Common use of Removal of the Managing Member Clause in Contracts

Removal of the Managing Member. Economic Members of the Company acting by way of a Super Majority Vote may elect to remove the Managing Member at any time if the Managing Member is found by a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with a Series or the Company and which has a material adverse effect the Company. The Managing Member shall call a meeting of all of the Economic Members of the Company within 30 calendar days of such final non-appealable judgment of a court of competent jurisdiction, at which the Economic Members may (i) by Super Majority Vote, remove the Managing Member of the Company and each relevant Series in accordance with this ARTICLE X and (ii) if the Managing Member is so removed, by a plurality, appoint a replacement Managing Member or the liquidation and dissolution and termination the Company and each of the Series in accordance with ARTICLE XI. If the Managing Member fails to call a meeting as required by this Article X, then any Economic Member shall have the ability to demand a list of all Record Holders of the Company pursuant to Section 8.1(b) and to call a meeting at which such a vote shall be taken. In the event of its removal, the Managing Member shall be entitled to receive all amounts that have accrued and are then currently due and payable to it pursuant to this Agreement but shall forfeit its right to any future distributions. If the Managing Member of a Series and the Asset Manager of a Series shall be the same Person or controlled Affiliates, then the Managing Members appointment as Asset Manager of such Series shall concurrently automatically terminate. Prior to its admission as a Managing Member of any Series, any replacement Managing Member shall acquire the Interests held by the departing Managing Member in such Series for fair market value and in cash immediately payable on the Transfer of such Interests and appoint a replacement Asset Manager on the same terms and conditions set forth herein and in the Asset Management Agreement. For the avoidance of doubt, if the Managing Member is removed as Managing Member of the Company it shall also cease to be Managing Member of each of the Series.

Removal of the Managing Member. Economic Members of the Company acting by way of a Super Majority Vote may elect to remove the Managing Member at any time if the Managing Member is found by a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with a Series or the Company and which has a material adverse effect the Company. The Managing Member shall call a meeting of all of the Economic Members of the Company within 30 calendar days of such final non-appealable judgment of a court of competent jurisdiction, at which the Economic Members may (i) by Super Majority Vote, remove the Managing Member of the Company and each relevant Series in accordance with this ARTICLE X and (ii) if the Managing Member is so removed, by a plurality, appoint a replacement Managing Member or approve the liquidation and dissolution and termination of the Company and each of the Series in accordance with ARTICLE XI. If the Managing Member fails to call a meeting as required by this Article X, then any Economic Member shall have the ability to demand a list of all Record Holders of the Company pursuant to Section 8.1(b) and to call a meeting at which such a vote shall be taken. In the event of its removal, the Managing Member shall be entitled to receive all amounts that have accrued and are then currently due and payable to it pursuant to this Agreement but shall forfeit its right to any future distributions. If the Managing Member of a Series and the Asset Manager of a Series shall be the same Person or controlled Affiliates, then the Managing Members Member’s appointment as Asset Manager of such Series shall concurrently automatically terminate. Prior to its admission as a Managing Member of any Series, any replacement Managing Member shall acquire the Interests held by the departing Managing Member in such Series for fair market value and in cash immediately payable on the Transfer of such Interests and appoint a replacement Asset Manager on the same terms and conditions set forth herein and in the Asset Management Agreement. For the avoidance of doubt, if the Managing Member is removed as Managing Member of the Company it shall also cease to be Managing Member of each of the Series.

Removal of the Managing Member. Economic Members of the Company acting by way of a Super Majority Vote may elect to remove the Managing Member at any time if the such Managing Member is found by a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with a Series or the Company and which has a material adverse effect the Company. The Managing Member shall call a meeting of all of the Economic Members of the Company within 30 calendar days of such final non-appealable judgment of a court of competent jurisdiction, at which the Economic Members may (i) by Super Majority Vote, remove the such Managing Member of the Company and each relevant Series in accordance with this ARTICLE Article X and (ii) if the such Managing Member is so removed, by a plurality, appoint a replacement Managing Member or elect for the liquidation and dissolution and termination the Company and each of the Series in accordance with ARTICLE Article XI. If the Managing Member fails to call a meeting as required by this Article X, then any Economic Member shall have the ability to demand a list of all Record Holders of the Company pursuant to Section 8.1(b8.01(b) and to call a meeting at which such a vote shall be taken. In the event of its removal, the such Managing Member shall be entitled to receive all amounts that have accrued and are then currently due and payable to it pursuant to this Agreement but shall forfeit its right to any future distributions. If the a Managing Member of the Company or a Series and the Administrative Manager or any Asset Manager of a Series shall be the same Person or controlled Affiliates, then the Managing Members appointment as of such Asset Manager of such Series or Administrative Manager shall concurrently automatically terminate. Prior to its admission as a Managing Member of any SeriesSeries or of the Company, any replacement Managing Member shall acquire the Interests Shares held by the departing Managing Member in such Series or of the Company, if any, for fair market value and in cash immediately payable on the Transfer of such Interests Shares and appoint a replacement Asset Manager or Administrative Manager, as applicable, on the same terms and conditions set forth herein and or in the Asset relevant Management Agreement. For the avoidance of doubt, if the a Managing Member is removed as a Managing Member of the Company it shall also cease to be a Managing Member of each of the Series.

Removal of the Managing Member. Economic Members of the Company acting by way of a Super Majority Vote may elect to remove the Managing Member at any time if the Managing Member is found by a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with a Series or the Company and which has a material adverse effect the Company. The Managing Member shall call a meeting of all of the Economic Members of the Company within 30 calendar days of such final non-appealable judgment of a court of competent jurisdiction, at which the Economic Members may (i) by Super Majority Vote, remove the Managing Member of the Company and each relevant Series in accordance with this ARTICLE X and (ii) if the Managing Member is so removed, by a plurality, appoint a replacement Managing Member or the liquidation and dissolution and termination the Company and each of the Series in accordance with ARTICLE XI. If the Managing Member fails to call a meeting as required by this Article ARTICLE X, then any Economic Member shall have the ability to demand a list of all Record Holders of the Company pursuant to Section 8.1(b) and to call a meeting at which such a vote shall be taken. In the event of its removal, the Managing Member shall be entitled to receive all amounts that have accrued and are then currently due and payable to it pursuant to this Agreement but shall forfeit its right to any future distributions. If the Managing Member of a Series and the Asset Property Manager of a Series shall be the same Person or controlled Affiliates, then the Managing Members Member’s or such affiliate’s appointment as Asset Property Manager of such Series shall concurrently automatically terminate. Prior to its admission as a Managing Member of any Series, any replacement Managing Member shall acquire the Interests held by the departing Managing Member in such Series for fair market value and in cash immediately payable on the Transfer of such Interests and appoint a replacement Asset Property Manager on the same terms and conditions set forth herein and in the Asset Property Management Agreement. For the avoidance of doubt, if the Managing Member is removed as Managing Member of the Company it shall also cease to be Managing Member of each of the Series.

Removal of the Managing Member. Economic Members of the Company acting by way of a Super Majority Vote may elect to remove the Managing Member at any time if the Managing Member is found by a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with a Series or the Company and which has a material adverse effect the Company. The Managing Member shall call a meeting of all of the Economic Members of the Company within 30 calendar days of such final non-appealable judgment of a court of competent jurisdiction, at which the Economic Members may (i) by Super Majority Vote, remove the Managing Member of the Company and each relevant Series in accordance with this ARTICLE X Article IX; and (ii) if the Managing Member is so removed, by a plurality, appoint a replacement Managing Member or the liquidation and dissolution and termination the Company and each of the Series in accordance with ARTICLE XI. Article X. If the Managing Member fails to call a meeting as required by this Article XIX, then any Economic Member shall have the ability to demand a list of all Record Holders of the Company pursuant to Section 8.1(b7.01(b) and to call a meeting at which such a vote shall be taken. In the event of its removal, the Managing Member shall be entitled to receive all amounts that have accrued and are then currently due and payable to it pursuant to this Agreement but shall forfeit its right to any future distributions. If the Managing Member of a Series and the Asset Manager of a Series shall be the same Person or controlled Affiliates, then the Managing Members Member’s appointment as Asset Manager of such Series shall concurrently automatically terminate. Prior to its admission as a Managing Member of any SeriesMember, any replacement Managing Member shall acquire the Interests held by the departing Managing Member in such Series for fair market value and in cash immediately payable on the Transfer of such Interests and appoint a replacement Asset Manager on the same terms and conditions set forth herein and in the Asset Management Agreement. For the avoidance of doubt, if the Managing Member is removed as Managing Member of the Company it shall also cease to be Managing Member of each of the Series.

Removal of the Managing Member. Economic Members of the Company acting by way of a Super Majority Vote may elect to remove the Managing Member at any time if the Managing Member is found by a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with a Series or the Company and which has a material adverse effect the Company. The Managing Member shall call a meeting of all of the Economic Members of the Company within 30 calendar days of such final non-appealable judgment of a court of competent jurisdiction, at which the Economic Members may (i) by Super Majority Vote, remove the Managing Member of the Company and each relevant Series in accordance with this ARTICLE Article X and (ii) if the Managing Member is so removed, by a plurality, appoint a replacement Managing Member or the liquidation and dissolution and termination the Company and each of the Series in accordance with ARTICLE Article XI. If the Managing Member fails to call a meeting as required by this Article X, then any Economic Member shall have the ability to demand a list of all Record Holders of the Company pursuant to Section 8.1(b8.01(b) and to call a meeting at which such a vote shall be taken. In the event of its removal, the Managing Member shall be entitled to receive all amounts that have accrued and are then currently due and payable to it pursuant to this Agreement but shall forfeit its right to any future distributions. If the Managing Member of a Series and the Asset Manager of a Series shall be the same Person or controlled Affiliates, then the Managing Members appointment as Asset Manager of such Series shall concurrently automatically terminate. Prior to its admission as a Managing Member of any Series, any replacement Managing Member shall acquire the Interests held by the departing Managing Member in such Series for fair market value and in cash immediately payable on the Transfer of such Interests and appoint a replacement Asset Manager on the same terms and conditions set forth herein and in the Asset Management AgreementInterests. For the avoidance of doubt, if the Managing Member is removed as Managing Member of the Company it shall also cease to be Managing Member of each of the Series.

Removal of the Managing Member. Economic (a) The Managing Member may be removed as the managing member of the Company within sixty (60) days after notice pursuant to Section 4.6(a) of a Removal Conduct Event (or the discovery by the Members of the Company acting by way of failure to give such notice whichever is later) and upon a Super Super-Majority Vote may elect to remove of Members (other than the Managing Member and its Affiliates, including any Person or account the Interest of which is managed by Brookfield on a discretionary basis), at any which time the Removal Liquidating Trustee shall be appointed to wind up and liquidate the assets of the Company in accordance with Section 11.3 hereof (except that if the Managing Member is found by a non-appealable judgment removed prior to the end of a court the Standstill Period, the assets of competent jurisdiction to have committed fraud in connection with a Series or the Company shall not be liquidated until the end of the Standstill Period, except to the extent permitted by the Restructuring Proposal). (b) The Managing Member shall provide prompt (and in any event within two (2) Business Days) written notice to the Non-Managing Members if and when any of the events described in the definition of “Removal Conduct Event” occurs. (c) In addition to the foregoing, the Managing Member shall be suspended and temporarily replaced as managing member of the Company by Hyper-Majority Vote of Members (other than the Managing Member and its Affiliates, including any Person or account the Interest of which is managed by Brookfield on a discretionary basis) if a Hyper-Majority Vote of Members claims that the Managing Member has committed fraud, gross negligence, willful misconduct or willful and knowing breach of this Agreement or willful violation of law in the management of the affairs of the Company and/or GGP (including misappropriation of funds), which has a material adverse effect on the CompanyCompany or GGP. The Managing Member shall call a meeting of all of the Economic Members of the Company may, in its sole discretion, dispute any such claim made against it by bringing such matter to arbitration pursuant to Section 12.14 hereof within 30 calendar thirty (30) days of such final non-appealable judgment of a court of competent jurisdiction, at which the Economic Members may (i) by Super Majority Vote, remove the Managing Member of the Company suspension and each relevant Series in accordance with this ARTICLE X and (ii) if the Managing Member is so removed, by a plurality, appoint a replacement Managing Member or the liquidation and dissolution and termination the Company and each of the Series in accordance with ARTICLE XItemporary replacement. If the Managing Member fails to call a meeting does not dispute any such claim made against it within thirty (30) days of such suspension and temporary replacement or if by final determination of such arbitration process it has been determined that the Managing Member has committed such an act (whether as required by this Article X, then any Economic Member shall have the ability to demand a list of all Record Holders of the Company pursuant to Section 8.1(b) and to call a meeting at which such a vote shall be taken. In the event of its removalclaimed or otherwise), the Managing Member shall be entitled to receive all amounts that have accrued and are then currently due and payable to it pursuant to this Agreement but shall forfeit its right to any future distributions. If removed as the Managing Member managing member of a Series and the Asset Manager of a Series Company, at which time the Removal Liquidating Trustee shall be appointed to wind up and liquidate the same Person or controlled Affiliates, then assets of the Managing Members appointment as Asset Manager of such Series shall concurrently automatically terminate. Prior to its admission as a Managing Member of any Series, any replacement Managing Member shall acquire the Interests held by the departing Managing Member Company in such Series for fair market value and in cash immediately payable on the Transfer of such Interests and appoint a replacement Asset Manager on the same terms and conditions set forth herein and in the Asset Management Agreement. For the avoidance of doubt, accordance with Section 11.3 hereof (except that if the Managing Member is removed as Managing Member prior to the end of the Standstill Period, the assets of the Company shall not be liquidated until the end of the Standstill Period, except to the extent permitted by the Restructuring Proposal); provided, that if it is determined in such arbitration process that the Managing Member committed an act constituting grounds for the removal of the Managing Member, but such act is not the same act that was claimed, the Managing Member shall also not be removed as the managing member of the Company unless such removal is approved by a Hyper-Majority Vote of Members (other than the Managing Member and its Affiliates, including any Person or account the Interest of which is managed by Brookfield on a discretionary basis). If by final determination of such arbitration process it is determined that the Managing Member has not committed such an act (whether as claimed or otherwise), the Managing Member shall be reinstated as managing member of the Company. For greater certainty, any reduction in the Transaction Distribution Amount and the Carried Interest pursuant to Section 6.2(a) hereof shall not take effect unless and until the Managing Member has been finally removed as managing member of the Company in accordance with the foregoing; provided, that, during the period the Managing Member is suspended pursuant to this Section 4.6(c), any Transaction Distribution Amount or Carried Interest otherwise payable shall be withheld from the Managing Member and the Class B Member, respectively, and held in escrow and paid immediately to the Managing Member and the Class B Member, respectively, if and when the Managing Member is reinstated as managing member. (d) In the event the Managing Member is removed or temporarily replaced in accordance with Sections 4.6(a) or 4.6(c) hereof, the removed or temporarily replaced Managing Member shall, until the Company is dissolved and wound up or the temporarily replaced Managing Member is reinstated: (i) become, without any further action being required of any Person, a Non-Managing Member and shall cease being the managing member of the Company; (ii) subject to Section 6.2(a) hereof, be entitled to receive (in its capacity as a Non-Managing Member) all distributions that otherwise would have been distributable to it pursuant to Article 6 hereof as if it had not been removed as the managing member of the Company; and (iii) together with its Affiliates, continue to be Managing Member Indemnified Parties and be entitled to indemnification in accordance with Section 9.2 hereof in respect of each of the Seriesconduct prior to such removal or temporary replacement.

Removal of the Managing Member. Economic Members of A Removal Quorum (as defined in Schedule 6) shall have the Company acting by way of a Super Majority Vote may elect right to remove the Managing CIM Member at any time if as the Managing Member is found by a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with a Series or the Company and which has a material adverse effect the Company. The Managing Member shall call a meeting of all of the Economic Members of the Company within 30 calendar days of such final non-appealable judgment of a court of competent jurisdiction, at which the Economic Members may (i) by Super Majority Vote, remove the Managing Member of the Company and each relevant Series in accordance with this ARTICLE X and (ii) if the Managing Member is so removed, by a plurality, appoint a replacement Managing Member or upon the liquidation and dissolution and termination occurrence of Cause (as defined in Schedule 6). A Co-Investor Member Majority-in-Interest shall exercise the Company and each of the Series rights set forth in accordance with ARTICLE XI. If this Section 7.07 by giving written notice thereof to the Managing Member fails (the “Removal Notice”), which Removal Notice shall specify the reason for such removal. Any removal of the Managing Member pursuant to call this Section 7.07 shall be effective as of the date which is set forth in such Removal Notice or, if later, the date on which a meeting as required by this Article X, then any Economic replacement Managing Member shall have the ability been appointed and, if applicable, admitted to demand a list of all Record Holders of the Company pursuant to Section 8.1(b) and to call a meeting at which (the later of such a vote shall be takendates, the “Removal Date”). In the event of its removal, that the CIM Member is removed as Managing Member shall be entitled to receive all amounts that have accrued and are then currently due and payable to it pursuant to this Agreement Section 7.07, (x) all outstanding Required Capital Shortfall Loans made by the Managing Member, if any, and the accrued and unpaid interest thereon, and (y) any accrued but shall forfeit its right unpaid Management Fees with respect to any future distributions. If period prior to the Managing Member of a Series and the Asset Manager of a Series Removal Date, shall be paid in full to the same Person CIM Member (or controlled Affiliates, then the Managing Members appointment as Asset Manager applicable Affiliate thereof in the case of such Series shall concurrently automatically terminate. Prior to its admission as a Managing Member of any Series, any replacement Managing Member shall acquire the Interests held by the departing Managing Member in such Series for fair market value and in cash immediately payable Management Fees) on the Transfer of such Interests and appoint a replacement Asset Manager on the same terms and conditions set forth herein and in the Asset Management AgreementRemoval Date. For the avoidance of doubtIn addition, if the Managing Member is removed pursuant to this Section 7.07, the Co-Investor Members shall collectively purchase for cash the entire “promote interest” of the CIM Member (i.e., the right of the CIM Member to receive distributions pursuant to subclauses (B) and (C) of clause (7) of Section 6.07(a) above) and, at the CIM Member’s election, the remainder of the CIM Member’s Interest, on the Removal Date for an amount equal to one hundred percent (100%) of the fair market value thereof as of the Removal Date (as determined by the Expert) minus the amount of any actual out-of-pocket damages (including diminution in value of the Property but excluding other consequential, special or punitive damages) incurred by the Co-Investor Members to the extent arising out of the act or omission that constituted Cause. The Managing Member and a Co-Investor Member Majority-in-Interest shall collectively instruct the Expert charged with determining the fair market value of the Company it shall also cease CIM Member’s “promote interest” or full Interest (as applicable) under this Section 7.07 in the methodology to be applied in making such determination; provided, however, that in the event the Managing Member and a Co-Investor Member Majority-in-Interest cannot agree on the methodology which the Expert should apply in respect of each any valuation, the Expert shall apply the methodology that it determines is appropriate, taking into consideration the methodologies suggested by the Managing Member and a Co-Investor Member Majority-in-Interest. Any valuation produced by an Expert shall be binding on the Members. The cost of any such valuation shall be borne by the SeriesCIM Member.

Removal of the Managing Member. Economic Members of the Company acting by way of a Super Majority Vote may elect to remove the Managing Member at any time if the Managing Member is found by a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with a Series or the Company and which has a material adverse effect the Company. The Managing Member shall call a meeting of all of the Economic Members of the Company within 30 calendar days of such final non-appealable judgment of a court of competent jurisdiction, at which the Economic Members may (i) by Super Majority Vote, remove the Managing Member of the Company and each relevant Series in accordance with this ARTICLE X and (ii) if the Managing Member is so removed, by a plurality, appoint a replacement Managing Member or the liquidation and dissolution and termination the Company and each of the Series in accordance with ARTICLE XI. If the Managing Member fails to call a meeting as required by this Article X, then any Economic Member shall have the ability to demand a list of all Record Holders of the Company pursuant to Section 8.1(b) and to call a meeting at which such a vote shall be taken. In the event of its removal, the Managing Member shall be entitled to receive all amounts that have accrued and are then currently due and payable to it pursuant to this Agreement but shall forfeit its right to any future distributions. If the Managing Member of a Series and the Asset Property Manager of a Series shall be the same Person or controlled Affiliates, then the Managing Members appointment as Asset Property Manager of such Series shall concurrently automatically terminate. Prior to its admission as a Managing Member of any Series, any replacement Managing Member shall acquire the Interests held by the departing Managing Member in such Series for fair market value and in cash immediately payable on the Transfer of such Interests and appoint a replacement Asset Property Manager on the same terms and conditions set forth herein and in the Asset Property Management Agreement. For the avoidance of doubt, if the Managing Member is removed as Managing Member of the Company it shall also cease to be Managing Member of each of the Series.

Removal of the Managing Member. Economic (a) The Managing Member may be removed as the managing member of the Company within sixty (60) days after notice pursuant to this Section 4.5(a) of a Removal Conduct Event (or the discovery by the Members of the Company acting by way of failure to give such notice whichever is later) and upon a Super Majority Vote may elect to remove of Members (other than the Managing Member and its Affiliates, including any Person or account the Interest of which is managed by Brookfield on a discretionary basis), at which time the Removal Liquidating Trustee shall be appointed to wind up and liquidate the assets of the Company in accordance with Section 11.3 hereof. (b) The Managing Member shall provide prompt (and in any time event within two (2) Business Days) written notice to the Non-Managing Members if and when any of the events described in the definition of “Removal Conduct Event” occurs. (c) In addition to the foregoing, the Managing Member is found shall be suspended and temporarily replaced as managing member of the Company by a non-appealable judgment Majority Vote of Members (other than the Managing Member and its Affiliates, including any Person or account the Interest of which is managed by Brookfield on a court discretionary basis) if a Majority Vote of competent jurisdiction to have Members claims that the Managing Member has committed fraud fraud, gross negligence, willful misconduct or willful and knowing breach of this Agreement or willful violation of law in connection with a Series or the management of the affairs of the Company and and/or the Securities (including misappropriation of funds), which has a material adverse effect on the CompanyCompany or the Securities. The Managing Member shall call a meeting of all of the Economic Members of the Company may, in its sole discretion, dispute any such claim made against it by bringing such matter to arbitration pursuant to Section 12.13 hereof within 30 calendar thirty (30) days of such final non-appealable judgment of a court of competent jurisdiction, at which the Economic Members may (i) by Super Majority Vote, remove the Managing Member of the Company suspension and each relevant Series in accordance with this ARTICLE X and (ii) if the Managing Member is so removed, by a plurality, appoint a replacement Managing Member or the liquidation and dissolution and termination the Company and each of the Series in accordance with ARTICLE XItemporary replacement. If the Managing Member fails to call a meeting does not dispute any such claim made against it within thirty (30) days of such suspension and temporary replacement or if by final determination of such arbitration process it has been determined that the Managing Member has committed such an act (whether as required by this Article X, then any Economic Member shall have the ability to demand a list of all Record Holders of the Company pursuant to Section 8.1(b) and to call a meeting at which such a vote shall be taken. In the event of its removalclaimed or otherwise), the Managing Member shall be entitled removed as the managing member of the Company, at which time the Removal Liquidating Trustee shall be appointed to receive all amounts wind up and liquidate the assets of the Company in accordance with Section 11.3 hereof; provided, that have accrued and are then currently due and payable to if it pursuant to this Agreement but shall forfeit its right to any future distributions. If is determined in such arbitration process that the Managing Member committed an act constituting grounds for the removal of a Series and the Asset Manager of a Series shall be Managing Member, but such act is not the same Person or controlled Affiliatesact that was claimed, then the Managing Member shall not be removed as the managing member of the Company unless such removal is approved by a Majority Vote of Members appointment as Asset Manager (other than the Managing Member and its Affiliates). If by final determination of such Series shall concurrently automatically terminate. Prior to its admission as a arbitration process it is determined that the Managing Member of any Serieshas not committed such an act (whether as claimed or otherwise), any replacement the Managing Member shall acquire be reinstated as managing member of the Interests held by Company. (d) In the departing Managing Member in such Series for fair market value and in cash immediately payable on the Transfer of such Interests and appoint a replacement Asset Manager on the same terms and conditions set forth herein and in the Asset Management Agreement. For the avoidance of doubt, if event the Managing Member is removed as or temporarily replaced in accordance with Section 4.5(a) hereof, the removed or temporarily replaced Managing Member shall, until the Company is dissolved and wound up or the temporarily replaced Managing Member is reinstated: (i) become, without any further action being required of any Person, a Non-Managing Member and shall cease being the managing member of the Company it shall also cease Company; and (ii) together with its Affiliates, continue to be Managing Member Indemnified Parties and be entitled to indemnification in accordance with Section 9.2 hereof in respect of each of the Seriesconduct prior to such removal or temporary replacement.

Removal of the Managing Member. Economic Members of Upon the Company acting by way occurrence of a Super Majority Vote may elect to remove the Managing Member Removal Event, then at any time if until the Removal Event has been cured by the Managing Member is found by a non-appealable judgment of a court of competent jurisdiction Member, the Board (excluding the Manager Group affiliated with the Managing Member)(the “Voting Group”) shall have the right to have committed fraud in connection with a Series or the Company and which has a material adverse effect the Company. The Managing Member shall call a meeting of all of the Economic Members of the Company within 30 calendar days of such final non-appealable judgment of a court of competent jurisdiction, at which the Economic Members may (i) by Super Majority Vote, remove the Managing Member of the Company by delivering written notice (“Removal Notice”) thereof at any time following the occurrence of a Removal Event and each relevant Series appoint another Member or another Person (which Person may be another Member, or may be a person unrelated to the Company or a Member, in accordance with which case such person shall be the “Day-to-Day Manager” and during periods in which a Member is not the Managing Member, all references in this ARTICLE X and agreement to the “Managing Member” shall be deemed a reference to the “Day-to-Day Manager”) to be the successor Managing Member. As used herein, the term “Removal Event” means (i) a change of Control of the Managing Member, (ii) if the Managing Member is so removed, by or was a plurality, appoint a replacement Managing Member or the liquidation and dissolution and termination the Company and each of the Series in accordance with ARTICLE XI. If the Managing Company, such person is no longer a Member fails to call a meeting as required by this Article X, then any Economic Member shall have the ability to demand a list of all Record Holders of the Company pursuant to Section 8.1(bCompany; (iii) and to call a meeting at which such a vote shall be taken. In the event of its removal, the Managing Member shall be entitled to receive all amounts that have accrued and are then currently due and payable to it pursuant to this Agreement but shall forfeit its right to any future distributions. If commission by the Managing Member of a Series fraud, misappropriation of funds, gross negligence or willful misconduct as reasonably determined by the Voting Group; (iv) the bankruptcy or insolvency of the Managing Member; (v) the commission by the Managing Member or its Principal(s) of any “Cause” event; (vi) the mutual agreement of the Managing Member and the Asset Manager Board; (vii) the resignation of a Series shall be the same Person or controlled Affiliates, then the Managing Members appointment as Asset Manager of such Series shall concurrently automatically terminate. Prior to its admission as a Member; (viii) the breach by the Managing Member of any Seriesrepresentation, any replacement warranty or covenant made in this Agreement as reasonably determined by the Voting Group; (ix) the failure of the Managing Member to provide electronic copies of, or permit the Members to inspect and copy the documents maintained at the Managing Member’s offices as provided in Section 7.5 hereof; (x) the Managing Member shall acquire fail for thirty consecutive days to pursue the Interests held development of any parcel in the T-9 Project; (xi) the failure of the Managing Member to reasonably perform its duties as reasonably determined by the departing Managing Member in such Series for fair market value and in cash immediately payable on the Transfer of such Interests and appoint a replacement Asset Manager on the same terms and conditions set forth herein and Voting Group; (xii) in the Asset Management Agreement. For the avoidance of doubt, if event that (a) the Managing Member is removed over budget by 20% of any line item, or 15% the total of any Approved Budget; (b) EBITDA with respect to completed parcel which is fifteen percent (15%) or more lower than the EBITDA projected in any such Approved Budget; (c) a development project is more than forty-five days behind schedule as Managing Member set forth in an Approved GXXXX chart submitted with an Approved Budget and Business Plan; or (d) the Developer Manager has taken an action in violation of the Company it shall also cease to be Managing Member of each of the SeriesSection 6.8 hereof without receiving prior Unanimous approval for same.

Removal of the Managing Member. Economic Members of the Company acting by way of a Super Majority Vote may elect to remove the Managing Member at any time if the Managing Member is found by a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with a Series or the Company and which has a material adverse effect the Company. The Managing Member shall call a meeting of all of the Economic Members of the Company within 30 calendar days of such final non-appealable judgment of a court of competent jurisdiction, at which the Economic Members may (i) by Super Majority Vote, remove the Managing Member of the Company and each relevant Series in accordance with this ARTICLE X and (ii) if the Managing Member is so removed, by a plurality, appoint a replacement Managing Member or the liquidation and dissolution and termination the Company and each of the Series in accordance with ARTICLE XI. If the Managing Member fails to call a meeting as required by this Article ARTICLE X, then any Economic Member shall have the ability to demand a list of all Record Holders of the Company pursuant to Section 8.1(b) and to call a meeting at which such a vote shall be taken. In the event of its removal, the Managing Member shall be entitled to receive all amounts that have accrued and are then currently due and payable to it pursuant to this Agreement but shall forfeit its right to any future distributions. If the Managing Member of a Series and the Asset Property Manager of a Series shall be the same Person or controlled Affiliates, then the Managing Members Member's or such affiliate's appointment as Asset Property Manager of such Series shall concurrently automatically terminate. Prior to its admission as a Managing Member of any Series, any replacement Managing Member shall acquire the Interests held by the departing Managing Member in such Series for fair market value and in cash immediately payable on the Transfer of such Interests and appoint a replacement Asset Property Manager on the same terms and conditions set forth herein and in the Asset Property Management Agreement. For the avoidance of doubt, if the Managing Member is removed as Managing Member of the Company it shall also cease to be Managing Member of each of the Series.

Removal of the Managing Member. Economic Members of the Company acting by way of a Super Majority Vote may elect to remove the Managing Member at any time if the Managing Member is found by a non-non- appealable judgment of a court of competent jurisdiction to have committed fraud in connection DocuSign Envelope ID: 6B6ED8EE-9735-40CC-9571-A5A737D44DF0 with a Series or the Company and which has a material adverse effect the Company. The DocuSign Envelope ID: 6B6ED8EE-9735-40CC-9571-A5A737D44DF0 Managing Member shall call a meeting of all of the Economic Members of the Company within 30 calendar days of such final non-appealable judgment of a court of competent jurisdiction, at which the Economic Members may (i) by Super Majority Vote, remove the Managing Member of the Company and each relevant Series in accordance with this ARTICLE X 10 and (ii) if the Managing Member is so removed, by a plurality, appoint a replacement Managing Member or the liquidation and dissolution and termination the Company and each of the Series in accordance with ARTICLE XI11. If the Managing Member fails to call a meeting as required by this Article XARTICLE 10, then any Economic Member shall have the ability to demand a list of all Record Holders of the Company pursuant to Section 8.1(b) 8.1.2 and to call a meeting at which such a vote shall be taken. In the event of its removal, the Managing Member shall be entitled to receive all amounts that have accrued and are then currently due and payable to it pursuant to this Agreement but shall forfeit its right to any future distributions. If the Managing Member of a Series and the Asset Manager of a Series shall be the same Person or controlled Affiliates, then the Managing Members appointment as Asset Manager of such Series shall concurrently automatically terminate. Prior to its admission as a Managing Member of any Series, any replacement Managing Member shall acquire the Interests Shares held by the departing Managing Member in such Series for fair market value and in cash immediately payable on the Transfer of such Interests and appoint a replacement Asset Manager on the same terms and conditions set forth herein and in the Asset Management AgreementShares. For the avoidance of doubt, if the Managing Member is removed as Managing Member of the Company it shall also cease to be Managing Member of each of the Series.

Removal of the Managing Member. Economic Members of the Company acting by way of a Super Majority Vote may elect to remove the Managing Member at any time if the Managing Member is found by a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with a Series or the Company and which has a material adverse effect the Company. The Managing Member shall call a meeting of all of the Economic Members of the Company within 30 calendar days of such final non-appealable judgment of a court of competent jurisdiction, at which the Economic Members may (i) by Super Majority Vote, remove the Managing Member of the Company and each relevant Series in accordance with this ARTICLE X and (ii) if the Managing Member is so removed, by a plurality, appoint a replacement Managing Member or the liquidation and dissolution and termination the Company and each of the Series in accordance with ARTICLE XI. If the Managing Member fails to call a meeting as required by this Article X, then any Economic Member shall have the ability to demand a list of all Record Holders of the Company pursuant to Section 8.1(b) and to call a meeting at which such a vote shall be taken. In the event of its removal, the Managing Member shall be entitled to receive all amounts that have accrued and are then currently due and payable to it pursuant to this Agreement but shall forfeit its right to any future distributions. If the Managing Member of a Series and the Asset Property Manager of a Series shall be the same Person or controlled Affiliates, then the Managing Members Member’s or such Affiliate’s appointment as Asset Property Manager of such Series shall concurrently automatically terminate. Prior to its admission as a Managing Member of any Series, any replacement Managing Member shall acquire the Interests held by the departing Managing Member in such Series for fair market value and in cash immediately payable on the Transfer of such Interests and appoint a replacement Asset Property Manager on the same terms and conditions set forth herein and in the Asset Property Management Agreement. For the avoidance of doubt, if the Managing Member is removed as Managing Member of the Company it shall also cease to be Managing Member of each of the Series.

Removal of the Managing Member. Economic Members of the Company acting by way of a Super Majority Vote may elect to remove the Managing Member at any time if the Managing Member is found by a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with a Series or the Company and which has a material adverse effect the Company. The Managing Member shall call a meeting of all of the Economic Members of the Company within 30 calendar days of such final non-appealable judgment of a court of competent jurisdiction, at which the Economic Members may (i) by Super Majority Vote, remove the Managing Member of the Company and each relevant Series in accordance with this ARTICLE Article X and (ii) if the Managing Member is so removed, by a plurality, appoint a replacement Managing Member or the liquidation and dissolution and termination the Company and each of the Series in accordance with ARTICLE Article XI. If the Managing Member fails to call a meeting as required by this Article X, then any Economic Member shall have the ability to demand a list of all Record Holders of the Company pursuant to Section 8.1(b8.01(b) and to call a meeting at which such a vote shall be taken. In the event of its removal, the Managing Member shall be entitled to receive all amounts that have accrued and are then currently due and payable to it pursuant to this Agreement but shall forfeit its right to any future distributions. If the Managing Member of a Series and the Asset Manager of a Series shall be the same Person or controlled Affiliates, then the Managing Members appointment as Asset Manager of such Series shall concurrently automatically terminate. Prior to its admission as a Managing Member of any Series, any replacement Managing Member shall acquire the Interests held by the departing Managing Member in such Series for fair market value and in cash immediately payable on the Transfer of such Interests and appoint a replacement Asset Manager on the same terms and conditions set forth herein and in the Asset Management Agreement. For the avoidance of doubt, if the Managing Member is removed as Managing Member of the Company it shall also cease to be Managing Member of each of the Series.