Common use of Removal of Managing Member Clause in Contracts

Removal of Managing Member. (a) In the event Aveon Holdings II L.P. (or its permitted transferee or assignee) is removed as the GP Managing Member pursuant to Section 8.4(a) of the GP LLC Agreement, Aveon shall automatically be removed as the Managing Member of the Company. Any such removal of Aveon as the Managing Member shall be effective upon the date on which Aveon Holdings II L.P. (or its permitted transferee or assignee) is removed as the GP Managing Member. In the case of any such removal of the Managing Member, VAM shall have the right to appoint the successor Managing Member. (b) In the event of an occurrence of a GP Release Event described in clause (b), (c) or (f) of the definition of “Release Event” under the GP LLC Agreement, in addition to being automatically removed as the Managing Member of the Company pursuant to Section 8.4(a), Aveon shall be deemed to have automatically withdrawn as a Member of the Company and shall have no other rights hereunder; provided that Aveon shall have the right to share in Fund Fee Net Income, which right shall be implemented by way of a contractual arrangement between the Company and Aveon, which arrangements shall be the same as the economic rights set forth in Section 4.5 as in effect as of the date of occurrence of the GP Release Event. Any such contractual arrangement may not be amended, modified or changed, without the consent of Aveon and the Company. For the avoidance of doubt, upon the occurrence of a GP Release Event other than the events described in clause (b), clause (c) or clause (f) of the definition of “Release Event” under the GP LLC Agreement, Aveon shall continue as a Member of the Company, but not a Managing Member of the Company, and shall continue to have the economic rights set forth in Section 4.5 in its capacity as a Member of the Company.

Removal of Managing Member. (a) In To the event Aveon Holdings II L.P. extent that the Net Asset Value is less than 102% of the total of (or its permitted transferee or assigneei) is removed as the GP Managing Member pursuant to Section 8.4(aoutstanding third party indebtedness (including all accrued interest and fees) of the GP LLC AgreementCompany, Aveon plus (ii) the then ▇▇▇ Preferred Capital Amount and the then outstanding balance of NACC Loan Principal plus accrued and unpaid Preferred Return and the then outstanding balance of NACC Loan Interest (the foregoing collectively, the "Trigger Amount"), ▇▇▇ shall automatically be removed have the right, exercisable upon thirty (30) days' notice (the "Removal Notice") to G&L, to remove G&L as the Managing Member of and appoint a manager for the Company. Any such removal In the event that within five (5) business days after the Removal Notice, G&L contributed additional Capital Contributions to the Company in sufficient amounts to cause the Net Asset Value to be greater than 103% of Aveon the Trigger Amount, it shall remain as the Managing Member shall be effective upon the date on which Aveon Holdings II L.P. (or its permitted transferee or assignee) is removed as the GP Managing Member. In the case of any Any such removal of the Managing Member, VAM additional Capital Contributions shall have the right to appoint the successor Managing Member.increase G&L's Preferred Capital Amount but shall not increase its Percentage Interest; (b) In the event that the cash on cash leveraged return on the assets of the Company falls below 8% on an occurrence of a GP Release Event described in clause annualized basis (bthe "Return Calculation"), (c) or (f) of ▇▇▇ shall have the definition of “Release Event” under the GP LLC Agreementright, in addition upon written notice to being automatically removed G&L, to remove G&L as the Managing Member of the Company pursuant to Section 8.4(a), Aveon shall be deemed to have automatically withdrawn as and appoint a Member of the Company and shall have no other rights hereunder; provided that Aveon shall have the right to share in Fund Fee Net Income, which right shall be implemented by way of a contractual arrangement between the Company and Aveon, which arrangements shall be the same as the economic rights set forth in Section 4.5 as in effect as of the date of occurrence of the GP Release Event. Any such contractual arrangement may not be amended, modified or changed, without the consent of Aveon and manager for the Company. For The Return Calculations shall not include any funds which have not been invested by the avoidance Company or individual assets (Facilities and Loans) until the closing of doubt, upon the occurrence Loan. The Members shall agree as to timing of the inclusion of a GP Release Event other than new acquisition or loan closing in the events described in clause (b), clause Return Calculation when they approve a new loan or an acquisition of a Facility; and (c) Any manager designated by ▇▇▇ pursuant to Sections 5.3(a) or clause (fb) ---------------------- shall succeed to and assume the duties of the definition of “Release Event” under the GP LLC Agreement, Aveon Managing Member in Section 5.1. ----------- The manager shall continue as not be a Member but may be an Affiliate of a Member. The cost of the Companymanager shall be a Company expense. Notwithstanding its removal as Managing Member, but not a Managing Member of the Company, and G&L shall continue to have the economic rights set forth in Section 4.5 in its capacity as be a Member of the Companyand have its obligations to fund Committed Capital and shall receive its allocations and distributions pursuant to Article IV.

Removal of Managing Member. Subject to the terms of the Loan Documents: (a) In Upon the event Aveon Holdings II L.P. (or its permitted transferee or assignee) occurrence of a Cause Event, the Member that is removed as the GP Managing Member pursuant to Section 8.4(a) not an Affiliate of the GP LLC Agreement, Aveon shall automatically be removed as the Managing Member may remove the Managing Member as managing member of the Company. Any Company by delivering a written notice to the Managing Member (the “Removal Notice”) to such effect. (b) No removal of Aveon as the Managing Member shall be effective upon unless each of the following conditions are satisfied within one hundred twenty (120) days after the date the Removal Notice is delivered to the removed Managing Member: (i) within ninety (90) days after the Removal Notice, the new managing member of the Company (which shall be a Member that is not an Affiliate of the removed Managing Member thereof, but no new Interests in the Company may be issued thereto) shall have assumed all obligations of the removed Managing Member as managing member under this Agreement arising on or after the date on which Aveon Holdings II L.P. such new managing member becomes managing member of the Company; and (ii) if required under the Act, an amendment to the Certificate shall have been filed with the Secretary of State of the State of Delaware that reflects (1) the change in managing member, and (2) a change of the name of the Company so that it does not include the word “General Growth Properties” or “GGP” or any variation thereof. (c) In the event the Managing Member is removed, the Member that is not an Affiliate of the removed Managing Member may elect to cause the Company to, or to cause each Subsidiary to, terminate the Property Management Agreement and any other Affiliate Agreements with the removed Managing Member or its permitted transferee or assignee) is removed as the GP Managing MemberAffiliates. In the case of If any such removal agreements are terminated pursuant to this Section 6.7(c), then such agreements shall be terminated after payment to the Property Manager or any other Affiliate of the Managing Member, VAM shall have the right as applicable, of all accrued and unpaid fees and expenses and other amounts owing prior to appoint the successor Managing Member. (b) In the event of an occurrence of a GP Release Event described in clause (b), (c) or (f) of the definition of “Release Event” under the GP LLC Agreement, in addition to being automatically removed as the Managing Member of the Company pursuant to Section 8.4(a), Aveon shall be deemed to have automatically withdrawn as a Member of the Company and shall have no other rights hereunder; provided that Aveon shall have the right to share in Fund Fee Net Income, which right shall be implemented by way of a contractual arrangement between the Company and Aveon, which arrangements shall be the same as the economic rights set forth in Section 4.5 as in effect as of the date of occurrence of the GP Release Event. Any such contractual arrangement may not be amended, modified or changed, without the consent of Aveon and the Company. For the avoidance of doubt, upon the occurrence of a GP Release Event other than the events described in clause (b), clause (c) or clause (f) of the definition of “Release Event” under the GP LLC Agreement, Aveon shall continue as a Member of the Company, but not a Managing Member of the Company, and shall continue to have the economic rights set forth in Section 4.5 in its capacity as a Member of the Companytermination.

Removal of Managing Member. Subject to the terms of the Loan Documents: (a) In Upon the event Aveon Holdings II L.P. (or its permitted transferee or assignee) occurrence of a Cause Event, either Member that is removed as the GP Managing Member pursuant to Section 8.4(a) not an Affiliate of the GP LLC Agreement, Aveon shall automatically be removed as the Managing Member may remove the Managing Member as managing member of the Company. Any Company by delivering a written notice to the Managing Member and the other Member (the “Removal Notice”) to such effect. (b) No removal of Aveon as the Managing Member shall be effective upon unless each of the following conditions are satisfied within one hundred twenty (120) days after the date the Removal Notice is delivered to the removed Managing Member: (i) within ninety (90) days after the Removal Notice, the new managing member of the Company (which shall be a Member that is not an Affiliate of the removed Managing Member thereof, but no new Interests in the Company may be issued thereto) shall have assumed all obligations of the removed Managing Member as managing member under this Agreement arising on or after the date on which Aveon Holdings II L.P. such new managing member becomes managing member of the Company (the Members that are not Affiliates of the removed Managing Member agreeing to negotiate in good faith to determine who shall become the new Managing Member or “manager” of the Company); and (ii) if required under the Act, an amendment to the Certificate shall have been filed with the Secretary of State of the State of Delaware that reflects (1) the change in managing member, and (2) a change of the name of the Company so that it does not include the word “General Growth Properties” or “GGP” or any variation thereof. (c) In the event the Managing Member is removed, the Members that are not an Affiliate of the removed Managing Member may elect to cause the Company to, or to cause each Subsidiary to, terminate the Property Management Agreement and any other Affiliate Agreements with the removed Managing Member or its permitted transferee or assignee) is removed as the GP Managing MemberAffiliates. In the case of If any such removal agreements are terminated pursuant to this Section 6.7(c), then such agreements shall be terminated after payment to the Property Manager or any other Affiliate of the Managing Member, VAM shall have the right as applicable, of all accrued and unpaid fees and expenses and other amounts owing prior to appoint the successor Managing Member. (b) In the event of an occurrence of a GP Release Event described in clause (b), (c) or (f) of the definition of “Release Event” under the GP LLC Agreement, in addition to being automatically removed as the Managing Member of the Company pursuant to Section 8.4(a), Aveon shall be deemed to have automatically withdrawn as a Member of the Company and shall have no other rights hereunder; provided that Aveon shall have the right to share in Fund Fee Net Income, which right shall be implemented by way of a contractual arrangement between the Company and Aveon, which arrangements shall be the same as the economic rights set forth in Section 4.5 as in effect as of the date of occurrence such termination. If such Property Management Agreement is terminated, the Members that are not an Affiliate of the GP Release Event. Any such contractual arrangement may not be amended, modified or changed, without the consent of Aveon and the Company. For the avoidance of doubt, upon the occurrence of a GP Release Event other than the events described in clause (b), clause (c) or clause (f) of the definition of “Release Event” under the GP LLC Agreement, Aveon shall continue as a Member of the Company, but not a removed Managing Member shall cause the Company to execute a commercially reasonable property management agreement with a replacement Property Manager that is a Qualified Manager (and not an Affiliate of the Company, and shall continue to have the economic rights set forth in Section 4.5 in its capacity as a Member of the Companyany Member).