Common use of Parking Management Clause in Contracts

Parking Management. (a) Borrower shall (i) promptly perform and observe all of the covenants required to be performed and observed by it under the agreement between Parking Manager and Borrower pursuant to which the parking manager of the parking areas of the Property (the “Parking Manager”) is employed to perform parking management services for the Property (the “Parking Management Agreement”) and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any default under the Parking Management Agreement of which it is aware; (iii) promptly deliver to Lender a copy of any notice of default or other material notice received by Borrower under the Parking Management Agreement; (iv) promptly give notice to Lender of any notice or information that Borrower receives which indicates that Parking Manager is terminating the Parking Management Agreement or that Parking Manager is otherwise discontinuing its management of the paring areas of the Property; and (v) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Parking Manager under the Parking Management Agreement. Subject to the last sentence of this subsection, Borrower shall not, without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed): (i) surrender, terminate or cancel the Parking Management Agreement or otherwise replace Parking Manager or enter into any other parking management agreement with respect to the Property; (ii) reduce or consent to the reduction of the term of the Parking Management Agreement; (iii) increase or consent to the increase of the amount of any charges under the Parking Management Agreement; or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Parking Management Agreement in any material respect. In the event that Borrower replaces Parking Manager at any time during the term of Loan, such Parking Manager shall be a Qualified Parking Manager (defined below). Notwithstanding anything to the contrary contained herein or in the other Loan Documents, Lender’s receipt of a New Non-Consolidation Opinion shall be a condition precedent to any appointment of an Affiliated Manager (defined below) as Parking Manager for the Property. Borrower may terminate any Parking Manager without Lender’s consent, provided, that, Borrower provides Lender (A) ten (10) days prior written notice of such termination, (B) evidence that a Qualified Parking Manager has been engaged to manage the Property pursuant to a Replacement Parking Management Agreement (defined below) effective as of the date of termination of the terminated Parking Manager, (C) a duly executed copy of the Replacement Parking Management Agreement, (D) to the extent such replacement Parking Manager is an Affiliated Manager, a New Non-Consolidation Opinion and (E) evidence reasonably acceptable to Lender that either (I) no termination or similar fees are due in connection with the termination of the then current Parking Manager or (II) Borrower has sufficient sums to pay any such fees without adversely impacting the cash flow of the Property and/or Borrower ability to perform hereunder or under the other Loan Documents. (b) During the existence of a Parking Manager Termination Event (defined below), Borrower shall, at Lender’s direction, immediately terminate the Parking Management Agreement and enter into a new parking management agreement reasonably acceptable to Lender with a parking management company reasonably acceptable to Lender, which such new parking management company must (i) be a Qualified Parking Manager, (ii) not be an affiliate of, or controlled by, Lender, and (iii) have not provided (nor agreed to provide) Lender (or its affiliates) with any compensation for being so named. In the event Lender directs Borrower to engage a professional third party parking manager or such parking manager is otherwise engaged in accordance with the terms and conditions hereof, then Borrower shall engage such a parking manager pursuant to an agreement reasonably acceptable to Lender, and Borrower and such parking manager shall execute an agreement acceptable to Lender conditionally assigning Borrower’s interest in such parking management agreement to Lender and subordinating parking manager’s right to receive fees and expenses under such agreement while the Debt remains outstanding (such replacement parking management agreement and such assignment and subordination thereof in favor of Lender, collectively, the “Replacement Parking Management Agreement”). In no event shall Lender or Borrower be liable for any termination, severance or other fees to Parking Manager or others resulting from any termination of any parking management agreement (including, without limitation the Parking Management Agreement). (c) As used herein, (1) the term “Qualified Parking Manager” shall mean (I) American Assets, Inc. or Outrigger Enterprises, Inc. (unless such entity (A) is the entity being replaced as property manager or (B) has suffered a material adverse change in its general business standing or reputation from that as exists as of the date hereof (as reasonably determined by Lender)), or (II) a reputable and experienced professional management organization (a) which manages, together with its affiliates, at least 2,000,000 square feet of gross leasable parking area, exclusive of the Property and (b) approved by Lender, which approval may not unreasonably be withheld or delayed, and for which Lender shall have received written confirmation from the Rating Agencies that the employment of such manager will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization and (2) the term “Parking Manager Termination Event” shall be an event occurring upon (i) the occurrence of an Event of Default (which such Parking Manager Termination Event shall continue until Borrower’s cure, if applicable, of the applicable Event of Default and Lender’s acceptance of such cure (whether voluntarily or required by law), provided, that, so long as Parking Manager is one of the entities referenced in clause (I) of this paragraph, Lender shall provide notice to Borrower and Parking Manager of the applicable Event of Default and shall give Borrower an opportunity to cure such Event of Default within ten (10) days of such notice before such Event of Default will constitute a Parking Manager Termination Event), (ii) Parking Manager becoming insolvent or a debtor in a proceeding under any applicable Insolvency Laws (as defined in the Note), or (iii) the occurrence and continuance of a material default under the Parking Management Agreement by Parking Manager beyond any applicable grace, notice or cure periods.

Parking Management. (a) Borrower Parking at the Property shall (i) promptly perform and observe be managed at all of the covenants required to be performed and observed times by it under the agreement between an Approved Parking Manager and Borrower pursuant to which the parking manager of the parking areas of the Property (the “Parking Manager”) is employed to perform parking management services for the Property (the “Parking Management Agreement”) and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any default under the Parking Management Agreement of which it is aware; (iii) promptly deliver to Lender a copy of any notice of default or other material notice received by Borrower under the Parking Management Agreement; (iv) promptly give notice to Lender of any notice or information that Borrower receives which indicates that Parking Manager is terminating the Parking Management Agreement or that Parking Manager is otherwise discontinuing its management of the paring areas of the Property; and (v) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Parking Manager under the an Approved Parking Management Agreement. Subject Borrower may from time to the last sentence of this subsection, Borrower shall not, without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed): (i) surrender, terminate or cancel the Parking Management Agreement or otherwise replace time appoint an Approved Parking Manager to manage all or enter into any other parking management agreement with respect to the Property; (ii) reduce or consent to the reduction a portion of the term of parking at the Property pursuant to an Approved Parking Management Agreement; (iii) increase or consent to the increase , and such successor Approved Parking Manager shall execute for Lender’s benefit a Subordination of the amount of any charges under the Parking Management Agreement; or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Parking Management Agreement in any material respect. In the event that Borrower replaces Parking Manager at any time during the term of Loanform and substance reasonably satisfactory to Lender, pursuant to which such Approved Parking Manager shall be a Qualified Parking Manager (defined below). Notwithstanding anything to the contrary contained herein or in the other Loan Documents, Lender’s receipt of a New Non-Consolidation Opinion shall be a condition precedent to any appointment of an Affiliated Manager (defined below) as Parking Manager for the Property. Borrower may terminate any Parking Manager without Lender’s consent, provided, that, Borrower provides Lender (A) ten (10) days prior written notice of such termination, (B) evidence agree that a Qualified Parking Manager has been engaged to manage the Property pursuant to a Replacement its Approved Parking Management Agreement and all fees thereunder (defined belowincluding any incentive fees) effective as of the date of termination of the terminated Parking Manager, (C) a duly executed copy of the Replacement Parking Management Agreement, (D) are subject and subordinate to the extent such replacement Parking Manager is an Affiliated Manager, a New Non-Consolidation Opinion and (E) evidence reasonably acceptable to Lender that either (I) no termination or similar fees are due in connection with the termination of the then current Parking Manager or (II) Borrower has sufficient sums to pay any such fees without adversely impacting the cash flow of the Property and/or Borrower ability to perform hereunder or under the other Loan DocumentsIndebtedness. (b) During Borrower shall notify Lender in writing of any default of Borrower or the existence of a Approved Parking Manager Termination Event (defined below), Borrower shall, at Lender’s direction, immediately terminate under the Approved Parking Management Agreement Agreement, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and enter into a new parking management agreement reasonably acceptable to Lender with a parking management company reasonably acceptable to Lender, which such new parking management company must (i) be a Qualified Parking Manager, (ii) not be an affiliate of, or controlled by, Lender, and (iii) have not provided (nor agreed to provide) Lender (or its affiliates) with any compensation for being so named. In the event Lender directs Borrower to engage a professional third party parking manager or such parking manager is otherwise engaged in accordance with the terms and conditions hereof, then Borrower shall engage such a parking manager pursuant to an agreement reasonably acceptable to Lender, and Borrower and such parking manager shall execute an agreement acceptable to Lender conditionally assigning Borrower’s interest in such parking management agreement to Lender and subordinating parking manager’s right to receive fees and expenses under such agreement while the Debt remains outstanding (such replacement parking management agreement and such assignment and subordination thereof in favor Subordination of Lender, collectively, the “Replacement Parking Management Agreement”). In no event shall Lender or , to cure defaults of Borrower be liable for any termination, severance or other fees to Parking Manager or others resulting from any termination of any parking management agreement (including, without limitation under the Approved Parking Management Agreement). (c) As used herein, (1) the term “Qualified Parking Manager” . Any out-of-pocket expenses incurred by Lender to cure any such default shall mean (I) American Assets, Inc. or Outrigger Enterprises, Inc. (unless such entity (A) is the entity being replaced as property manager or (B) has suffered constitute a material adverse change in its general business standing or reputation from that as exists as part of the date hereof (as reasonably determined by Lender)), or (II) a reputable Indebtedness and experienced professional management organization (a) which manages, together with its affiliates, at least 2,000,000 square feet of gross leasable parking area, exclusive of the Property and (b) approved by Lender, which approval may not unreasonably be withheld or delayed, and for which Lender shall have received written confirmation from the Rating Agencies that the employment of such manager will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization and (2) the term “Parking Manager Termination Event” shall be an event occurring upon (i) the occurrence of an Event of Default (which such Parking Manager Termination Event shall continue until Borrower’s cure, if applicable, of the applicable Event of Default and Lender’s acceptance of such cure (whether voluntarily or required by law), provided, that, so long as Parking Manager is one of the entities referenced in clause (I) of this paragraph, Lender shall provide notice to due from Borrower and Parking Manager of the applicable Event of Default and shall give Borrower an opportunity to cure such Event of Default within ten (10) days of such notice before such after written demand by Lender. (c) In the event that (i) an Event of Default will constitute a Parking Manager Termination Event)shall be continuing, (ii) Parking Manager becoming insolvent any foreclosure, conveyance in lieu of foreclosure or a debtor in a proceeding under any applicable Insolvency Laws (as defined in the Note)other similar transaction following an Event of Default shall have occurred, or (iii) the occurrence and continuance of a material default by the Approved Parking Manager under the Approved Parking Management Agreement by (after the expiration of any applicable notice and/or cure periods) shall be continuing, Lender may, in its sole discretion, terminate or require Borrower to terminate the Approved Parking Management Agreement and engage an Approved Parking Manager beyond any applicable graceselected by Lender to serve as replacement Approved Parking Manager pursuant to an Approved Brokerage Agreement in accordance with the terms of Section 5.24(a); provided, notice or cure periodsthat, notwithstanding the foregoing, Lender shall not exercise its right to terminate the Approved Parking Management Agreement during the continuance of an Event of Default pursuant to clause (c)(i) so long as the Approved Parking Manager is not in default under the Approved Parking Management Agreement.