Removal for Cause Sample Clauses

Removal for Cause. The Asset Manager may be removed for cause, on the 20th day after the date on which the Issuer or the Trustee, at the direction of a Supermajority of each Class of Notes (voting separately), delivers written notice, setting forth the cause of such removal, to the Asset Manager and the Rating Agency; provided, however, the Asset Manager shall have the opportunity to cure or remove the breach, event or other circumstances giving rise to such cause set forth in such removal notice. In the event that the Asset Manager cures such breach, event or other circumstances within 20 days of receipt of such written notice, such breach, event or other circumstances will no longer constitute cause for removal. No removal of the Asset Manager under this Section 15 shall be effective until a successor Asset Manager has been appointed pursuant to Section 14(e) hereof. For purposes of determining “cause” with respect to any such removal of the Asset Manager, such term shall mean any one of the following events: (a) the Asset Manager willfully and intentionally breaches any material provision of this Agreement or the Indenture applicable to it (not including a willful and intentional breach that results from a good faith dispute regarding a reasonable interpretation of this Agreement or the Indenture which is not inconsistent with the standard of care set forth in Section 2(a) hereof); (b) the Asset Manager breaches any material provision of this Agreement or any term of the Indenture applicable to it (other than as covered by clause (a) and it being understood that failure to meet any Coverage Tests, Portfolio Criteria or Collateral Quality Tests is not a breach under this subclause (b)), which breach has had or could reasonably be expected to have a material adverse effect on the Holders of the Rated Notes and, if capable of being cured, is not cured within 30 days of its becoming aware of, or its receiving notice from the Trustee of, such breach or, if such breach is not capable of cure within 30 days, the Asset Manager fails to cure such breach within the period in which a reasonably diligent Person could cure such breach but in no event longer than 120 days; (c) the failure of any representation, warranty, or certification made or delivered by the Asset Manager in or pursuant to this Agreement to be correct in any material respect when made which failure has had or could reasonably be expected to have a material adverse effect on the Holders of the Rated Notes and, if ca...

Removal for Cause. Any Trustee may be removed by the Shareholders by a Majority Shareholder Vote, and the Shareholders may, by a Majority Shareholder Vote, require the removal of any Officer, if a Finding of Cause with respect to such Trustee or Officer shall have been made and shall have become effective and shall not have been withdrawn or rescinded in accordance with the provisions of this Section 2.2(c). For purposes of this Agreement, the term "Finding of Cause" means (i) a written determination by the Shareholders by a Majority Shareholder Vote that a Trustee or Officer has committed (A) willful malfeasance in the performance of any of such Trustee's or Officer's material duties in his or her capacity as such (B) willful misconduct or fraud or (C) gross negligence which is the primary cause of a material adverse effect on the Trust, which written determination identifies with reasonable particularity the actions by such Trustee or Officer constituting such willful malfeasance, willful misconduct, fraud or gross negligence, and, in the case of gross negligence, the material adverse effect on the Trust resulting therefrom, and (ii) in the case of gross negligence, the material adverse effect resulting therefrom has continued without being substantially cured for a period of at least thirty Business Days after the date upon which such written determination was given to the Board and such Trustee or Officer; provided, however, that, (1) at least 10 days prior to submitting any such written determination, GMIMCo and the GM Investors shall consult with the President of the Trust and the senior most employee of HILP that is a Hines Designee regarding the circumstances deemed by GMIMCo and the GM Investors to be a possible basis for a Finding of Cause, and (2) any such Trustee or Officer shall have the right to dispute any determination that such willful malfeasance, willful misconduct, fraud or gross negligence has occurred and, in the case of gross negligence, that such gross negligence is the primary cause of a material adverse effect on the Trust that has not been substantially cured, and, if such Trustee or Officer commences legal action for declaratory or injunctive relief with respect to such Finding of Cause within 15 Business Days after written determination of such is delivered to the Trust and such Trustee or Officer (which 15 Business Days may, in the case of gross negligence, be extended for an additional 30 Business Days if such Officer or Trustee is diligently p...

Removal for Cause. The Director agrees that if the Director’s service as a member of the Board of Directors of the Bank is terminated as a result of a “Removal for Cause”, as defined in subparagraph 1.12 of this Agreement, the Director shall forfeit any and all rights and benefits the Director may have under the terms of this Agreement and shall have no right to be paid any of the amounts which would otherwise be due or paid to the Director by the Bank pursuant to the terms of this Agreement.

Removal for Cause. The Administrator will, if any of the following events occurs and is continuing, remove the Owner Trustee and terminate its rights and obligations under this Agreement by notifying the Owner Trustee: (i) the Owner Trustee no longer meets the eligibility requirements in Section 9.1; (ii) the Owner Trustee is legally unable to act as Owner Trustee; or (iii) an Insolvency Event of the Owner Trustee occurs.

Removal for Cause. (a) The Collateral Manager may be removed for Cause upon 30 Business Days’ prior written notice by the Issuer (“Termination Notice”) at the direction of a Supermajority of the Controlling Class or a Majority of the Subordinated Notes. Simultaneous with its direction to the Issuer to remove the Collateral Manager for Cause, a Majority of the Subordinated Notes or a Supermajority of the Controlling Class, as applicable, shall give to the Issuer a written statement setting forth the reason for such removal (“Statement of Cause”). The Issuer shall deliver to the Trustee (who shall deliver a copy of such notice to the Holders) a copy of the Termination Notice and the Statement of Cause within five Business Days of receipt. No such removal shall be effective (A) until the date as of which a successor Collateral Manager shall have been appointed in accordance with Sections 12(d) and (e) and delivered an Instrument of Acceptance to the Issuer and the removed Collateral Manager and the successor Collateral Manager has effectively assumed all of the Collateral Manager’s duties and obligations and (B) unless the Statement of Cause has been delivered to the Issuer as set forth in this Section 14(a). “Cause” means any of the following:

Removal for Cause. The Administrator will, if any of the following events occurs and is continuing, remove a Co-Trustee and terminate its rights and obligations under this Agreement by notifying the Co-Trustee: (i) the Co-Trustee no longer meets the applicable eligibility requirements in Section 9.1; (ii) the Co-Trustee is legally unable to act as Owner Trustee or Delaware Trustee, as applicable; or (iii) an Insolvency Event of the Co-Trustee occurs.

Removal for Cause. The term “Removal for Cause” or “Removed for Cause” shall mean termination of the Director’s service as a member of the Board of Directors of the Bank by reason of any of the following:

Removal for Cause. (a) This Agreement may be terminated and the Collateral Manager may be removed, without payment to the Collateral Manager of any penalty, for Cause upon prior written notice to the Collateral Manager by the Borrower or, on and after the Warehouse Closing Date, the Administrative Agent acting at the direction of the Majority of the Lenders. For purposes of determining “Cause” with respect to any such termination of the Collateral Manager, such term will mean any one of the following events: (i) willful violation or willful breach by the Collateral Manager of any provision of this Agreement or any other Loan Document applicable to it (not including a willful and intentional breach that results from a good faith dispute regarding reasonable alternative courses of action or interpretation of instructions); (ii) violation or breach by the Collateral Manager of any provision of this Agreement or any other Loan Document applicable to it (other than as covered by clause (i) and it being understood that failure to meet any Eligibility Criteria, Collateral Quality Test or the Overcollateralization Ratio Test is not a breach for purposes of this clause (ii)), that has or could reasonably be expected to have a Material Adverse Effect if such violation or breach is not cured by the Collateral Manager within thirty (30) days after the first to occur of (A) the actual knowledge of such violation or breach by any Senior Authorized Officer of the Collateral Manager and (B) the Collateral Manager’s receipt of notice of such violation or breach from the Borrower or any Agent; (iii) the failure of any representation, warranty, certification or statement made or delivered by the Collateral Manager in or pursuant to this Agreement or any other Loan Document applicable to it to be correct when made, if such failure could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the Collateral and no correction is made for a period of thirty (30) days after the first to occur of (A) the actual knowledge of such failure by any Senior Authorized Officer of the Collateral Manager and (B) the Collateral Manager’s receipt of notice of such failure from the Borrower or any Agent; (iv) the occurrence of an Event of Bankruptcy; (i) the occurrence of an act by the Collateral Manager or any of its officers or managers that constitutes fraud or a criminal offense in the performance of its obligations under this Agreement or any other Loan Document applicable t...

Removal for Cause. (a) The Collateral Manager may be removed for Cause upon ten (10) Business Days’ prior written notice by the Issuer (“Termination Notice”) at the direction of a Supermajority of the Controlling Class. Simultaneous with its direction to the Issuer to remove the Collateral Manager for Cause, a Supermajority of the Controlling Class shall give to the Issuer a written statement setting forth the reason for such removal (“Statement of Cause”). The Issuer shall deliver to the Trustee (who shall deliver a copy of such notice to the Holders) a copy of the Termination Notice and the Statement of Cause within five (5) Business Days of receipt. No such removal shall be effective (A) until the date as of which a successor Collateral Manager shall have been appointed in accordance with Sections 12(d) and (e) and delivered an Instrument of Acceptance to the Issuer and the removed Collateral Manager and the successor Collateral Manager has effectively assumed all of the Collateral Manager’s duties and obligations and (B) unless the Statement of Cause has been delivered to the Issuer as set forth in this Section 14(a). “Cause” shall mean any of the following: