Common use of Property Manager Clause in Contracts

Property Manager. (i) The Company shall have a manager (the "PROPERTY MANAGER") who shall be Mxxxxxx/Txxxxx Partners Development, Ltd., a California limited partnership. The Property Manager shall be responsible for the implementation of the decisions of the Management Committee and for conducting the ordinary and usual business and affairs of the Company as more fully set forth herein and in the Management Agreement referred to below. The Management Committee of the Company shall require that the Property Manager shall at all times conform to the policies and programs established by the Management Committee and that the scope of the Property Manager's authority shall be limited to said policies and programs. The acts of the Property Manager shall bind the Members and the Company only when within the scope of such Property Manager's authority. The Property Manager shall at all times be subject to the direction of the Management Committee, and the Management Committee shall require that the Property Manager shall keep such Management Committee informed as to all matters of concern to the Company. The duties, obligations and compensation of the Property Manager are set forth in the existing Property Management and Leasing Agreement between the Company and the Property Manager. The Property Manager may be another affiliate of Mxxxxxx Partners if Mxxxxxx/Txxxxx Partners-Development, Ltd. resigns for any reason. The Property Manager may, but is not obligated to, hire a professional building management firm to assist in carrying out the duties of the Property Manager, in which event such affiliate of Mxxxxxx Partners shall receive such compensation, if any, for performing the duties of the Property Manager as may be Approved by the Management Committee. The Property Manager may, with the Approval of the Management Committee, be terminated as the Property Manager with or without cause as provided in the Management Agreement; provided that if an affiliate of Mxxxxxx Partners is acting as the Property Manager, Carlyle 14 and Carlyle 15 may, with cause, terminate its employment as the Property Manager and may, with or without cause, terminate the employment of any professional building management firm employed by Mxxxxxx Partners to assist it as aforesaid. In the event that the Management Committee cannot agree upon the appointment of any successor Property Manager within thirty (30) days after the termination or removal of such Property Manager, then within thirty (30) days after the expiration of said thirty (30) day period, Mxxxxxx Partners may deliver to the other Members a written statement setting forth the names of three responsible parties experienced in the management of real estate who would be acceptable to Mxxxxxx Partners as the Property Manager and the terms and conditions under which such parties would act as the Property Manager. Within thirty (30) days after receipt of such statement, the other Members shall give Mxxxxxx Partners a joint written notice setting forth the name of the party out of such three parties which they select to act as the Property Manager. In the event that Mxxxxxx Partners fails to provide the other Members with the written statement of three responsible parties referred to above within the required thirty (30) day period, the other Members may proceed jointly to select a Property Manager and give Mxxxxxx Partners notice of such selection. In the event that Mxxxxxx Partners gives the aforesaid written statement as provided above and the other Members do not give to Mxxxxxx Partners the joint written notice setting forth the name of the party selected as Property Manager within the aforesaid thirty (30) days, Mxxxxxx Partners may select the Property Manager from the list and give the other Member notice of its selection. Upon receipt of notice from the other Members, or from Mxxxxxx Partners, as the case may be, all parties hereto shall execute such documents and do such other acts as may be required to appoint such party as the Property Manager and enable such party to act as the Property Manager. Subject to the Approval of the Management Committee, the Property Manager being removed or terminated shall continue to serve as such until the successor Property Manager as provided herein has been selected. During any period of time in which there shall not be a Property Manager actively serving in such a capacity, the Management Committee shall carry out all responsibilities of the Property Manager hereunder and under the Management Agreement.

Property Manager. (i) The Company shall have a manager (the "PROPERTY MANAGER") who shall be Mxxxxxx/Txxxxx Partners Development, Ltd., a California limited partnership. The Property Manager shall be responsible for the implementation of the decisions of the Management Committee and for conducting the ordinary and usual business and affairs of the Company as more fully set forth herein and in the Management Agreement referred to below. The Management Committee of the Company shall require that the Property Manager shall at all times conform to the policies and programs established by the Management Committee and that the scope of the Property Manager's authority shall be limited to said policies and programs. The acts of the Property Manager shall bind the Members and the Company only when within the scope of such Property Manager's authority. The Property Manager shall at all times be subject to the direction of the Management Committee, and the Management Committee shall require that the Property Manager shall keep such Management Committee informed as to all matters of concern to the Company. o th The duties, obligations and compensation of the Property Manager are set forth in the existing Property Management and Leasing Agreement between the Company and the Property Manager. The Property Manager may be another affiliate of Mxxxxxx Partners if Mxxxxxx/Txxxxx Partners-Development, Ltd. resigns for any reason. The Property Manager may, but is not obligated to, hire a professional building management firm to assist in carrying out the duties of the Property Manager, in which event such affiliate of Mxxxxxx Partners shall receive such compensation, if any, for performing the duties of the Property Manager as may be Approved by the Management Committee. The Property Manager may, with the Approval of the Management Committee, be terminated as the Property Manager with or without cause as provided in the Management Agreement; provided that if an affiliate of Mxxxxxx Partners is acting as the Property Manager, Carlyle 14 and Carlyle 15 may, with cause, terminate its employment as the Property Manager and may, with or without cause, terminate the employment of any professional building management firm employed by Mxxxxxx Partners to assist it as aforesaid. In the event that the Management Committee cannot agree upon the appointment of any successor Property Manager within thirty (30) days after the termination or removal of such Property Manager, then within thirty (30) days after the expiration of said thirty (30) day period, Mxxxxxx Partners may deliver to the other Members a written statement setting forth the names of three responsible parties experienced in the management of real estate who would be acceptable to Mxxxxxx Partners as the Property Manager and the terms and conditions under which such parties would act as the Property Manager. Within thirty (30) days after receipt of such statement, the other Members shall give Mxxxxxx Partners a joint written notice setting forth the name of the party out of such three parties which they select to act as the Property Manager. In the event that Mxxxxxx Partners fails to provide the other Members with the written statement of three responsible parties referred to above within the required thirty (30) day period, the other Members may proceed jointly to select a Property Manager and give Mxxxxxx Partners notice of such selection. In the event that Mxxxxxx Partners gives the aforesaid written statement as provided above and the other Members do not give to Mxxxxxx Partners the joint written notice setting forth the name of the party selected as Property Manager within the aforesaid thirty (30) days, Mxxxxxx Partners may select the Property Manager from the list and give the other Member notice of its selection. Upon receipt of notice from the other Members, or from Mxxxxxx Partners, as the case may be, all parties hereto shall execute such documents and do such other acts as may be required to appoint such party as the Property Manager and enable such party to act as the Property Manager. Subject to the Approval of the Management Committee, the Property Manager being removed or terminated shall continue to serve as such until the successor Property Manager as provided herein has been selected. During any period of time in which there shall not be a Property Manager actively serving in such a capacity, the Management Committee shall carry out all responsibilities of the Property Manager hereunder and under the Management Agreement.

Property Manager. Borrowers shall and shall cause each other Loan Party to cause the Property to be managed in a manner that is consistent with the Approved Property Manager Standard. Borrowers covenant and agree with Administrative Agent that (i) The Company each Asset will be managed at all times by the Property Manager pursuant to a Property Management Agreement which shall have provide for a manager (Management Fee of no more than the "PROPERTY MANAGER") who Maximum Management Fee, that the payment of such Management Fee shall be Mxxxxxx/Txxxxx Partners Development, Ltd., a California limited partnership. The Property Manager shall be responsible for subordinate to the implementation Lien of the decisions of the Management Committee and for conducting the ordinary and usual business and affairs of the Company as more fully set forth herein and in the Management Agreement referred to below. The Management Committee of the Company shall require Mortgage, that the Property Manager shall not be permitted to receive any Management Fee or other payments at any time that a monetary Default or an Event of Default is continuing (or after giving effect to such payment would occur), that the payment of such Management Fee shall be subordinate to all times conform to of the policies and programs established by obligations of Borrowers in connection with the Property, including, without limitation, Debt Service, (ii) the Management Committee and that Fee shall be paid from the scope Mortgaged Property Gross Cash Flow, (iii) after either Borrower or any other Loan Party has 97 104 knowledge of a Change in Control (other than a hypothecation, mortgage, pledge or encumbrance of the capital stock of the Property Manager's authority shall be limited to said policies and programs. The acts of the Property Manager shall bind the Members and the Company only when within the scope of such Property Manager's authority. The Property Manager shall at all times be subject to the direction of the Management Committee, and the Management Committee shall require that the Property Manager shall keep such Management Committee informed as to all matters of concern to the Company. The duties, obligations and compensation of the Property Manager are set forth in the existing Property Management and Leasing Agreement between the Company and the Property Manager. The Property Manager may be another affiliate of Mxxxxxx Partners if Mxxxxxx/Txxxxx Partners-Development, Ltd. resigns for any reason. The Property Manager may, but is not obligated to, hire a professional building management firm to assist in carrying out the duties ) of the Property Manager, Borrowers will promptly give Administrative Agent written notice thereof (a "PROPERTY MANAGER CONTROL NOTICE"), and (iv) the Property Management Agreement may be terminated by Administrative Agent at any time for the Property Manager's gross negligence, willful misconduct or fraud or at any time following either (A) the occurrence and during the continuance of a monetary Event of Default, (B) the receipt of a Property Manager Control Notice (or if Administrative Agent otherwise becomes aware of a Change in which event such affiliate Control (other than a hypothecation, mortgage, pledge or encumbrance of Mxxxxxx Partners shall receive such compensation, if any, for performing the duties capital stock of the Property Manager as may be Approved by the Management Committee. The Property Manager may, with the Approval Manager) of the Management Committee, be terminated as Property Manager) if the Property Manager no longer meets the Approved Property Manager Standard or is not otherwise approved by Lenders and Administrative Agent in their sole discretion, (C) if any event shall have occurred which would allow Borrowers or any other Loan Party to terminate the Property Management Agreement, Borrowers shall and shall cause each other Loan Party to replace the terminated Property Manager with a property manager selected by Borrowers and approved by the Requisite Lenders, Administrative Agent in their respective sole discretion or without cause as provided selected by the Requisite Lenders and Administrative Agent in their sole discretion on terms and conditions satisfactory to Administrative Agent and Lenders, except that the Management Agreement; provided Fee payable to the replacement property manager shall be at market rates not to exceed the Maximum Management Fee. Borrowers further covenant and agree that if an affiliate of Mxxxxxx Partners is acting as Borrowers shall and shall cause the Property Manager, Carlyle 14 and Carlyle 15 may, with cause, terminate its employment as other Loan Parties to require the Property Manager to maintain, at all times that all or any portion of the Debt remains outstanding, worker's compensation insurance (as and mayto the extent required by this Agreement) in compliance with Legal Requirements. If, with pursuant to this clause (v) or without causeotherwise in this Agreement, terminate the employment of any professional building management firm employed by Mxxxxxx Partners to assist it as aforesaid. In the event that the Management Committee cannot agree upon the appointment of any successor a substitute property manager is appointed, then such substitute property manager shall be Independent (unless such Property Manager within thirty (30) days after is the termination or removal entity listed in the definition of such Property Manager), then within thirty (30) days after the expiration of said thirty (30) day period, Mxxxxxx Partners may shall be approved by Administrative Agent and shall execute and deliver to the other Members Administrative Agent a written statement setting forth the names Consent and Subordination of three responsible parties experienced in the management of real estate who would be acceptable to Mxxxxxx Partners as the Property Manager and the terms and conditions under which such parties would act as the Property Manager. Within thirty (30) days after receipt of such statement, the other Members shall give Mxxxxxx Partners a joint written notice setting forth the name of the party out of such three parties which they select to act as the Property Manager. In the event that Mxxxxxx Partners fails to provide the other Members with the written statement of three responsible parties referred to above within the required thirty (30) day period, the other Members may proceed jointly to select a Property Manager and give Mxxxxxx Partners notice of such selection. In the event that Mxxxxxx Partners gives the aforesaid written statement as provided above and the other Members do not give to Mxxxxxx Partners the joint written notice setting forth the name of the party selected as Property Manager within the aforesaid thirty (30) days, Mxxxxxx Partners may select the Property Manager from the list and give the other Member notice of its selection. Upon receipt of notice from the other Members, or from Mxxxxxx Partners, as the case may be, all parties hereto shall execute such documents and do such other acts as may be required to appoint such party as the Property Manager and enable such party to act as the Property Manager. Subject to the Approval of the Management Committee, the Property Manager being removed or terminated shall continue to serve as such until the successor Property Manager as provided herein has been selected. During any period of time in which there shall not be a Property Manager actively serving in such a capacity, the Management Committee shall carry out all responsibilities of the Property Manager hereunder and under the Management Agreement.

Property Manager. Borrower shall cause the Property to be managed in a manner that is consistent with the Approved Property Manager Standard. Borrower covenants and agrees with Administrative Agent that (i) The Company each Asset will be managed at all times by the Property Manager pursuant to a Property Management Agreement which shall have provide for a manager (Management Fee of no more than the "PROPERTY MANAGER") who Maximum Management Fee, that the payment of such Management Fee shall be Mxxxxxx/Txxxxx Partners Development, Ltd., a California limited partnership. The Property Manager shall be responsible for subordinate to the implementation Lien of the decisions of the Management Committee and for conducting the ordinary and usual business and affairs of the Company as more fully set forth herein and in the Management Agreement referred to below. The Management Committee of the Company shall require Mortgage, that the Property Manager shall not be permitted to receive any Management Fee or other payments at any time that a monetary Default or an Event of Default is continuing (or after giving effect to such payment would occur), that the payment of such Management Fee shall be subordinate to all times conform to of the policies and programs established by obligations of Borrower in connection with the Property, including, without limitation, Debt Service, (ii) the Management Committee and that Fee shall be paid from the scope Mortgaged Property Gross Cash Flow, (iii) after Borrower has knowledge of a Change in Control (other than a hypothecation, mortgage, pledge or encumbrance of the capital stock of the Property Manager's authority shall be limited to said policies and programs. The acts of the Property Manager shall bind the Members and the Company only when within the scope of such Property Manager's authority. The Property Manager shall at all times be subject to the direction of the Management Committee, and the Management Committee shall require that the Property Manager shall keep such Management Committee informed as to all matters of concern to the Company. The duties, obligations and compensation of the Property Manager are set forth in the existing Property Management and Leasing Agreement between the Company and the Property Manager. The Property Manager may be another affiliate of Mxxxxxx Partners if Mxxxxxx/Txxxxx Partners-Development, Ltd. resigns for any reason. The Property Manager may, but is not obligated to, hire a professional building management firm to assist in carrying out the duties ) of the Property Manager, Borrower will promptly give Administrative Agent written notice thereof (a "PROPERTY MANAGER CONTROL NOTICE"), and (iv) the Property Management Agreement may be terminated by Administrative Agent at any time for the Property Manager's gross negligence, willful misconduct or fraud or at any time following either (A) the occurrence and during the continuance of a monetary Event of Default, (B) the receipt of a Property Manager Control Notice (or if Administrative Agent otherwise becomes aware of a Change in which event such affiliate Control (other than a hypothecation, mortgage, pledge or encumbrance of Mxxxxxx Partners shall receive such compensation, if any, for performing the duties capital stock of the Property Manager as may be Approved by the Management Committee. The Property Manager may, with the Approval Manager) of the Management Committee, be terminated as Property Manager) if the Property Manager with no longer meets the Approved Property Manager Standard or without cause as provided is not otherwise approved by Lenders and Administrative Agent in their sole discretion, (C) if any event shall have occurred which would allow the Management Agreement; provided that if an affiliate of Mxxxxxx Partners is acting as Borrower to terminate the Property ManagerManagement Agreement or (D) if any portion of the Debt remains unpaid on the Optional Prepayment Date and Borrower fails to renew the Property Management Agreement (with the consent of Administrative Agent, Carlyle 14 and Carlyle 15 may, with cause, terminate its employment as not to be unreasonably withheld) under terms that are not more favorable to the Property Manager than the Property Management Agreement approved on the Closing Date in connection with the funding of this Loan, and mayupon such termination, with or without cause, terminate Borrower shall replace the employment of any professional building management firm employed by Mxxxxxx Partners to assist it as aforesaid. In the event that the Management Committee cannot agree upon the appointment of any successor terminated Property Manager within thirty (30) days after with a property manager selected by Borrower and approved by the termination or removal of such Property ManagerRequisite Lenders, then within thirty (30) days after the expiration of said thirty (30) day period, Mxxxxxx Partners may deliver to the other Members a written statement setting forth the names of three responsible parties experienced in the management of real estate who would be acceptable to Mxxxxxx Partners as the Property Manager Administrative Agent and the Rating Agencies rating the Securities in their respective sole discretion or selected by the Requisite Lenders and Administrative Agent in their sole discretion on terms and conditions under which such parties would act as the Property Manager. Within thirty (30) days after receipt of such statement, the other Members shall give Mxxxxxx Partners a joint written notice setting forth the name of the party out of such three parties which they select to act as the Property Manager. In the event that Mxxxxxx Partners fails to provide the other Members with the written statement of three responsible parties referred to above within the required thirty (30) day period, the other Members may proceed jointly to select a Property Manager and give Mxxxxxx Partners notice of such selection. In the event that Mxxxxxx Partners gives the aforesaid written statement as provided above and the other Members do not give to Mxxxxxx Partners the joint written notice setting forth the name of the party selected as Property Manager within the aforesaid thirty (30) days, Mxxxxxx Partners may select the Property Manager from the list and give the other Member notice of its selection. Upon receipt of notice from the other Members, or from Mxxxxxx Partners, as the case may be, all parties hereto shall execute such documents and do such other acts as may be required to appoint such party as the Property Manager and enable such party to act as the Property Manager. Subject to the Approval of the Management Committee, the Property Manager being removed or terminated shall continue to serve as such until the successor Property Manager as provided herein has been selected. During any period of time in which there shall not be a Property Manager actively serving in such a capacity, the Management Committee shall carry out all responsibilities of the Property Manager hereunder and under the Management Agreement.conditions