at a meeting at which a quorum is present shall be the act of the Executive Committee, unless the act of a greater number is required by this Agreement; provided at least two-thirds of the members of the Executive Committee appointed by the CLI Member and at least two-thirds of the members of the Executive Committee appointed by the Xxxx/SLG Member shall have consented to such action. (e) Any action required to be taken at a meeting of the Executive Committee or any other action which may be taken at a meeting of the Executive Committee may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by the number of members of the Executive Committee required to approve such action at a properly called and constituted meeting of the Executive Committee at which all of the members of the Executive Committee were present and voting. Any such consent signed by the number of the members of the Executive Committee indicated above in the immediately preceding sentence shall be a valid and proper act of the Executive Committee at a properly called and constituted meeting of the Executive Committee at which all of the members of the Executive Committee were present and voting. (f) The members of the Executive Committee may participate in and act at meetings of the Executive Committee through the use of a conference telephone or other communications equipment or system by means of which all persons participating in the meeting can hear each other (“Electronic Participation”). Participation in such meeting shall constitute attendance in person at the meeting of the person or persons so participating. (g) Regular meetings of the Executive Committee shall be held at such times and places as shall be designated from time to time-to-time by resolution of the Executive Committee, provided the Executive Committee shall meet no less frequently than quarterly and provided such regular meetings of the Executive Committee shall be as often as necessary or desirable to carry out its management functions. (bh) Special meetings of the Executive Committee may be called by or at the request of the Manager for any Partnerreasonable purpose. The person or persons authorized to call the special meeting Special meetings of the Executive Committee may fix any reasonable place as shall be held at a location mutually agreed to by the place for holding the special meeting members of the Executive Committee, or and should they fail to agree, at the office of the Manager, as specified in the notice regarding such meeting may occur telephonicallyspecial meeting. (ci) Notice of any meeting of the Executive Committee shall be given to each Partner no fewer than 2 days five (5) Business Days and no more than 30 days twenty (20) Business Days prior to the date of the meeting (unless such notice is waived in writing). Notice of any meeting of the Executive Committee shall specify the date, time and place of the proposed meeting and the agenda for the meeting. Notices Notice shall be delivered in the manner set forth in Section 13.03 14.03 hereof. The attendance (whether in person or by Electronic Participation) of a member of the Executive Committee at a meeting of the Executive Committee (as reflected in the minutes of the meeting) shall constitute a waiver of notice of such meeting, except where a member of the Executive Committee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not properly called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Executive Committee need be specified in the notice or waiver of notice of such meeting. (d) Provided that notice of a meeting has been given to each Partner as called for by paragraph (d), above, a majority (in number) of the members of the Executive Committee shall constitute a quorum for transaction of business at any meeting of the Executive Committee, provided that, subject to the proviso set forth in clause (g), below, if less than a majority of such number of members of the Executive Committee are present at said meeting, a majority of the members of the Executive Committee present may adjourn the meeting at any time without further notice, and provided further that diligent efforts shall be made to attempt to have an Executive Committee member appointed by the Getty Entity available (either in person or telephonically) at each meeting of the Executive Committee. (e) Provided that notice of a meeting has been given to each Partner as called for by paragraph (d), above, the act of a majority (in number) of the members of the Executive Committee present shall be the act of the Executive Committee, unless the act of a greater number is required by this Agreement; and no action shall be deemed to have taken place unless a majority of the members of the Executive Committee shall have approved the same, and unless at least one Executive Committee member appointed by Makai shall have approved the same. (f) Any action required to be taken at a meeting of the Executive Committee or any other action which may be taken at a meeting of the Executive Committee may be taken without a meeting if a consent in writing, setting forth the actions so taken, shall be signed by a majority in number of the members of the Executive Committee entitled to vote with respect to the subject matter thereof, provided that each Partner shall be provided with at least 1 Business Day prior notice NY 77646119v1 of such proposed action. Provided that such notice is given to each Partner, any such consent signed by a majority in number of the members of the Executive Committee shall have the same effect as an act of a majority (in number) of the members of the Executive Committee at a properly called and constituted meeting of the Executive Committee at which all of the members of the Executive Committee were present and voting. (g) The members of the Executive Committee may participate in and act at meetings of the Executive Committee through the use of a telephone conference or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such meetings shall constitute attendance in person at the meeting of the person or persons so participating. (h) Except as otherwise determined by the Executive Committee or as approved as part of the Budget, no member thereof, nor officer of the Company, nor employee, agent or contractor of any Partner or any Affiliate thereof (other than the Company or Development Manager), shall be entitled to receive any salary or any remuneration or expense reimbursement from the Company for his or her services as a member of the Executive Committee or for his or her services to the Company or with respect to the Company Property. (ij) The Executive Committee may, by resolution, designate one or more individuals as officers, employees or agents of the Company in furtherance of its business and exclusive purposesCompany, the GP, the OP or any Class B Property Subsidiary. No such officer, employee or agent need be a Partner Member of the CompanyCompany or a Class B Property Subsidiary. Each officer, employee or agent shall have the authority and shall perform the duties as designated by the Executive Committee from time to time-to-time. Any officer, employee or agent so appointed by the Executive Committee may be removed by the Executive Committee whenever Committee, with or without cause, whenever, in their judgment judgment, the best interests interest of the Company Company, the GP, the OP or any Class B Property Subsidiary would be served. (jk) The Administrator shall be responsible for coordinating all meetings of the Executive Committee and shall prepare a proposed agenda for each meeting of the Executive Committee, and will distribute such agenda to each member of the Executive Committee at least a week in advance of any meeting. The Executive Committee may amend such agenda as it sees fit. A written record of all meetings of the Executive Committee and all decisions made by it shall be made by a representative of the Managing PartnerManager, as Secretary of the Executive Committee, or such other member of the Executive Committee or officer appointed by the Executive Committee, and kept in the records of the Company and shall be initialed initialed, signed or signed confirmed by each of the members electronic means from a verifiable, identifiable source by at least one member of the Executive CommitteeCommittee appointed by the CLI Member and at least one member of the Executive Committee appointed by the Xxxx/SLG Member. The approval of any Budget and Operating Plan will be evidenced by the signing or initialing of a copy of the approved version by at least a majority (in number) of the members required of the Executive CommitteeCommittee as set forth in Section 7.02(d). Minutes and/or resolutions of the Executive Committee when initialed or signed by a majority (in number) of the members of the Executive Committee as indicated above shall be binding and conclusive evidence of the decisions reflected therein and any authorizations granted thereby. (kl) Any Partner mayExcept as otherwise determined by the Executive Committee, at no member thereof shall be entitled to receive any time as set forth in a notice to the salary or other Partners, remove, for any remuneration or no xxxxx, its representative expense reimbursement from the Executive Committee and may designate Company, the GP, the OP or any Class B Property Subsidiary for his services as a replacement person to act as its representative. NY 77646119v1 (l) In the event there is a disagreement between member of the Executive Committee members appointed by the Getty Entity and the Executive Committee members appointed by Makai with respect to a proposed entitlement, development matter, acquisition, sale, financing or refinancing of the Company Property (a “Special Matter”), then either such Partner shall have the right to deliver a notice to the other (the “First Notice”) stating that a disagreement exists. If such Partners are unable to agree on the resolution of the Special Matter within 10 Business Days of the delivery of the First Notice, either such Partner shall have the right to deliver a subsequent notice (the “Second Notice”) to the other informing the other of the continued existence of such dispute. Within 5 Business Days after the timely delivery of the Second Notice, senior representatives of Makai and the Getty Entity shall hold a meeting, either telephonically or at the Company’s principal place of business, to attempt to resolve such disagreement. Notwithstanding the foregoing, (i) if any Partner believes that the Special Matter is an “emergency”, it may shorten the time periods referenced above, and (ii) if the parties are unable to resolve the dispute regarding a Special Matter within the time period referenced above, the Executive Committee shall be able to make a decision on such Special Matter as referenced in the balance of this Section 7.02Committee.

Members of the Executive Committee. (a) The Executive Committee shall initially consist of five (5) members. The initial members of the Executive Committee as of the date of this Agreement are Xxxxx Xxxxxxxxshall be Alex Vouvalides, Xxxxx Xxxxxxxx Xxxxxx and Xxxx XxxxxxxLammas, appointed by MakaiXxxxxx, and Xxxxxxx Getty Xxxx Xxxxxx, and Xxxx X. Xxxx, Xxx Xxxxxxxx appointed by the Getty EntitySponsor. Notwithstanding any other provision of this Agreement to the contrary, Makai Xxxxxx will at all times have the right to appoint a majority in number of the members of the Executive Committee, and a majority in number of the members of the Executive Committee shall represent and shall have been appointed by Xxxxxx. Each Partner Member may, by written notice to the others, remove any person appointed by such Partner Member and appoint a substitute therefor; provided, however, that any new person appointed to the Executive Committee by any Member must either (i) be a partner, managing member, officer, director or employee of such Member or of an Affiliate of such Member, or (ii) be approved by the Executive Committee members appointed by the other Members, such approval not to be unreasonably withheld. Any Partner Member may, by written notice delivered to the other PartnersMembers, delegate any or all of the duties of such PartnerMember’s representatives on the Executive Committee to another of its representatives on the Executive Committee or Makai. NY 77646119v1to any employee of Xxxxxx or any of its respective Affiliates, on the one hand, or Sponsor or any of its Affiliates, on the other hand, as the case may be (and such delegate shall also be an agent of and operate at the sole direction of the appointing Member), and any decisions or actions taken by such delegate shall be fully binding upon the Company and the Members as if taken by such member of the Executive Committee. (ab) The number of members of the Executive Committee may be increased or decreased from time to time by the Executive Committee, so long as a majority in number of the members of the Executive Committee shall represent and shall have been appointed by Xxxxxx. (c) Regular meetings of the Executive Committee shall be held at such times and places as shall be designated from time to time by resolution of the Executive Committee, provided the Executive 45 Committee shall meet no less frequently than quarterly and provided such regular meetings of the Executive Committee shall be as often as necessary or desirable to carry out its management functions. (bd) Special meetings of the Executive Committee may be called by or at the request of any PartnerMember. The person or persons authorized to call the special meeting of the Executive Committee may fix any reasonable place as the place for holding the special meeting of the Executive Committee, or such meeting may occur telephonically with any member of the Executive Committee electing to participate telephonically. (ce) Notice of any meeting of the Executive Committee shall be given to each Partner Member no fewer than 2 two (2) days and no more than 30 thirty (30) days prior to the date of the meeting. Notices shall be delivered in the manner set forth in Section 13.03 hereof13.03. The attendance of a member of the Executive Committee at a meeting of the Executive Committee shall constitute a waiver of notice of such meeting, except where a member of the Executive Committee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not properly called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Executive Committee need be specified in the notice or waiver of notice of such meeting. (df) Provided that notice of a meeting has been given to each Partner Member as called for by paragraph clause (de), above, a majority (in number) of the members of the Executive Committee shall constitute a quorum for transaction of business at any meeting of the Executive Committee, provided that, subject to the proviso set forth in clause (g), below, if less than a majority of such number of members of the Executive Committee are present at said meeting, a majority of the members of the Executive Committee present may adjourn the meeting at any time without further notice; provided, however, that, subject to Sections 7.02(m), 7.02(n) and provided further that diligent efforts shall 7.02(o), a quorum may not be made to attempt to have an deemed established without the presence of at least one Executive Committee member appointed by Xxxxxx, and in connection with any Major Decision, a quorum may not be deemed established without the Getty Entity available (either in person or telephonically) presence of at each meeting of the least one Executive CommitteeCommittee member appointed by Sponsor. (eg) Provided that notice of a meeting has been given to each Partner Member as called for by paragraph clause (de), above, the act of a majority (in number) of the members of the Executive Committee present shall be the act of the Executive Committee, unless the act of a greater number is required by this Agreement; and no action shall be deemed to have taken place unless a majority of the members of the Executive Committee shall have approved the samesame provided; however, that no Major Decision or other Executive Committee matter may be decided, nor may any Executive Committee action be taken, without the attendance at the applicable meeting of, and unless at least one the vote of, an Executive Committee member appointed by Makai Xxxxxx. Notwithstanding anything to the contrary herein, if there is a disagreement between the Executive Committee members appointed by Sponsor and the Executive Committee members appointed by Xxxxxx with respect to any matter requiring the vote, consent or approval of the Executive Committee (other than a Major Decision), the Xxxxxx members of the Executive Committee shall have approved the sameright to cast the deciding vote and thus the decision made by Xxxxxx shall be deemed the decision of the Executive Committee, irrespective of the actual number of members of the Executive Committee appointed by Xxxxxx that are present at such meeting (or taking part in any Executive Committee action by written consent), or of the number of contrary votes cast by the members of the Executive Committee not appointed by Xxxxxx. (fh) Any action required to be taken at a meeting of the Executive Committee or any other action which may be taken at a meeting of the Executive Committee may be taken without a meeting if a consent in writing, setting forth the actions so taken, shall be signed by a majority in number of the members of the Executive Committee entitled to vote with respect to the subject matter thereof, provided that each Partner shall be provided with at least 1 Business Day prior notice NY 77646119v1 of such proposed action. Provided that such notice is given to each Partner, any Any such consent signed by a majority in number of the members of the Executive Committee shall have the same effect as an act of a majority (in number) of the members of the Executive Committee at a properly called and constituted meeting of the Executive Committee at which all a quorum were present and voting. Notwithstanding the foregoing, or anything to the contrary provided elsewhere herein, no Major Decision or other Executive Committee matter may be decided, nor may any Executive Committee action be taken, by written consent or otherwise, without the attendance at the applicable meeting of, and the vote of, an Executive Committee member appointed by Xxxxxx, and, in the case of any Major Decision, without the members vote of the Executive Committee were present and votingMember appointed by Sponsor. (gi) The members of the Executive Committee may participate in and act at meetings of the Executive Committee through the use of a conference telephone conference or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such meetings shall constitute attendance in person at the meeting of the person or persons so participating. (hj) Except as otherwise determined by the Executive Committee or as approved as part of any Budget (except that the Budgetconsent of all disinterested Members shall be required in the case of salaries or remuneration), no member thereof, nor officer of the Company, nor employee, agent or contractor of any Partner Member or any Affiliate thereof (other than the Company or Development ManagerCompany), shall be entitled to receive any salary or any remuneration or expense reimbursement from the Company for his or her services as a member of the Executive Committee or for his or her services to the Company or with respect to the Company Property. (ik) The Executive Committee may, by resolution, designate one or more individuals as employees or agents of the Company in furtherance of its business and exclusive purposes. No such employee or agent need be a Partner Member of the Company. Each employee or agent shall have the authority and shall perform the duties as designated by the Executive Committee from time to time. Any employee or agent so appointed by the Executive Committee may be removed by the Executive Committee whenever in their judgment the best interests of the Company would be served. (j1) The Administrator shall be responsible for coordinating all meetings of Subject to Section 7.01(e)(i), the Executive Committee and shall prepare a proposed agenda for each meeting of the Executive Committee, and will distribute such agenda to each member of the Executive Committee at least a week in advance of any meeting. The Executive Committee may amend such agenda as it sees fit. A written record of all meetings of the Executive Committee and all decisions made by it shall be made by a representative of the Managing Partner, as Secretary of the Executive Committee, and kept in the records of the Company and shall be initialed or signed by each of the members of the Executive Committee. The approval of any Budget and Operating Plan will be evidenced by the signing or initialing of a copy of the approved version by at least a majority (in number) of the members of the Executive Committee. Minutes and/or resolutions of the Executive Committee when initialed or signed by a majority (in number) of the members of the Executive Committee shall be binding and conclusive evidence of the decisions reflected therein and any authorizations granted thereby. (k) Any Partner may, at any time as set forth in a notice to the other Partners, remove, for any or no xxxxx, its representative from the Executive Committee and may designate a replacement person to act as its representative. NY 77646119v1 (l) In the event there is a disagreement between the Executive Committee members appointed by the Getty Entity and the Executive Committee members appointed by Makai with respect to a proposed entitlement, development matter, acquisition, sale, financing or refinancing of the Company Property (a “Special Matter”), then either such Partner shall have the right to deliver a notice to the other (the “First Notice”) stating that a disagreement exists. If such Partners are unable to agree on the resolution of the Special Matter within 10 Business Days of the delivery of the First Notice, either such Partner shall have the right to deliver a subsequent notice (the “Second Notice”) to the other informing the other of the continued existence of such dispute. Within 5 Business Days after the timely delivery of the Second Notice, senior representatives of Makai and the Getty Entity shall hold a meeting, either telephonically or at the Company’s principal place of business, to attempt to resolve such disagreement. Notwithstanding the foregoing, (i) if any Partner believes that the Special Matter is an “emergency”, it may shorten the time periods referenced above, and (ii) if the parties are unable to resolve the dispute regarding a Special Matter within the time period referenced above, the Executive Committee shall be able to make a decision on such Special Matter as referenced in the balance of this Section 7.02.

Members of the Executive Committee. (a) The Executive Committee shall initially consist of five three members. The initial members of the Executive Committee as of the date of this Agreement are Xxxxx Xxxxxxxx, Xxxxx Xxxxxxxx shall be Xxxxxx X. Xxxxxx and Xxxx Xxxxxxx, Xxxxxx X. Xxxxxxxxx appointed by MakaiXxxxxxxxx, and Xxxxxxx Getty and H. Xxxxxxxx Xxxx X. Xxxx, appointed by the Getty EntitySponsor. Notwithstanding any other provision of this Agreement to the contrary, Makai Xxxxxxxxx will at all times have the right to appoint a majority in number of the members of the Executive Committee, and a majority in number of the members of the Executive Committee shall represent and shall have been appointed by Xxxxxxxxx. Each Partner Member may, by written notice to the others, remove any person appointed by such Partner Member and appoint a substitute therefortherefore; provided, however, that any new person appointed to the Executive Committee by any Member must either (i) be a partner, managing member, officer, director, principal or employee of such Member or of an Affiliate of such Member, or (ii) be approved by the Executive Committee members appointed by the other Members, such approval not to be unreasonably withheld. Any Partner Member may, by written notice delivered to the other PartnersMembers, delegate any or all of the duties of such PartnerMember’s representatives on the Executive Committee to another of its representatives on the Executive Committee or Makai. NY 77646119v1to any employee of Xxxxxxxxx or any of its respective Affiliates, on the one hand, or Sponsor or any of its Affiliates, on the other hand, as the case may be (and such delegate shall also be an agent of and operate at the sole direction of the appointing Member), and any decisions or actions taken by such delegate shall be fully binding upon the Company and the Members as if taken by such member of the Executive Committee. (ab) Regular meetings of the Executive Committee shall be held at such times and places as shall be designated from time to time by resolution of the Executive Committee, provided the Executive Committee shall meet no less frequently than quarterly and provided such regular meetings of the Executive Committee shall be as often as necessary or desirable to carry out its management functions. (bc) Special meetings of the Executive Committee may be called by or at the request of any PartnerMember. The person or persons authorized to call the special meeting of the Executive Committee may fix any reasonable place as the place for holding the special meeting of the Executive Committee, or such meeting may occur telephonically with any member of the Executive Committee electing to participate telephonically. (cd) Notice of any meeting of the Executive Committee shall be given to each Partner Member no fewer than 2 two (2) business days and no more than 30 thirty (30) days prior to the date of the meeting. Notices shall be delivered in the manner set forth in Section 13.03 hereof. The attendance of a member of the Executive Committee at a meeting of the Executive Committee shall constitute a waiver of notice of such meeting, except where a member of the Executive Committee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not properly called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Executive Committee need be specified in the notice or waiver of notice of such meeting. (de) Provided that notice of a meeting has been given to each Partner Member as called for by paragraph (d), above, a majority (in number) of the members of the Executive Committee shall constitute a quorum for transaction of business at any meeting of the Executive Committee, provided that, subject to the proviso set forth in clause (gf), below, if less than a majority of such number of members of the Executive Committee are present at said meeting, a majority of the members of the Executive Committee present may adjourn the meeting at any time without further notice, and provided further that diligent efforts shall a quorum may not be made to attempt to have an deemed established without the presence of at least one Executive Committee member appointed by the Getty Entity available (either Xxxxxxxxx, and that a quorum shall be deemed established if one or more Executive Committee member appointed by Xxxxxxxxx is in person or telephonically) at each meeting of the Executive Committeeattendance. (ef) Provided that notice of a meeting has been given to each Partner Member as called for by paragraph (d), above, the act of a majority (in number) of the members of the Executive Committee present shall be the act of the Executive Committee, unless the act of a greater number is required by this Agreement; and no action shall be deemed to have taken place unless a majority of the members of the Executive Committee shall have approved the same; provided, however, that no Major Decision or other Executive Committee matter may be decided, nor may any Executive Committee action be taken, without the attendance at the applicable meeting of, and unless at least one the vote of, an Executive Committee member appointed by Makai Xxxxxxxxx; and provided further that, in the event there is a disagreement between the Executive Committee members appointed by Sponsor and the Executive Committee members appointed by Xxxxxxxxx with respect to any Major Decision or any other matter requiring the vote, consent or approval of the Executive Committee, Xxxxxxxxx members of the Executive Committee shall have approved the sameright to cast the deciding vote and thus the decision made by Xxxxxxxxx shall be deemed the decision of the Executive Committee, irrespective of the actual number of members of the Executive Committee appointed by Xxxxxxxxx that are present at such meeting (or taking part in any Executive Committee action by written consent), or of the number of contrary votes cast by the members of the Executive Committee not appointed by Xxxxxxxxx. (fg) Any action required to be taken at a meeting of the Executive Committee or any other action which may be taken at a meeting of the Executive Committee may be taken without a meeting if a consent in writing, setting forth the actions so taken, shall be signed by a majority in number of the members of the Executive Committee entitled to vote with respect to the subject matter thereof, provided that each Partner Member shall be provided with at least 1 five (5) Business Day Days prior notice NY 77646119v1 of such proposed action. Provided that such notice is given to each PartnerMember, any such consent signed by a majority in number of the members of the Executive Committee shall have the same effect as an act of a majority (in number) of the members of the Executive Committee at a properly called and constituted meeting of the Executive Committee at which all of the members of the Executive Committee were present and voting. Notwithstanding the foregoing, or anything to the contrary provided elsewhere herein, no Major Decision or other Executive Committee matter may be decided, nor may any Executive Committee action be taken, by written consent or otherwise, without the attendance at the applicable meeting of, and the vote of, an Executive Committee member appointed by Xxxxxxxxx. (gh) The members of the Executive Committee may participate in and act at meetings of the Executive Committee through the use of a conference telephone conference or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such meetings shall constitute attendance in person at the meeting of the person or persons so participating. (hi) Except as otherwise determined by expressly provided in this Agreement, the Executive Committee Construction Management Agreement or the Project Coordination Agreement or as approved as part of the BudgetBudget (except that the consent of all disinterested Members shall be required in the case of salaries or remuneration), no Member, Managing Member, member thereofof the Executive Committee, nor officer of the CompanyCompany or Acquisition Vehicle, nor employee, agent or contractor of any Partner Member or any Affiliate thereof (other than the Company or Development Manager)thereof, shall be entitled to receive any salary or any remuneration or expense reimbursement from the Company for his or her services as a member of the Executive Committee or for his or her services to the Company or with respect to the Company Property. (ij) The Executive Committee may, by resolution, designate one or more individuals as employees or agents of the Company or LR8 Owner in furtherance of its business and exclusive purposes. No such employee or agent need be a Partner Member of the CompanyCompany or LR8 Owner. Each employee or agent shall have the authority and shall perform the duties as designated by the Executive Committee from time to timeCommittee. Any employee or agent so appointed by the Executive Committee may be removed by the Executive Committee whenever in their judgment the best interests of the Company would be served. (jk) The Administrator shall be responsible for coordinating all meetings of the Executive Committee and Administrative Member shall prepare a proposed agenda for each regular meeting of the Executive Committee, and will distribute such agenda to each member of the Executive Committee at least a week three (3) Business Days in advance of any meeting (provided that it has been provided with at least two weeks notice of such meeting). The Executive Committee may amend such agenda as it sees fit. A written record of all meetings of the Executive Committee and all decisions made by it shall be made by a representative of the Managing PartnerAdministrative Member, as Secretary of the Executive Committee, and kept in the records of the Company and shall be initialed or signed by each of the members of the Executive CommitteeCommittee present at such meeting. The approval of any Budget and Operating Plan will be evidenced by the signing or initialing of a copy of the approved version by at least a majority (in number) of the members of the Executive Committee. Minutes and/or resolutions of the Executive Committee when initialed or signed by a majority (in number) of the members of the Executive Committee shall be binding and conclusive evidence of the decisions reflected therein and any authorizations granted thereby. (k) Any Partner may, at any time as set forth in a notice to the other Partners, remove, for any or no xxxxx, its representative from the Executive Committee and may designate a replacement person to act as its representative. NY 77646119v1 (l) In the event there is a disagreement between the Executive Committee members appointed by the Getty Entity and the Executive Committee members appointed by Makai with respect to a proposed entitlement, development matter, acquisition, sale, financing or refinancing of the Company Property (a “Special Matter”), then either such Partner shall have the right to deliver a notice to the other (the “First Notice”) stating that a disagreement exists. If such Partners are unable to agree on the resolution of the Special Matter within 10 Business Days of the delivery of the First Notice, either such Partner shall have the right to deliver a subsequent notice (the “Second Notice”) to the other informing the other of the continued existence of such dispute. Within 5 Business Days after the timely delivery of the Second Notice, senior representatives of Makai and the Getty Entity shall hold a meeting, either telephonically or at the Company’s principal place of business, to attempt to resolve such disagreement. Notwithstanding the foregoing, (i) if any Partner believes that the Special Matter is an “emergency”, it may shorten the time periods referenced above, and (ii) if the parties are unable to resolve the dispute regarding a Special Matter within the time period referenced above, the Executive Committee shall be able to make a decision on such Special Matter as referenced in the balance of this Section 7.02.