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 Subject to the Approval of the Members, any Member shall have the right to remove the Manager and appoint a Qualified Replacement Manager by written notice to the Manager (which Qualified Replacement Manager, subject to the terms and provision of this Section 6.2(B), may be Investor Member or an Affiliate of Investor Member) in the event of (i) the occurrence of a Bad Act (in regard to Manager), (ii) REIT Member becoming a Defaulting Member with respect to any portion of the first $25,000,000 that REIT Member is required to contribute pursuant to Section 3.4(B)(i) and Capital Calls, or (iii) any PECO Group Member committing a material default under the Management Agreement or other PECO Agreement that would constitute a Bad Act, and failing to cure such material default within applicable notice and cure periods (each, a “Removal Event”, and the effective date of such Removal Event being the “Removal Date”). If PECO Member is removed as Manager, any replacement Manager may be removed upon by the following conditions: Approval of the Members pursuant to subclauses (i) and (iii) of the preceding sentence. In the event of a change in the identity of the Manager, the departing Manager shall cooperate with the incoming Manager, at the Company’s sole cost and expense, including turning over all books, records, contracts and other documents and materials held by the Manager in its capacity as Manager. Notwithstanding anything contained herein to the contrary, from and after the Removal Date, (a) By affirmative vote all amounts to be distributed to the Members under this Agreement shall be distributed in accordance with Sharing Percentages (notwithstanding the contrary provisions set forth in Section 5.3 of this Agreement with respect to the Promote); provided, however, that at the election of Investor Member, in its sole and absolute discretion, all or written consent any portion of the Majority of Promote shall be paid to the substitute Manager appointed in accordance with this Section 6.2(B), in which event amounts to be distributed to the Members (excluding any Units or Percentage Interest of the Manager being removed). Members may exercise such right by presenting pursuant to the Manager a noticeSection 5.3 shall be ratably adjusted based on each Member’s respective Sharing Percentages, 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 no Asset Management Fee shall be payable to Manager (30) days thereafter by notice similarly given, a Majority except for accrued and unpaid fees payable to PECO Member as of the Members may also designate a successor as Manager; Removal Date), (c) Substitution Investor Member shall have the right to terminate the Management Agreement and any other PECO Agreement, without payment of a new Managerany termination fee or penalty (except for accrued and unpaid fees payable to PECO Member (or any of its Affiliates, if anyas applicable), shall be effective upon written acceptance as of the duties Removal Date) and responsibilities of (d) Manager shall automatically be removed as 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 Member of the Company and shall have no further rights under this Agreement effective as of the Removal Date and shall execute and deliver such reasonable documentation or other evidence of such removal as may reasonably be continued requested 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 Members or the servicing of LoansCompany. In addition, Redwood Mortgage Corp. will be immediately released from any further obligation under and after a Performance Event, Investor Member shall have the Formation Loan right to cause the Company to no longer pay the Asset Management Fee to Manager (except for accrued and unpaid fees payable through the date Investor Member makes such election to terminate the payment) and Investor Member shall have the right to cause the Company to terminate the Management Agreement, without payment of any termination fee or penalty (except for accrued and unpaid fees payable through the occurrence of such termination date), and following such termination, PECO Member shall not have the power or right to vote on any matters submitted to the Members in accordance with this Agreement. To the extent that either (x) a proportionate share Change of Management triggers the Removal Event or (y) a Performance Event triggers the termination of the principal installment due at the end of that yearManagement Agreement, prorated according to the days elapsed.) In the event that all then effective as of the Managers are removedRemoval Date or the effective date of the termination of the Management Agreement, no other Managers are electedas applicable, the Company is liquidated and Redwood its Members shall either (i) execute such documents, and shall cause the Lender under the Mortgage Corp. is no longer receiving payments for services rendered, Loan (or any other loan) to execute such documents as reasonably necessary to release the debt on the Formation Loan shall be forgiven by the Company and Redwood Mortgage Corp. will be immediately released Guarantor from any further obligation and all obligations under any Lender Guarantees arising from and after the Formation LoanRemoval Date, or to otherwise comply with any applicable loan documents or (ii) cause a creditworthy entity reasonably acceptable to Guarantor to provide an indemnification of Guarantor from and against any and all Guaranty Reimbursement Obligations under any Lender Guarantee arising from and after the Removal Date.

Removal of Manager. A Manager may be removed upon the following conditions: (a) By affirmative vote In addition to all other rights in law or written consent in equity, CalPERS may elect to remove the Manager upon the occurrence of any one of the Majority following events (a "FOR CAUSE REMOVAL EVENT"): (i) The Bankruptcy of the Members Manager; (excluding any Units or Percentage Interest ii) The failure of the Manager being removed). Members may exercise (or an Affiliate thereof, if the Affiliate is a Member) to make any capital contribution required by the terms of this Agreement, which is not paid within 30 days after its due date; (iii) Any attempt of the Manager to assign its rights or obligations under this Agreement in violation of this Agreement; (iv) The material breach or violation of any material representation or warranty by the Manager contained in this Agreement that is not cured within 30 days after Notification from CalPERS; (v) The misappropriation of Company funds by the Manager or one of its Affiliates and their respective employees, unless such right funds are immediately restored upon the discovery thereof; (vi) Any fraudulent act by presenting the Manager or one of its Affiliates and their respective employees affecting the Company or its assets that is not promptly dealt with in a manner satisfactory to CalPERS; (vii) The gross negligence or willful misconduct of the Manager with respect to its material duties or obligations to the Company; and (viii) Any other material default by the Manager a noticein the performance of any of its material agreements or obligations under this Agreement, with due verification unless such default is cured within 30 days after written notice of such vote or consent, default is given to the effect that the Manager is removed; the notice shall set forth the grounds for removal Manager, or, if not curable within 30 days, commenced within such 30 days and the date on which removal is diligently prosecuted to become effective;completion. (b) Concurrently with such notice or within thirty (30) days thereafter by notice similarly given, a Majority of the Members CalPERS may also designate elect to remove the Manager without cause upon at least 90 days advance written notice (a successor as "WITHOUT CAUSE REMOVAL EVENT"). The notice shall specify the date the Manager;'s services will be terminated. (c) Substitution If CalPERS elects to remove the Manager as the result of a new For Cause Removal Event, the Manager, if any, 's management authority shall be immediately suspended at the discretion of CalPERS. If CalPERS elects to remove the Manager as the result of a Without Cause Removal Event, the Manager's management authority shall cease on the effective upon written acceptance date of the duties termination. In either case, at CalPERS' election to be made within 45 days, the Company shall either (i) be dissolved 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 assets of the Company shall be continued by distributed in kind to the new Manager. If an additional Manager is elected by Members in accordance with the affirmative vote or consent of the Majority of the Members, without the concurrence of the Managersprocedures described in SECTION 6.3, or if all or any one (ii) CalPERS may continue the business 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 certain of the assets of the Company shall be immediately released from any further obligation under distributed in kind to BPOP in liquidation of its Membership Interest in accordance with the Formation Loanprocedures described in SECTION 6.

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 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 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.

Removal of Manager. A (a) The Manager may will be removed upon deemed to have resigned if any one or more of the following conditionsevents occurs and a Participant gives notice to the Manager requiring it to resign: (ai) By affirmative vote an Event of Default occurs with respect to any Participant which is the Manager or written consent of the Majority of the Members (excluding any Units or Percentage Interest which is an Affiliate of the Manager being removed). Members may exercise such right and the Event of Default has not been remedied and the Non-Defaulting Corrs ▇▇▇▇▇▇▇▇ Westgarth Participants resolve by presenting Special Majority Decision to require the Manager to resign; (ii) an Insolvency Event occurs with respect to the Manager or a notice, with due verification Holding Company of such vote or consent, to the effect that Manager; (iii) the Manager defaults in some material respect in the due performance and observance of any of its obligations as Manager under this document and such default is removed; not remedied, or the Manager does not devise and implement with all diligence a cure plan, within a reasonable period determined by the Participants (acting reasonably) being at least 90 days after the Manager receives a notice shall set forth in writing from any Participant requiring such default to be rectified; (iv) the grounds for removal Manager assigns or purports to assign, all or any of its rights and obligations as Manager under this document otherwise than to a new Manager in accordance with this clause 5 (v) 180 days after neither the Manager nor any of its Affiliates hold in aggregate at least a 50% Interest, where, at the date on which removal is to become effective;of appointment of the Manager, the Manager or its Affiliates held such an Interest; or (vi) the Management Committee determines by Special Majority Decision that, for any reason, the Manager should be replaced. (b) Concurrently with such notice or within thirty (30) days thereafter by notice similarly given, a Majority Any resignation of the Members may also designate a successor Manager under this clause will take effect on the date the Manager receives the notice requiring its resignation under clause 5.3(a). Such resignation does not prevent the Manager from recovering Costs incurred up to that date from the Participants, as Manager;well as other unavoidable, pre-committed or existing Costs incurred after that date. (c) Substitution For the avoidance of doubt, where a new resolution is put to the Management Committee to require the Manager, if any, shall be effective upon written acceptance ’s resignation under clause 5.3(a) (other than clause 5.3(a)(i)) a Participant who is the Manager or an Affiliate 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 entitled to vote in relation to that year, prorated according to the days elapsedresolution.) 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.