Common use of Removal of Manager Clause in Contracts

Removal of Manager. A Manager may be removed upon the following conditions: (a) By affirmative vote or written consent of the Majority of the Members (excluding any Units or Percentage Interest of the Manager being removed). Members may exercise such right by presenting to the Manager a notice, with due verification of such vote or consent, to the effect that the Manager is removed; the notice shall set forth the grounds for removal and the date on which removal is to become effective; (b) Concurrently with such notice or within thirty (30) days thereafter by notice similarly given, a Majority of the Members may also designate a successor as Manager; (c) Substitution of a new Manager, if any, shall be effective upon written acceptance of the duties and responsibilities of a Manager by the new Manager and subject to the provisions of Section 7.1. Upon effective substitution of a new Manager, this Agreement shall remain in full force and effect, except for the change in the Manager, and business of the Company shall be continued by the new Manager. If an additional Manager is elected by the affirmative vote or consent of the Majority of the Members, without the concurrence of the Managers, or if all or any one of the initial Managers is removed as a Manager by the affirmative vote or consent of the Majority of the Members, and a successor or additional Manager(s) is thereafter designated, and if such successor or additional Manager(s) begins using any other loan brokerage firm for the placement of Loans or the servicing of Loans, Redwood Mortgage Corp. will be immediately released from any further obligation under the Formation Loan (except for a proportionate share of the principal installment due at the end of that year, prorated according to the days elapsed.) In the event that all of the Managers are removed, no other Managers are elected, the Company is liquidated and Redwood Mortgage Corp. is no longer receiving payments for services rendered, the debt on the Formation Loan shall be forgiven by the Company and Redwood Mortgage Corp. will be immediately released from any further obligation under the Formation Loan.

Removal of Manager. A Manager may be removed upon the following conditions: (a) By affirmative vote or written consent of the Majority of the Members (excluding any Units or Percentage Interest of the Manager being removed). Members may exercise such right by presenting to the Manager a notice, with due verification of such vote or consent, to the effect that the Manager is removed; the notice shall set forth the grounds for removal and the date on which removal is to become effective; (b) Concurrently with such notice or within thirty (30) days thereafter by notice similarly given, a Majority of the Members may also designate a successor as Manager; (c) Substitution of a new Manager, if any, shall be effective upon written acceptance of the duties and responsibilities of a Manager by the new Manager and subject to the provisions of Section 7.1. Upon effective substitution of a new Manager, this Agreement shall remain in full force and effect, except for the change in the Manager, and business of the Company shall be continued by the new Manager. If an additional Manager is elected by the affirmative vote or consent of the Majority of the Members, without the concurrence of the Managers, or if all or any one of the initial Initial Managers is removed as a Manager by the affirmative vote or consent of the Majority of the Members, and a successor or additional Manager(s) is thereafter designated, and if such successor or additional Manager(s) begins using any other loan brokerage firm for the placement of Loans or the servicing of Loans, Redwood Mortgage Corp. will be immediately released from any further obligation under the Formation Loan Loans (except for a proportionate share of the principal installment due at the end of that year, prorated according to the days elapsed.) In the event that all of the Managers are removed, no other Managers are elected, the Company is liquidated and Redwood Mortgage Corp. is no longer receiving payments for services rendered, the debt on the Formation Loan Loans shall be forgiven by the Company and Redwood Mortgage Corp. will be immediately released from any further obligation under the Formation LoanLoans.

Removal of Manager. A Manager may be removed upon the following conditions: (a) By affirmative vote or written consent In the event (x) the Affiliate of BHMF Member that is the General Partner under the Master Partnership Agreement is removed as the General Partner under the Master Partnership Agreement as a result of the Majority declaration of a Cause Event or (y) upon the Members (excluding any Units or Percentage Interest occurrence of a Manager Cause Event, then BH MP shall have the sole right thereafter to elect to remove the Manager being removed). Members may exercise such right as the “Manager” under this Agreement by presenting delivering to the Manager a notice, with due verification written notice of such vote or consent, to the effect that the Manager is removed; the notice shall set forth the grounds for removal and election within twenty (20) Business Days of (i) the date on which removal the General Partner has been removed as the General Partner under the Master Partnership Agreement as a result of the declaration of such Cause Event or (ii) the determination of a Manager Cause Event (in accordance with the determination thereof), as the case may be. In the event BH MP shall exercise its right to remove the Manager as the “Manager” under this Agreement, BH MP shall promptly (but in no event later than ten (10) Business Days after its exercise of the right of removal) appoint a successor Manager of the Venture (such successor Manager is referred to become effective;herein as a “Successor Manager”). (b) Concurrently Notwithstanding anything to the contrary in this Agreement, (1) the removed Manager (or its Affiliate that is a Member) shall retain all rights of a Member under this Agreement, including, without limitation, its Consent right with such notice or within thirty respect to Major Decisions, the Major Dispute Project Sale Right and all buy / sell rights set forth herein, and (302) days thereafter by notice similarly givenif following the removal of BHMF Member as the “Manager” under this Agreement on account of the occurrence of a Cause Event, a Majority Successor Manager Cause Event occurs, then BHMF Member shall have the right to either (x) replace such Successor Manager in accordance with this Section 6.9 and the definition of “Successor Manager Cause Event” (provided such replacement Manager is approved by PGGM PRE Fund), or (y) apply to a court of competent jurisdiction to have a replacement Manager appointed for the Members may also designate a successor as Manager;Venture. (c) Substitution If BH MP becomes aware of any event or circumstance BH MP reasonably believes is likely to result in a Successor Manager Cause Event, BH MP will promptly notify BHMF Member in writing of the occurrence of such event or circumstance. In the event either (1) any such written notice states that an event or circumstance has occurred which BH MP reasonably believes is likely to result in a Successor Manager Cause Event or (2) BH MP obtains knowledge that an event or circumstance has occurred that is reasonably likely to result in a Successor Manager Cause Event, then subject to any cure period applicable to such event or circumstance as provided in the definition of Successor Manager Cause Event, BHMF Member shall have a period of ninety (90) days following the last day of the cure period applicable to such event or circumstance as provided in the definition of Successor Manager Cause Event to (x) declare in writing the occurrence of a new Manager“Successor Manager Cause Event” for all purposes of this Agreement, if anyand (y) exercise its rights set forth in Section 6.9(b) of this Agreement. If BHMF Member does not declare in writing the occurrence of a “Successor Manager Cause Event” and exercise its rights set forth in Section 6.9(b) of this Agreement, in each case within the ninety (90) day period set forth in the immediately preceding sentence, then for all purposes of this Agreement, (A) a “Successor Manager Cause Event” will be deemed not to have occurred, (B) BHMF Member shall be effective upon written acceptance deemed to have waived any rights with respect to such event or circumstance and (C) BHMF Member shall be estopped from asserting that such event or circumstance constitutes a “Successor Manager Cause Event” (provided, however, that for purposes of clauses (A) and (B), BHMF Member and the Venture shall not be deemed to have waived any right against the Successor Manager to claim damages suffered by BHMF Member or the Venture on account of such event or circumstance). (d) Upon the occurrence of a Cause Event, whether or not BH MP elects to remove the Manager and appoint a Successor Manager as provided under clause (a) of this Section 6.9, BH MP may elect to designate an Administrator and cause the Venture to engage such Administrator whose mandate shall be to approve, review and oversee the prior and ongoing cash payables and receivables of the duties Venture and responsibilities its underlying Subsidiary REITs. The Administrator shall have no authority to act on behalf of a Manager the Venture, and any findings or reports made by the new Manager Administrator shall be provided to all Members at the same time. The designation of the Administrator and the terms of the engagement of the Administrator shall be subject to the provisions of Section 7.1. Upon effective substitution of a new Manager, this Agreement shall remain in full force and effect, except for the change in the Manager, and business approval of the Company BHMF Member, which approval shall not be continued by the new Managerunreasonably withheld. If an additional Manager is elected by the affirmative vote or consent of the Majority of the Members, without the concurrence of the Managers, or if all or any one of the initial Managers is removed as a Manager by the affirmative vote or consent of the Majority of the Members, and a successor or additional Manager(s) is thereafter designated, and if such successor or additional Manager(s) begins using any other loan brokerage firm for the placement of Loans or the servicing of Loans, Redwood Mortgage Corp. will be immediately released from any further obligation under the Formation Loan (except for a proportionate share of the principal installment due at the end of that year, prorated according to the days elapsed.) In the event that all an Administrator is engaged as provided in the preceding sentence, the engagement of the Managers are removedAdministrator may be terminated at the election of BH MP at any time. Upon the occurrence of a Successor Manager Cause Event, no other Managers are electedwhether or not the BHMF Member elects to remove the Successor Manager as provided in Section 6.9(c), the Company BHMF Member may elect to designate an Administrator and cause the Venture to engage such Administrator on the same basis as provided in this Section 6.9(d). In the event an Administrator is liquidated and Redwood Mortgage Corp. is no longer receiving payments for services renderedengaged as provided in the previous sentence, the debt on engagement of the Formation Loan shall Administrator may be forgiven by terminated at the Company and Redwood Mortgage Corp. will be immediately released from election of the BHMF Member at any further obligation under the Formation Loantime.

Removal of Manager. A (a) The Manager may be removed upon by the GECC Member as provided herein under the following conditions:circumstances (a "Removal Event"): (a1) By affirmative vote Developer Member commits material breach of this Agreement (other than Cause, an Additional Capital Contribution Default or a Project Capital Contribution Default) and such breach is not cured within ten (10) days after written consent of notice by the Majority of the Members (excluding any Units or Percentage Interest of the Manager being removed). Members may exercise such right by presenting GECC Member to the Manager a noticeDeveloper Member, with due verification of or if such vote or consentbreach does not involve the failure to pay money and cannot reasonably be cured within such ten (10) day period, to the effect that the Manager such breach is removed; the notice shall set forth the grounds for removal and the date on which removal is to become effective; (b) Concurrently with such notice or not cured within thirty (30) days thereafter by notice similarly givenafter such written notice; (2) Cause exists or occurs with respect to the Developer Member or SUSA; (3) the occurrence or existence of an Additional Capital Contribution Default Event with respect to the Developer Member; (4) the occurrence or existence of a Project Capital Contribution Default with respect to the Developer Member; or (5) the occurrence or existence of a "Removal Event" under the Other Company LLC Agreement. (b) Upon the occurrence of a Removal Event, the GECC Member may remove the Developer Member as the Manager, in which event (i) the GECC Member may appoint itself, a Majority GECC Affiliate or a third party as Manager, (ii) if the Developer Member is removed as Manager, the right of the Members Developer Member to receive distributions of Available Cash, as set forth in Section 8.2 hereof, shall be modified as set forth in Schedule 6.3(b) hereto, and (iii) if the Developer Member is removed as Manager and its right to receive distributions of Available Cash is reduced in accordance with the preceding clause, the right of the GECC Member to receive distributions of Available Cash shall be correspondingly increased, or the GECC Member may also designate admit any Person as a successor Member without the consent or approval of the Developer Member and may assign to such new Member all or part of the GECC Member's increased distribution right; however, the replacement Manager is not required to be a Member and may be paid such reasonable compensation by the Company for its services as Manager;the GECC Member shall determine. (c) Substitution Upon the occurrence of a new Manager, Removal Event and if any, shall be effective upon written acceptance of the duties and responsibilities of a Manager by the new Manager and subject to the provisions of Section 7.1. Upon effective substitution of a new Manager, this Agreement shall remain in full force and effect, except for the change in the Manager, and business of the Company shall be continued by the new Manager. If an additional Manager is elected by the affirmative vote or consent of the Majority of the Members, without the concurrence of the Managers, or if all or any one of the initial Managers Developer Member is removed as a Manager by in accordance with the affirmative vote or consent preceding paragraph, then in addition and at the option of the Majority GECC Member, any and all agreements between the Company (or any of its Subsidiaries) and the Developer Member or SUSA, or any of their respective Affiliates, including the Property Management Agreement, shall terminate without payment of any fees, penalties or other compensation except for such amounts as may have accrued and remain unpaid as of the Membersdate of any such termination; however, and the Property Management Agreement provides for a successor or additional Manager(s) is thereafter designated, and if such successor or additional Manager(s) begins using any other loan brokerage firm for continuing license to operate the placement of Loans or the servicing of Loans, Redwood Mortgage Corp. will be immediately released from any further obligation Projects under the Formation Loan (except trade name "Storage USA" for a proportionate share of the principal installment due at the end of that yearroyalty-free transition period not to exceed 180 days, prorated according to the days elapsed.) In the event that all of the Managers are removed, no other Managers are elected, the Company is liquidated and Redwood Mortgage Corp. is no longer receiving payments for services rendered, the debt on the Formation Loan which license shall be forgiven by the Company and Redwood Mortgage Corp. will be immediately released from survive any further obligation under the Formation Loan.termination

Removal of Manager. A (a) The Manager may be removed upon by the GECC Member as provided herein under the following conditions:circumstances (a "Removal Event"): (a1) By affirmative vote Developer Member commits material breach of this Agreement (other than Cause, an Additional Capital Contribution Default or a Project Capital Contribution Default) and such breach is not cured within ten (10) days after written consent of notice by the Majority of the Members (excluding any Units or Percentage Interest of the Manager being removed). Members may exercise such right by presenting GECC Member to the Manager a noticeDeveloper Member, with due verification of or if such vote or consentbreach does not involve the failure to pay money and cannot reasonably be cured within such ten (10) day period, to the effect that the Manager such breach is removed; the notice shall set forth the grounds for removal and the date on which removal is to become effective; (b) Concurrently with such notice or not cured within thirty (30) days thereafter by notice similarly givenafter such written notice; (2) Cause exists or occurs with respect to the Developer Member or SUSA; (3) the occurrence or existence of an Additional Capital Contribution Default Event with respect to the Developer Member; (4) the occurrence or existence of a Project Capital Contribution Default with respect to the Developer Member; or (5) the occurrence or existence of a "Removal Event" under the Other Company LLC Agreement. (b) Upon the occurrence of a Removal Event, the GECC Member may remove the Developer Member as the Manager, in which event (i) the GECC Member may appoint itself, a Majority GECC Affiliate or a third party as Manager, (ii) if the Developer Member is removed as Manager, the right of the Members Developer Member to receive distributions of Available Cash, as set forth in Section 8.2 hereof, shall be modified as set forth in Schedule 6.3(b) hereto, and (iii) if the Developer Member is removed as Manager and its right to receive distributions of Available Cash is reduced in accordance with the preceding clause, the right of the GECC Member to receive distributions of Available Cash shall be correspondingly increased, or the GECC Member may also designate admit any Person as a successor Member without the consent or approval of the Developer Member and may assign to such new Member all or part of the GECC Member's increased distribution right; however, the replacement Manager is not required to be a Member and may be paid such reasonable compensation by the Company for its services as Manager;the GECC Member shall determine. (c) Substitution Upon the occurrence of a new Removal Event and if the Developer Member is removed as Manager in accordance with the preceding paragraph, then in addition and at the option of the GECC Member, any and all agreements between the Company (or any of its Subsidiaries) and the Developer Member or SUSA, or any of their respective Affiliates, including any Development Agreements, Construction Contracts and the Property Management Agreement, shall terminate without payment of any fees, penalties or other compensation except for such amounts as may have accrued and remain unpaid as of the date of any such termination; however, the Property Management Agreement provides for a continuing license to operate the Projects under the trade name "Storage USA" for a royalty-free transition period not to exceed 180 days, which license shall survive any termination of the Property Management Agreement. If the Company continues the use of such name after the expiration of such transition period, then, in addition to all other rights and remedies available at law or in equity to the Developer Member for such use, the Company shall pay to the Developer Member, as a royalty, a license fee equal to five percent (5%) of the Operating Revenues derived from any Projects that continue to be operated under the trade name "Storage USA" until the use of such trade name ceases. In addition, the removal of the Developer Member as Manager and termination of any Construction Contracts shall not waive, alter or discharge the continuing obligations of the Developer Member under Section 4.13(c) hereof, and notwithstanding anything to the contrary contained in this Agreement, following the removal of the Developer Member as Manager, if any, the GECC Member shall be effective upon written acceptance of have the duties sole and responsibilities of a Manager by the new Manager and subject to the provisions of Section 7.1. Upon effective substitution of a new Manager, this Agreement shall remain in full force and effect, except for the change in the Manager, and business exclusive authority on behalf of the Company shall be continued by to make all determinations with respect to the Property Management Agreement, any Development Agreement and any 49 Construction Contract (if such Agreements are not terminated as hereinabove provided) and any new Manager. If an additional Manager is elected by property management, development and construction contract that the affirmative vote or consent GECC Member may enter into on behalf of the Majority Company following such removal. Notwithstanding anything to the contrary contained in this Agreement, after termination of the MembersProperty Management Agreement, without the concurrence GECC Member shall have the sole and exclusive authority on behalf of the Managers, or if all or Company to appoint and employ any one of the initial Managers is removed as a Manager by the affirmative vote or consent of the Majority of the Members, self-storage operator to provide asset and a successor or additional Manager(s) is thereafter designated, and if such successor or additional Manager(s) begins using any other loan brokerage firm for the placement of Loans or the servicing of Loans, Redwood Mortgage Corp. will be immediately released from any further obligation under the Formation Loan (except for a proportionate share of the principal installment due at the end of that year, prorated according property management services to the days elapsed.) In the event that all of the Managers are removed, no other Managers are elected, the Company is liquidated and Redwood Mortgage Corp. is no longer receiving payments for services rendered, the debt on the Formation Loan shall be forgiven by the Company and Redwood Mortgage Corp. will be immediately released from any further obligation under its Subsidiaries for the Formation LoanProjects and pay such operator market rate compensation.