Common use of Development Manager Clause in Contracts

Development Manager. The Executive Committee shall either appoint or hire a manager of the development team who shall report to the Executive Committee. Such manager shall be referred to herein as the “Development Manager”. A. The Development Manager’s authority shall be limited to matters directly pertaining to the Master Project. Subject to the Approval and oversight of the Executive Committee, the Development Manager shall manage the day to day operations of the Company in accordance with the Business Plan. B. The Development Manager shall be paid a monthly fee as provided in the Business Plan for its supervision of the day to day operations of Company. ▇. ▇▇▇▇▇▇ is hereby appointed as the initial Development Manager of the Company. (1) Upon ninety (90) days’ written notice to the Development Manager, the Executive Committee shall have the right to remove the then Development Manager. In addition, Development Manager shall have the right to resign from its position as Development Manager upon ninety (90) days’ written notice to the Executive Committee. Notwithstanding the foregoing, Development Manager agrees that promptly following its resignation from its position as Development Manager, it shall (i) turn over all books, records and files pertaining to the Master Project in its possession, and (ii) be available to cooperate with the Members, the Executive Committee, and whomever shall replace the Development Manager (the “Replacement DM”), by devoting sufficient time and personnel as is deemed reasonably necessary by the Executive Committee to familiarize the Replacement DM with the responsibilities of the Development Manager hereunder, the Business Plan and the Master Project as a whole in order to facilitate an orderly transition of the day-to-day management responsibilities to the Replacement DM. (2) Notwithstanding the foregoing, the Members intend that not later than the commencement of the Development Stage, the Company shall engage a development management team to replace the Development Manager and who shall be independent and unaffiliated with the Members (other than by virtue of their employment with the Company) (the “Independent Development Managers”). The Independent Development Managers shall be responsible for, among other things, preparing sales packages to solicit, and analyzing and preparing recommendations to the Executive Committee regarding, offers to purchase Planning Areas from merchant builders.

Development Manager. The Executive Committee shall either appoint or hire a manager From and after the Closing Date through the end of the “Term,” as such term is defined in the Development Management Agreement, Borrower shall cause Mortgage Borrower to provide competent and responsible development team who shall report management for the Project by a Qualified Development Manager pursuant to the Executive CommitteeDevelopment Management Agreement, in each case satisfying the criteria set forth herein. Such manager Unless waived by Administrative Agent in writing, which waiver may be withheld in Administrative Agent’s sole discretion, Development Manager shall be referred to herein as the “a Qualified Development Manager”. Without Administrative Agent’s prior written consent (which consent Administrative Agent shall not unreasonably withhold, condition or delay) both as to the form of the Development Management Agreement and the identity of the Development Manager, Borrower shall not cause or permit Mortgage Borrower to enter into, modify or amend the Development Management Agreement, or consent to any change in control or identity of the Development Manager (to the extent such change in control or identity requires Mortgage Borrower’s consent under the terms of the Development Management Agreement), or otherwise retain the services of any company to provide development management services for the Project. A. The Development Manager’s authority shall be limited to matters directly pertaining (a) Without limitation of the foregoing, and except to the Master Project. Subject extent provided to the Approval and oversight of the Executive Committeecontrary in any Development Management Agreement approved by Administrative Agent, the Development Management Agreement (or the Assignment of Development Management executed and delivered by the Development Manager to Administrative Agent) shall provide (x) for a development management fee that shall not exceed the prevailing amount for compensation for development management of comparable properties in the market where the Property is located, and (y) that the Development Management Agreement shall be terminable at Mortgage Borrower’s option without penalty or premium (A) if an Event of Default shall occur, (B) if a change in control of Development Manager occurs in violation of the terms of the Development Management Agreement, (C) subject to any applicable notice and cure periods, if Development Manager breaches any of its obligations under the Development Management Agreement, (D) subject to any applicable notice and cure periods, upon the gross negligence, malfeasance or willful misconduct of Development Manager or (E) if Development Manager shall manage the day to day operations become bankrupt or insolvent (each, a “Development Manager Replacement Event”). If any of the Company foregoing Development Manager Replacement Events shall occur, then if requested by Administrative Agent, Borrower shall cause Mortgage Borrower to terminate the Development Management Agreement. Upon termination of the Development Manager in accordance with the Business Plan. B. foregoing, Borrower shall cause Mortgage Borrower to retain the services of a substitute Qualified Development Manager acceptable to Administrative Agent. Borrower shall cause Mortgage Borrower to cause Development Manager to execute and deliver a subordination agreement reasonably satisfactory to Administrative Agent at the time of execution and delivery of the Development Management Agreement. Further, if Development Manager is an Affiliate of Borrower, then the Development Management Agreement shall satisfy the requirements set forth in this Agreement applicable to transactions between Borrower and its Affiliates. Any delegation of duties to Development Manager under the Development Management Agreement shall not stay, relieve or modify any of Borrower’s obligations under this Agreement and the other Loan Documents. The Development Manager shall be paid a monthly fee Management Agreement in effect as provided in the Business Plan for its supervision of the day to day operations of Company. ▇. ▇▇▇▇▇▇ Closing Date is hereby appointed as approved by the initial Development Manager of the CompanyAdministrative Agent. (1b) Upon ninety (90) days’ written notice to the retention of a Qualified Development Manager, the Executive Committee Administrative Agent shall have the right to remove the then approve (which approval shall not be unreasonably withheld or delayed) any new development management agreement with such Qualified Development Manager. In addition, Development Manager Any request for approval of a new development management agreement shall be made to Administrative Agent in writing and shall include a legend prominently displayed at the top of the first page thereof in solid capital letters and in bold type face of a font size not less than fourteen (14) as follows: “FIRST NOTICE: THIS IS A REQUEST FOR APPROVAL WHICH REQUIRES A RESPONSE WITHIN SEVEN (7) BUSINESS DAYS AFTER YOUR RECEIPT.” If Administrative shall have failed to approve or disapprove any such first written request for approval delivered in accordance with this Section 7.1.22(b) within seven (7) Business Days after the right to resign from its position as Development Manager upon ninety (90) days’ written notice Administrative Agent’s receipt of such request, then Borrower may deliver to the Executive CommitteeAdministrative Agent a second copy of such initial request for approval, which shall include a legend prominently displayed at the top of the first page thereof in solid capital letters and in bold type face of a font size not less than fourteen (14) as follows: “SECOND NOTICE: THIS IS BORROWER’S SECOND AND FINAL REQUEST. Notwithstanding IF YOU FAIL TO EXPRESSLY GRANT OR DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN FIVE (5) BUSINESS DAYS AFTER YOUR RECEIPT, YOU WILL BE DEEMED TO HAVE APPROVED THIS REQUEST.” In the foregoingevent that the Administrative Agent shall have failed to approve or disapprove such second request within five (5) Business Days after the Administrative Agent’s receipt of such second request, Development Manager agrees that promptly following its resignation from its position as Development Manager, it then such request shall (i) turn over all books, records and files pertaining be deemed to the Master Project in its possession, and (ii) be available to cooperate with the Members, the Executive Committee, and whomever shall replace the Development Manager (the “Replacement DM”), by devoting sufficient time and personnel as is deemed reasonably necessary have been approved by the Executive Committee to familiarize the Replacement DM with the responsibilities of the Development Manager hereunder, the Business Plan and the Master Project as a whole in order to facilitate an orderly transition of the day-to-day management responsibilities to the Replacement DMAdministrative Agent. (2) Notwithstanding the foregoing, the Members intend that not later than the commencement of the Development Stage, the Company shall engage a development management team to replace the Development Manager and who shall be independent and unaffiliated with the Members (other than by virtue of their employment with the Company) (the “Independent Development Managers”). The Independent Development Managers shall be responsible for, among other things, preparing sales packages to solicit, and analyzing and preparing recommendations to the Executive Committee regarding, offers to purchase Planning Areas from merchant builders.

Development Manager. The Executive Committee shall either appoint or hire a manager From and after the Closing Date through the end of the “Term,” as such term is defined in the Development Management Agreement, Borrower shall provide competent and responsible development team who shall report management for the Project by a Qualified Development Manager pursuant to the Executive CommitteeDevelopment Management Agreement, in each case satisfying the criteria set forth herein. Such manager Unless waived by Administrative Agent in writing, which waiver may be withheld in Administrative Agent’s sole discretion, Development Manager shall be referred to herein as the “a Qualified Development Manager”. Without Administrative Agent’s prior written consent (which consent Administrative Agent shall not unreasonably withhold, condition or delay) both as to the form of the Development Management Agreement and the identity of the Development Manager, Borrower shall not enter into, modify or amend the Development Management Agreement, or consent to any change in control or identity of the Development Manager (to the extent such change in control or identity requires Borrower’s consent under the terms of the Development Management Agreement), or otherwise retain the services of any company to provide development management services for the Project. A. The Development Manager’s authority shall be limited to matters directly pertaining (a) Without limitation of the foregoing, and except to the Master Project. Subject extent provided to the Approval and oversight of the Executive Committeecontrary in any Development Management Agreement approved by Administrative Agent, the Development Management Agreement (or the Assignment of Development Management executed and delivered by the Development Manager to Administrative Agent) shall provide (x) for a development management fee that shall not exceed the prevailing amount for compensation for development management of comparable properties in the market where the Property is located, and (y) that the Development Management Agreement shall be terminable at Borrower’s option without penalty or premium (A) if an Event of Default shall occur, (B) if a change in control of Development Manager occurs in violation of the terms of the Development Management Agreement, (C) subject to any applicable notice and cure periods, if Development Manager breaches any of its obligations under the Development Management Agreement, (D) subject to any applicable notice and cure periods, upon the gross negligence, malfeasance or willful misconduct of Development Manager or (E) if Development Manager shall manage the day to day operations become bankrupt or insolvent (each, a “Development Manager Replacement Event”). If any of the Company foregoing Development Manager Replacement Events shall occur, then if requested by Administrative Agent, Borrower shall terminate the Development Management Agreement. Upon termination of the Development Manager in accordance with the Business Plan. B. foregoing, Borrower shall retain the services of a substitute Qualified Development Manager acceptable to Administrative Agent. Borrower shall cause Development Manager to execute and deliver a subordination agreement reasonably satisfactory to Administrative Agent at the time of execution and delivery of the Development Management Agreement. Further, if Development Manager is an Affiliate of Borrower, then the Development Management Agreement shall satisfy the requirements set forth in this Agreement applicable to transactions between Borrower and its Affiliates. Any delegation of duties to Development Manager under the Development Management Agreement shall not stay, relieve or modify any of Borrower’s obligations under this Agreement and the other Loan Documents. The Development Manager shall be paid a monthly fee Management Agreement in effect as provided in the Business Plan for its supervision of the day to day operations of Company. ▇. ▇▇▇▇▇▇ Closing Date is hereby appointed as approved by the initial Development Manager of the CompanyAdministrative Agent. (1b) Upon ninety (90) days’ written notice to the retention of a Qualified Development Manager, the Executive Committee Administrative Agent shall have the right to remove the then approve (which approval shall not be unreasonably withheld or delayed) any new development management agreement with such Qualified Development Manager. In addition, Development Manager Any request for approval of a new development management agreement shall be made to Administrative Agent in writing and shall include a legend prominently displayed at the top of the first page thereof in solid capital letters and in bold type face of a font size not less than fourteen (14) as follows: “FIRST NOTICE: THIS IS A REQUEST FOR APPROVAL WHICH REQUIRES A RESPONSE WITHIN SEVEN (7) BUSINESS DAYS AFTER YOUR RECEIPT.” If Administrative shall have failed to approve or disapprove any such first written request for approval delivered in accordance with this Section 7.1.22(b) within seven (7) Business Days after the right to resign from its position as Development Manager upon ninety (90) days’ written notice Administrative Agent’s receipt of such request, then Borrower may deliver to the Executive CommitteeAdministrative Agent a second copy of such initial request for approval, which shall include a legend prominently displayed at the top of the first page thereof in solid capital letters and in bold type face of a font size not less than fourteen (14) as follows: “SECOND NOTICE: THIS IS BORROWER’S SECOND AND FINAL REQUEST. Notwithstanding IF YOU FAIL TO EXPRESSLY GRANT OR DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN FIVE (5) BUSINESS DAYS AFTER YOUR RECEIPT, YOU WILL BE DEEMED TO HAVE APPROVED THIS REQUEST.” In the foregoingevent that the Administrative Agent shall have failed to approve or disapprove such second request within five (5) Business Days after the Administrative Agent’s receipt of such second request, Development Manager agrees that promptly following its resignation from its position as Development Manager, it then such request shall (i) turn over all books, records and files pertaining be deemed to the Master Project in its possession, and (ii) be available to cooperate with the Members, the Executive Committee, and whomever shall replace the Development Manager (the “Replacement DM”), by devoting sufficient time and personnel as is deemed reasonably necessary have been approved by the Executive Committee to familiarize the Replacement DM with the responsibilities of the Development Manager hereunder, the Business Plan and the Master Project as a whole in order to facilitate an orderly transition of the day-to-day management responsibilities to the Replacement DMAdministrative Agent. (2) Notwithstanding the foregoing, the Members intend that not later than the commencement of the Development Stage, the Company shall engage a development management team to replace the Development Manager and who shall be independent and unaffiliated with the Members (other than by virtue of their employment with the Company) (the “Independent Development Managers”). The Independent Development Managers shall be responsible for, among other things, preparing sales packages to solicit, and analyzing and preparing recommendations to the Executive Committee regarding, offers to purchase Planning Areas from merchant builders.