Common use of General Scope Clause in Contracts

General Scope. Agent shall manage, coordinate and supervise the ------------- proper conduct of the operation, maintenance and management (including internal accounting functions) of the Property (all such activities being hereinafter collectively referred to as "Management Activities"), consistent with good industry practice and standards acceptable to Owner. Agent shall have such responsibilities, and shall perform or take, or cause to be performed or taken, all such services and actions customarily performed or taken by managing agents of property of similar nature, location and character to that of the Property as Agent shall reasonably deem necessary or advisable for the proper conduct of the Management Activities, including, without limitation, the duties and powers set forth in subsections (b) through (k) below. Unless otherwise specifically provided in this Agreement, all services and actions which Agent is required or permitted to perform or take, or cause to be performed or taken, under this Agreement in connection with the Management Activities shall be performed or taken, as the case may be, for and on behalf of Owner and at Owner's expense (exclusive of Agent's overhead expenses, travel expenses, compensation of Agent's executives and other home office employees, bookkeeping expenses, and expenses relating to the preparation of management and leasing reports), including, without limitation, Agent's contracting with third parties for certain services as provided for hereinbelow. Notwithstanding the foregoing, Agent shall be subject to the limitations of Agent's power and authority set forth in Section 5 below. No business of Agent other than the Management --------- Activities shall be transacted at the Property or from offices located thereon, and the use of the Property by Agent or its employees shall be limited to the conduct of the Management Activities.

General Scope. Agent Manager shall manage, coordinate and supervise the ------------- proper conduct of the business and affairs pertaining to the operation, maintenance and management (including internal accounting functions) of the Property (all such activities being hereinafter collectively referred to as "“Management Activities"”), consistent with good industry practice the same standards and standards acceptable to Ownerpractices Manager employs in connection with managing properties for Sun Communities Operating Limited Partnership and its affiliates (the “Applicable Standards”). Agent Except as otherwise specifically provided in this Agreement, Manager shall have full control and decision-making authority over the operation, maintenance and management of the Property. Manager shall have such responsibilities, and shall perform or and take, or cause to be performed or taken, all such services and actions customarily performed or taken by managing agents of property of similar nature, location and character to that of the Property as Agent shall reasonably deem be necessary or advisable for the proper conduct of the Management Activities, including, without limitation, the duties and powers set forth in subsections (bSections 3(b) through (k3(l) below. Unless otherwise specifically provided in this Agreement, all services and actions which Agent Manager is required or permitted to perform or take, or cause to be performed or taken, under this Agreement in connection with the Management Activities shall be performed or taken, as the case may be, for and on behalf of Owner and at Owner's sole expense (exclusive of Agent's overhead expenses, travel expenses, compensation of Agent's executives and other home office employees, bookkeeping expenses, and expenses relating to the preparation of management and leasing reports), including, without limitation, AgentManager's travel expenses, Manager's on-site personnel, including the property manager, and Manager's contracting with third parties for certain services as provided for hereinbelowherein. Notwithstanding the foregoing, Agent All Property Revenue (as defined in Section 3(c) below) shall be subject made available to the limitations of Agent's power and authority set forth Manager to be used in Section 5 below. No business of Agent other than the Management --------- Activities shall be transacted at the Property or from offices located thereon, and the use of the Property by Agent or its employees shall be limited to the conduct of conducting the Management Activities. If, in the judgment of Manager, such Property Revenue is not sufficient to permit the Manager to conduct the Management Activities, Owner may, but shall not be required to, contribute cash in an amount equal to any such shortfall to permit the Manager to conduct the Management Activities. In no event shall Owner be deemed to be in default under this Agreement in the event Owner does not contribute cash to fund any such shortfalls. To the extent Owner does not elect to so contribute cash to make up any such shortfall, and Manager reasonably determines that such funds are needed in order for Manager to perform the Management Activities in accordance with Applicable Standards, the Owner shall be required to cause the Mezzanine Borrowers to request additional advances under the Mezzanine Loan to fund such shortfalls and to the extent such Mezzanine Borrowers receive any additional advances under the Mezzanine Loan to fund such shortfalls, Mezzanine Borrowers shall cause such funds to be contributed to Owner and then funded to Manager to make up any remaining shortfall or Owner shall authorize or cause Mezzanine Borrowers to authorize Mezzanine Lender to cause the additional advance to be funded directly to Manager.

General Scope. (1) Except as otherwise specifically provided in this Agreement, the Operating Agent shall manage, coordinate and supervise the ------------- proper conduct of the ordinary and usual business and affairs of the Partnership excluding those areas falling within the scope of the duties and powers of the Booking Agent, as set forth in Article 17 below, but including all aspects of the day-to-day physical operation and maintenance of the Theatre Properties (collectively the “Operating Management Activities”). The Operating Management Activities shall, subject to Section 16.3, be conducted in a manner (hereinafter referred to as “Operating Management Standards”) consistent and in accordance with, in the case of each Theatre Property, (i) the operation of such Theatre Property as a First-Class Theatre including concessions (unless both Partners otherwise agree), (ii) prudent business and management practices applicable to the operation, maintenance and management of such Theatre Property as a First-Class Theatre, and (including internal accounting functionsiii) the requirements of any leases, mortgages, certificates of occupancy, permits, licenses, consents or other recorded and unrecorded agreements (collectively, “Key Documents”) now or hereafter affecting such Theatre Property. Except as otherwise specifically provided in this Agreement, the Property (all such activities being hereinafter collectively referred to as "Management Activities"), consistent with good industry practice and standards acceptable to Owner. Operating Agent shall have such responsibilities, and shall perform or and take, or cause to be performed or taken, all such services and actions customarily performed or taken by managing agents of property of similar naturethe Operating Agent prior to the Closing with respect to each Theatre Property, location and character to that of the Property as Agent shall reasonably deem be necessary or advisable for the proper conduct of the Operating Management ActivitiesActivities in accordance with the Operating Management Standards, including, without limitation, the duties and powers set forth in subsections (b) through (km) below. The Operating Agent shall have no liability to the Partnership with respect to the conduct of the Operating Management Activities other than to carry out the Operating Management Activities in accordance with the Operating Management Standards in a reasonable manner and the Partnership shall indemnify and hold harmless the Operating Agent against all obligations and liabilities incurred by the Operating Agent in the performance of its duties hereunder as provided in Section 16.7 below. (2) Unless otherwise specifically provided in this Agreement, all services and actions which the Operating Agent is required or permitted to perform or take, or cause to be performed or taken, under this Agreement in connection with the Operating Management Activities shall be performed or taken, as the case may be, for and on behalf of Owner the Partnership, at the Partnership’s sole expense and at Owner's expense (exclusive of Agent's overhead expenses, travel expenses, compensation of Agent's executives and other home office employees, bookkeeping expenses, and expenses relating to the preparation of management and leasing reports), including, without limitation, Agent's contracting with third parties for certain services as provided for hereinbelow. Notwithstanding the foregoing, Agent shall be subject to within the limitations of Agent's power and authority set forth in accordance with the Approved Capital and Operating Budgets; provided, that, notwithstanding anything to the contrary contained herein, but subject to Section 5 below. No business 20.2, the Operating Agent need not take any action it would otherwise be required to take if it has reasonable grounds to believe that the Partnership (to the extent it is required to do so) will not bear the expense of Agent other than such action or will not have sufficient funds to bear the Management --------- Activities expense of such action. (3) As used in this Agreement, the term “First-Class Theatre” shall be transacted at the Property or from offices located thereonmean, with respect to any Theatre Property, a first-class, and (except as the use of the Property Partners may otherwise mutually agree) first-run motion picture theatre, as determined by Agent or its employees shall be limited reference to the conduct of the Management Activitiesgeographic area in which such Theatre Property is located.

General Scope. Agent Except as otherwise set forth herein, Manager shall manage, coordinate and supervise the ------------- proper conduct of the business and affairs pertaining to the operation, maintenance and management (including internal accounting functions) of the Property (all such activities being collectively the “Management Activities”). The Management Activities shall be conducted (hereinafter collectively referred to as "“Management Activities"Standards”) (i) in a manner consistent with the existing character, condition and level of operation and maintenance of the Property, and (ii) with reasonable diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims. Additionally, to the extent reasonably practicable, Manager shall conduct the Management Activities in a manner consistent with the requirements of any Leases (as hereinafter defined), mortgages, deeds of trust, certificates of occupancy, permits, licenses, consents or other recorded and unrecorded agreements (collectively, “Key Documents”) now or hereafter affecting the Property to the extent that true and correct copies of such Key Documents have been delivered to Manager. To the extent Manager is uncertain of its obligations under any Lease or Key Document, Manager shall have the right (if Manager has requested Owner to explain Manager’s obligations and Owner has either failed to do so or Manager, in good faith, disagrees with Owner’s interpretation) to engage legal counsel at Owner’s expense (within the limitations of the Approved Annual Budget (as defined in Paragraph 5)) and to rely upon the advice of such counsel. Manager shall have no authority to and may not execute any mortgages or deeds of trust on Owner’s behalf. Unless otherwise instructed by Owner in writing, Manager shall have the right to execute Leases on Owner’s behalf, provided that such Leases are consistent with good industry practice general leasing parameters approved by Owner and standards acceptable to provided that Manager shall not without Owner’s consent execute any Major Tenant Lease under (and as defined in) that certain Agreement of General Partnership of Westcore ▇▇▇ Partners (“Westcore ▇▇▇”), dated the date hereof (the “Westcore ▇▇▇ Partnership Agreement”), by and between Dividend ▇▇▇, LLC and WP ▇▇▇, LLC. Agent Manager shall have such responsibilities, and shall perform or and take, or cause to be performed or taken, all such services and actions customarily performed or taken by managing agents of property of similar nature, location comparable office building complexes and character to that of the Property as Agent shall reasonably deem be necessary or advisable for the proper conduct of the Management ActivitiesActivities in accordance with the Management Standards, including, without limitation, the duties and powers set forth in subsections (bParagraphs 3(b) through (ko) below, subject, however, to the limitations set forth in this Agreement. Unless otherwise specifically provided in this Agreement, all services and actions which Agent that Manager is required or permitted to perform or take, or cause to be performed or taken, under this Agreement in connection with the Management Activities shall be performed or taken, as the case may be, for and on behalf of Owner and at Owner's expense (exclusive of Agent's overhead expenses, travel expenses, compensation of Agent's executives and other home office employees, bookkeeping expenses’s sole expense, and expenses relating to the preparation of management and leasing reports), including, without limitation, Agent's contracting with third parties for certain services as provided for hereinbelow. Notwithstanding the foregoing, Agent shall be subject to within the limitations of Agent's power and authority set forth in Section 5 below. No business of Agent other than the Management --------- Activities shall be transacted at the Property or from offices located thereon, and the use of the Property by Agent or its employees shall be limited to the conduct of the Management ActivitiesApproved Annual Budget.