Common use of Removal for Cause Clause in Contracts

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 and DBRS by the Borrower or, on and after the Warehouse Closing Date, the Administrative Agent acting at the direction of the Majority 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 Coverage 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 to it (as determined pursuant to a final adjudication by a court of competent jurisdiction), (ii) the Collateral Manager being indicted for a criminal offense related to the commercial lending or asset management business of the Collateral Manager, or (iii) any officer, director or manager of any of the Collateral Manager having responsibility for the management or administration of the Collateral or the performance by the Collateral Manager of its obligations under this Agreement or any other Loan Document being indicted for a criminal offense materially related to the business of the Collateral Manager and such officer, director or manager has not been removed from having such responsibility within ten days of such indictment; (vi) the occurrence of any other Event of Default under the Credit Agreement that results directly from any breach by the Collateral Manager of its duties under this Agreement or any other Loan Document applicable to it; (vii) the Borrower or the pool of Collateral has become required to be registered as an investment company under the provisions of the Investment Company Act, as a result of a material breach by the Collateral Manager in violation of this Agreement; (viii) an assignment by the Collateral Manager in violation of Section 15; or (ix) the occurrence of an Event of Default under Section 6.1(h) or Section 6.1(m) of the Credit Agreement. (b) If any event listed in Section 13(a) occurs, the Collateral Manager shall give prompt written notice thereof (and in all cases within five (5) Business Days) to the Borrower, and on and after the Warehouse Closing Date, the Administrative Agent and the Collateral Agent upon a Senior Authorized Officer of the Collateral Manager’s becoming aware of the occurrence of such event. (c) If the Collateral Manager is removed for Cause, the Borrower may choose (subject to the right of the Majority Lenders to terminate the Reinvestment Period or to accelerate the Loans and/or terminate the Commitments in accordance with the terms of the Credit Agreement), upon written notice to the Administrative Agent and the Collateral Agent if such removal is on or after the Warehouse Closing Date, to appoint a successor collateral manager in accordance with the Appointment Procedures, so long as the requirements set forth in Section 12(e) with respect to the appointment of a successor collateral manager are satisfied.

Removal for Cause. (a) This In the event that Director is removed for Cause at any time after a Change in Control, Director shall not be entitled to any of the benefits set forth in Section 3 of this Agreement may be terminated and the Collateral Manager may be removednot yet received by him, without payment except to the Collateral Manager extent that Director exercised rights prior to such removal with respect to options as provided under Sections 3(a) and 3(b) hereof. The foregoing shall not affect any rights of any penalty, for Cause upon prior written notice to the Collateral Manager and DBRS Director accrued other than by the Borrower or, on and after the Warehouse Closing Date, the Administrative Agent acting at the direction virtue of the Majority Lendersthis Agreement. For purposes of determining “Cause” with respect this Agreement, Director shall be deemed to have been removed for cause only if such removal is effected for any such termination of the Collateral Manager, such term will mean any one of the following eventsreasons: (ia) willful violation gross neglect or willful breach misconduct by Director in the Collateral Manager performance of any provision Director's duties resulting in material economic harm to Sensormatic; or (b) the conviction of Director for a felony involving moral turpitude under federal or state law; PROVIDED, HOWEVER, that the determination of the existence of the grounds referred to in subparagraph (a) of this Agreement or any other Loan Document applicable to it (not including Section 4 shall be made, in good faith, solely by 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 Coverage 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 majority of the Collateral Manager and members of Sensormatic's (Bor its corporate successor's) the Collateral Manager’s receipt Board of notice Directors who were members of such violation or breach from the Borrower or any Agent; (iii) the failure Sensormatic's Board 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 Directors for a period of thirty at least two years immediately prior to the Change in Control (30other than directors who prior to such Change in Control were appointed or elected as directors as a consequence of their association or affiliation with any Person effecting such Change in Control) days after the first to occur of (A) the actual knowledge of such failure by any Senior Authorized Officer "Previous Members of the Collateral Manager Board of Directors") who are then in office with Sensormatic or its corporate successor (provided that such majority shall consist of not less than two persons); and (B) the Collateral Manager’s receipt of PROVIDED, FURTHER, that Director shall be given prior written 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 Board of its officers or managers that constitutes fraud or a criminal offense in Directors of the performance of its obligations under this Agreement or any other Loan Document applicable intention to it (terminate him for Cause and the specific grounds for such termination, as determined pursuant to a final adjudication by a court of competent jurisdiction), (ii) the Collateral Manager being indicted for a criminal offense related to the commercial lending or asset management business of the Collateral Manager, or (iii) any officer, director or manager of any of the Collateral Manager having responsibility for the management or administration of the Collateral or the performance by the Collateral Manager of its obligations under this Agreement or any other Loan Document being indicted for a criminal offense materially related to the business of the Collateral Manager and such officer, director or manager has not been removed from having such responsibility within ten days of such indictment; (vi) the occurrence of any other Event of Default under the Credit Agreement that results directly from any breach by the Collateral Manager of its duties under this Agreement or any other Loan Document applicable to it; (vii) the Borrower or the pool of Collateral has become required to be registered as an investment company under the provisions of the Investment Company Act, as a result of a material breach by the Collateral Manager in violation of this Agreement; (viii) an assignment by the Collateral Manager in violation of Section 15; or (ix) the occurrence of an Event of Default under Section 6.1(h) or Section 6.1(m) of the Credit Agreement. (b) If any event listed in Section 13(a) occurs, the Collateral Manager shall give prompt written notice thereof (and in all cases within five (5) Business Days) to the Borrower, and on and after the Warehouse Closing Date, the Administrative Agent and the Collateral Agent upon a Senior Authorized Officer of the Collateral Manager’s becoming aware of the occurrence of such event. (c) If the Collateral Manager is removed for Cause, the Borrower may choose (subject to the right of the Majority Lenders to terminate the Reinvestment Period or to accelerate the Loans and/or terminate the Commitments in accordance with the terms this Section 4, and shall be entitled to a hearing before such Previous Members of the Credit Agreement), upon written notice to the Administrative Agent and the Collateral Agent if Board of Directors before such removal is on or after the Warehouse Closing Date, to appoint a successor collateral manager in accordance with the Appointment Procedures, so long as the requirements set forth in Section 12(e) with respect to the appointment of a successor collateral manager are satisfiedtermination becomes effective.

Removal for Cause. (a) This Agreement Any Trustee may be terminated removed by the Shareholders by a Majority Shareholder Vote, and the Collateral Manager may be removedShareholders may, without payment to by a Majority Shareholder Vote, require the Collateral Manager removal of any penaltyOfficer, for if a Finding of Cause upon prior written notice 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 Collateral Manager and DBRS by the Borrower or, on and after the Warehouse Closing Date, the Administrative Agent acting at the direction provisions of the Majority Lendersthis Section 2.2(c). For purposes of determining “this Agreement, the term "Finding of Cause” with respect to any such termination of the Collateral Manager, such term will mean any one of the following events: " means (i) willful violation or willful breach a written determination by the Collateral Manager of any provision of this Agreement Shareholders by a Majority Shareholder Vote that a Trustee 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 Coverage Test is not a breach for purposes of this clause (ii)), that Officer 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 committed (A) willful malfeasance in the actual knowledge performance of any of such violation Trustee's or breach by any Senior Authorized Officer of the Collateral Manager and Officer's material duties in his or her capacity as such (B) willful misconduct or fraud or (C) gross negligence which is the Collateral Manager’s receipt primary cause 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 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 no correction is made (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 (30) days Business Days after the first date upon which such written determination was given to occur of the Board and such Trustee or Officer; provided, however, that, (A1) at least 10 days prior to submitting any such written determination, GMIMCo and the actual knowledge of such failure by any Senior Authorized Officer GM Investors shall consult with the President of the Collateral Manager 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 (B2) any such Trustee or Officer shall have the Collateral Manager’s receipt of notice of right to dispute any determination that 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 willful malfeasance, willful misconduct, fraud or a criminal offense gross negligence has occurred and, in the performance case of its obligations under this Agreement or any other Loan Document applicable to it (as determined pursuant to gross negligence, that such gross negligence is the primary cause of a final adjudication by a court of competent jurisdiction), (ii) material adverse effect on the Collateral Manager being indicted for a criminal offense related to the commercial lending or asset management business of the Collateral Manager, or (iii) any officer, director or manager of any of the Collateral Manager having responsibility for the management or administration of the Collateral or the performance by the Collateral Manager of its obligations under this Agreement or any other Loan Document being indicted for a criminal offense materially related to the business of the Collateral Manager and such officer, director or manager Trust that has not been removed from having substantially cured, and, if such responsibility Trustee or Officer commences legal action for declaratory or injunctive relief with respect to such Finding of Cause within ten days 15 Business Days after written determination of such indictment; is delivered to the Trust and such Trustee or Officer (vi) which 15 Business Days may, in the occurrence case of any other Event gross negligence, be extended for an additional 30 Business Days if such Officer or Trustee is diligently prosecuting a cure of Default under such gross negligence), then the Credit Agreement that results directly from any breach applicable Finding of Cause shall not become effective until the date upon which the dispute with respect to such determination has been resolved (whether by agreement among such Trustee or Officer, the Collateral Manager of its duties under this Agreement Trust and the Shareholders by a Majority Shareholder Vote or any other Loan Document applicable to it; (vii) the Borrower or the pool of Collateral has become required to be registered as an investment company under the provisions of the Investment Company Act, as a result of a material breach judgment or award in the judicial proceeding filed by such Officer or Trustee). Any determination by the Collateral Manager in violation Shareholders, and the effectiveness, of this Agreement; (viii) an assignment any Finding of Cause, may be rescinded or withdrawn at any time by the Collateral Manager in violation of Section 15; or (ix) the occurrence of an Event of Default under Section 6.1(h) or Section 6.1(m) of the Credit AgreementShareholders by a Majority Shareholder Vote. (b) If any event listed in Section 13(a) occurs, the Collateral Manager shall give prompt written notice thereof (and in all cases within five (5) Business Days) to the Borrower, and on and after the Warehouse Closing Date, the Administrative Agent and the Collateral Agent upon a Senior Authorized Officer of the Collateral Manager’s becoming aware of the occurrence of such event. (c) If the Collateral Manager is removed for Cause, the Borrower may choose (subject to the right of the Majority Lenders to terminate the Reinvestment Period or to accelerate the Loans and/or terminate the Commitments in accordance with the terms of the Credit Agreement), upon written notice to the Administrative Agent and the Collateral Agent if such removal is on or after the Warehouse Closing Date, to appoint a successor collateral manager in accordance with the Appointment Procedures, so long as the requirements set forth in Section 12(e) with respect to the appointment of a successor collateral manager are satisfied.

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 and DBRS by the Borrower or, on and after the Warehouse Closing Date, or the Administrative Agent acting at the direction of the Majority 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)it; (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 Coverage Test is not a breach for purposes of this clause contemplated by Section 13(a)(i) or (iiix))) in any material respect, 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 of the first to occur earlier of (A) the actual knowledge of such violation or breach by any Senior Authorized Officer of the Collateral Manager and or the Investment Advisor becoming aware of such violation or breach or (B) the Collateral Manager’s receipt of , or receiving notice from, the Borrower, the Collateral Agent or the Administrative Agent of such violation or breach from the Borrower or any Agentbreach; (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 to 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 or the Investment Advisor and (B) the Collateral Manager’s receipt of notice of such failure from the Borrower Borrower, the Collateral Agent or any the Administrative Agent; (iv) the occurrence of an Event of Bankruptcy; (iv) (x) the occurrence of an act by the Collateral Manager Manager, the Borrower or the Investment Advisor or any of its their respective officers or managers that constitutes fraud or a felonious criminal offense in the performance of its obligations under this Agreement or any other Loan Document applicable to it (as determined pursuant to a final adjudication by a court of competent jurisdiction)it, (iiy) the Collateral Manager Manager, the Borrower or the Investment Advisor being indicted for a criminal offense related to the commercial lending or asset management business of the Collateral Manager, the Borrower or the Investment Advisor, respectively, or (iiiz) any officer, director or manager of any of the Collateral Manager Manager, the Borrower or the Investment Advisor having responsibility for the management or administration of the Collateral or the performance by the Collateral Manager or the Borrower, respectively, of its obligations under this Agreement or any other Loan Document being indicted for a criminal offense materially related to the business of the Collateral Manager Manager, the Borrower or the Investment Advisor, respectively, and such officer, director or manager has not been removed from having such responsibility within ten 30 days of such indictment; (vi) the occurrence of any other Event of Default under the Credit Agreement that results directly from any breach by the Collateral Manager of its duties under this Agreement or any other Loan Document applicable to it; (vii) the Borrower or the pool of Collateral has become required to be registered as an investment company under the provisions of the Investment Company Act, as a result of a material breach by the Collateral Manager in violation of this Agreement; (viii) the inability of the Collateral Manager to perform its duties under this Agreement due to the termination of, or the non-performance of, the Investment Adviser under the Investment Advisory Agreement; (ix) an assignment by the Collateral Manager in violation of Section 15; or (ixx) the occurrence of an Event of Default under Section 6.1(h) or Section 6.1(m) of the Credit Agreement. (b) If any event listed in Section 13(a) occurs, the Collateral Manager shall give prompt written notice thereof (and in all cases within five (5) Business Days) to the Borrower, and on and after the Warehouse Closing Date, the Administrative Agent and the Collateral Agent upon a Senior an Authorized Officer of the Collateral Manager’s becoming aware of the occurrence of such event. (c) If the Collateral Manager is removed for Cause, the Borrower may choose (subject to the right of the Majority Lenders to terminate the Reinvestment Period or to accelerate the Loans and/or terminate the Commitments in accordance with the terms of the Credit Agreement), upon written notice to the Administrative Agent and the Collateral Agent if such removal is on or after the Warehouse Closing DateAgent, to appoint a successor collateral manager in accordance with the Appointment Procedures, so long as the requirements set forth in clauses (i) through (v) of Section 12(e) with respect to the appointment of a successor collateral manager are satisfied.

Removal for Cause. (a) This Agreement may be terminated and the Collateral The Asset Manager may be removedremoved for cause, without payment to on the 20th day after the date on which the Issuer or the Collateral Manager of any penaltyTrustee, for Cause upon prior written notice to the Collateral Manager and DBRS by the Borrower or, on and after the Warehouse Closing Date, the Administrative Agent acting at the direction of a Supermajority of each Class of Debt (voting separately), delivers written notice, setting forth the Majority Lenderscause 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 “Causecause” with respect to any such termination removal of the Collateral Asset Manager, such term will shall mean any one of the following events: (ia) willful violation or willful breach by the Collateral Asset Manager of willfully and intentionally breaches any material provision of this Agreement or any other Loan Document the Indenture applicable to it (not including a willful and intentional breach that results from a good faith dispute regarding a reasonable alternative courses of action or interpretation of instructionsthis Agreement or the Indenture which is not inconsistent with the standard of care set forth in Section 2(a) hereof); (iib) violation or breach by the Collateral Asset Manager of breaches any material provision of this Agreement or any other Loan Document term of the Indenture applicable to it (other than as covered by clause (ia) and it being understood that failure to meet any Eligibility CriteriaCoverage Tests, Portfolio Criteria or Collateral Quality Test or Coverage Test Tests is not a breach for purposes of under this clause subclause (iib)), that which breach has had or could reasonably be expected to have a Material Adverse Effect material adverse effect on the Holders of the Rated Debt and, if capable of being cured, is not cured within 30 days of its becoming aware of, or its receiving notice from the Collateral Trustee of, such breach or, if such violation or breach is not cured by capable of cure within 30 days, the Collateral Asset Manager fails to cure such breach within thirty (30) days after the first to occur of (A) the actual knowledge of period in which a reasonably diligent Person could cure 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 Agentbreach; (iiic) the failure of any representation, warranty, or certification or statement made or delivered by the Collateral Asset Manager in or pursuant to this Agreement or any other Loan Document applicable to it to be correct in any material respect when made, if such made which failure has had or 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 Holders of the Collateral Manager and (B) Rated Debt and, if capable of being cured, is not cured within 30 days of its becoming aware of, or its receiving notice from the Collateral Manager’s receipt Trustee of, such breach or, if such breach is not capable of notice of cure within 30 days, the Asset Manager fails to cure such failure from breach within the Borrower or any Agentperiod in which a reasonably diligent Person could cure such breach; (ivd) the occurrence and continuation of an Event of BankruptcyDefault under the Indenture that primarily results from any breach by the Asset Manager of its duties hereunder or under any provision of the Indenture applicable to it which breach or default is not cured within any applicable cure period; (i) the occurrence of an act by the Collateral Asset Manager or any of its officers or managers that constitutes fraud or a criminal offense activity in the performance of its obligations under this Agreement or any other Loan Document applicable to it (as determined pursuant to a final adjudication by a court of competent jurisdiction), jurisdiction or (ii) the Collateral Asset Manager being indicted for a criminal offense related to the commercial lending or asset management business of the Collateral Manager, or (iii) any officer, director or manager of any of its investment professionals holding the Collateral Manager having responsibility title “managing director” that are primarily responsible for the management or administration of the Collateral or the performance by the Collateral Asset Manager of its obligations under this Agreement or any other Loan Document being is indicted for a criminal offense materially related to the primary business of the Collateral Asset Manager and and, in the case of a managing director, such officer, managing director or manager has not been removed from having such continues to have primary responsibility within ten days for the performance of such indictment; (vi) the occurrence of any other Event of Default under the Credit Agreement that results directly from any breach by the Collateral Manager of its Asset Manager’s duties under this Agreement or any other Loan Document applicable to it;for a period of 30 days after such indictment; and (viif) the Borrower Asset Manager is wound up or dissolved or there is appointed over it or a substantial portion of its assets a receiver, administrator, administrative receiver, trustee or similar officer; or the pool of Collateral has become required Asset Manager (i) ceases to be registered able to, or admits in writing its inability to, pay its debts as an investment company under they become due and payable, or makes a general assignment for the provisions benefit of, or enters into any composition or arrangement with, its creditors generally; (ii) applies for or consents (by admission of the Investment Company Act, as a result material allegations of a material breach by petition or otherwise) to the Collateral Manager in violation appointment of this Agreement; a receiver, trustee, assignee, custodian, liquidator or sequestrator (viii) an assignment by the Collateral Manager in violation of Section 15; or (ix) the occurrence of an Event of Default under Section 6.1(h) or Section 6.1(mother similar official) of the Credit Agreement. Asset Manager or of any substantial part of its properties or assets, or authorizes such an application or consent, or proceedings seeking such appointment are commenced without its authorization or consent against the Asset Manager and continue undismissed for 60 days; (biii) authorizes or files a voluntary petition in bankruptcy, or applies for or consents (by admission of material allegations of a petition or otherwise) to the application of any bankruptcy, reorganization, arrangement, readjustment of debt, insolvency or dissolution, or authorizes such application or consent, or proceedings to such end are instituted against the Asset Manager without such authorization, application or consent and are approved as properly instituted and remain undismissed for 60 days or result in adjudication of bankruptcy or insolvency; or (iv) permits or suffers all or any substantial part of its properties or assets to be sequestered or attached by court order and the order remains undismissed for 60 days. If any event listed of the events specified in this Section 13(a) occurs15 shall occur, the Collateral Asset Manager shall give prompt written notice thereof (and in all cases within five (5) Business Days) to the Borrower, and on and after the Warehouse Closing Date, the Administrative Agent Issuer and the Collateral Agent Trustee upon a Senior Authorized Officer of the Collateral Asset Manager’s becoming aware of the occurrence of such event. (c) If the Collateral Manager is removed for Cause, the Borrower may choose (subject to the right of the Majority Lenders to terminate the Reinvestment Period or to accelerate the Loans and/or terminate the Commitments in accordance with the terms of the Credit Agreement), upon written notice to the Administrative Agent and the Collateral Agent if such removal is on or after the Warehouse Closing Date, to appoint a successor collateral manager in accordance with the Appointment Procedures, so long as the requirements set forth in Section 12(e) with respect to the appointment of a successor collateral manager are satisfied.

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 and DBRS by the Borrower or, on and after or the Warehouse Closing Date, the Administrative Facility Agent acting at the direction of the Majority LendersControlling Parties. 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 Coverage 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 to it (as determined pursuant to a final adjudication by a court of competent jurisdiction), (ii) the Collateral Manager being indicted for a criminal offense related to the commercial lending or asset management business of the Collateral Manager, or (iii) any officer, director or manager of any of the Collateral Manager having responsibility for the management or administration of the Collateral or the performance by the Collateral Manager of its obligations under this Agreement or any other Loan Document being indicted for a criminal offense materially related to the business of the Collateral Manager and such officer, director or manager has not been removed from having such responsibility within ten days of such indictment; (vi) the occurrence of any other Event of Default under the Credit Agreement that results directly from any breach by the Collateral Manager of its duties under this Agreement or any other Loan Document applicable to it; (vii) the Borrower or the pool of Collateral has become required to be registered as an investment company under the provisions of the Investment Company Act, as a result of a material breach by the Collateral Manager in violation of this Agreement;; or (viii) an assignment by the Collateral Manager in violation of Section 15; or (ix) the occurrence of an Event of Default under Section 6.1(h) or Section 6.1(m) of the Credit Agreement. (b) If any event listed in Section 13(a) occurs, the Collateral Manager shall give prompt written notice thereof (and in all cases within five (5) Business Days) to the Borrower, and on and after the Warehouse Closing Date, the Administrative Facility Agent and the Collateral Agent upon a Senior Authorized Officer of the Collateral Manager’s becoming aware of the occurrence of such event. (c) If the Collateral Manager is removed for Cause, the Borrower may choose (subject to the right of the Majority Lenders Controlling Parties to terminate the Reinvestment Period or to accelerate the Loans and/or terminate the Commitments in accordance with the terms of the Credit Agreement), upon written notice to the Administrative Facility Agent and the Collateral Agent if such removal is on or after the Warehouse Closing DateAgent, to appoint a successor collateral manager in accordance with the Appointment Procedures, so long as the requirements set forth in Section 12(e) with respect to the appointment of a successor collateral manager are satisfied.

Removal for Cause. (a) This Agreement The General Partner may be terminated and removed as the Collateral Manager may be removedGeneral Partner of the Partnership by vote of Limited Partners holding at least two-thirds (2/3) of the total Subscriptions if there is a final, without payment non-appealable determination by an arbitrator or court of competent jurisdiction that the General Partner has committed any action relating to the Collateral Manager of any penalty, for Cause upon prior written notice to the Collateral Manager and DBRS by the Borrower or, on and after the Warehouse Closing Date, the Administrative Agent acting at the direction performance of the Majority Lenders. For purposes of determining “Cause” with respect to any such termination of the Collateral ManagerGeneral Partner’s duties under this Agreement that constitutes gross negligence, such term will mean any one of the following events: (i) willful violation fraud 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 Coverage Test is not a breach for purposes of this clause (ii)), misconduct that has had or could reasonably be expected to will 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 Partnership. Any such removal shall be effective upon delivery of such written election to the General Partner. In addition, and subject to the provisions of this Section 11.1.2 and the other applicable provisions of this Agreement, the General Partner may be removed as the General Partner of the Partnership without cause at the election of Plymouth Opportunity OP LP, a Delaware limited partnership, so long as such entity directly holds not less than fifty percent (50%) of the total Subscriptions; provided, however, that (a) if the Key Principals and/or any other Affiliates of the initial General Partner are signatories to any guaranties and/or indemnities in connection with the Initial Financing and/or any other applicable financing, then such removal shall only be effective if, upon the effective date thereof, the Key Principals and/or any other applicable Affiliates of the initial General Partner are released from any liability under any applicable guarantees and/or indemnities with respect to matters arising or accruing following any such removal and (b) in no correction is made for a period event shall any such removal be permitted or effected unless the same complies with all applicable provisions of any applicable financing documents (including, without limitation, the documents evidencing the Initial Financing). Any such removal without cause that complies with all applicable provisions of this Section 11.1.2 shall be effective thirty (30) days after following written notice to the first to occur of (A) General Partner and the actual knowledge Limited Partners and upon the effectiveness of such failure by removal Plymouth Opportunity OP LP shall be the General Partner (subject to all applicable provisions of this Agreement). Notwithstanding anything to the contrary or otherwise set forth in this Agreement, upon any Senior Authorized Officer such removal without cause of the Collateral Manager and originally-named General Partner (B) that is, for avoidance of doubt, Trident 5400 FIB Management LLC), such removal shall not affect any distributions payable to Trident 5400 FIB Management LLC pursuant to Section 7.2.2 (including, without limitation, any liquidating distributions pursuant to Section 10.2). Upon any removal of the Collateral Manager’s receipt General Partner the General Partner shall have no further obligations as the “General Partner” 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 Partnership under this Agreement or any other Loan Document applicable to it (as determined pursuant to a final adjudication by a court of competent jurisdiction), (ii) the Collateral Manager being indicted for a criminal offense related to the commercial lending or asset management business of the Collateral Manager, or (iii) any officer, director or manager of any of the Collateral Manager having responsibility for the management or administration of the Collateral or the performance by the Collateral Manager of its obligations under this Agreement or any other Loan Document being indicted for a criminal offense materially related to the business of the Collateral Manager and such officer, director or manager has not been removed from having such responsibility within ten days of such indictment; (vi) the occurrence of any other Event of Default under the Credit Agreement that results directly from any breach by the Collateral Manager of its duties under this Agreement or any other Loan Document applicable to it; (vii) the Borrower or the pool of Collateral has become required to be registered as an investment company under the provisions of the Investment Company Act, as a result of a material breach by the Collateral Manager in violation of this Agreement; (viii) an assignment by the Collateral Manager in violation of Section 15; or (ix) the occurrence of an Event of Default under Section 6.1(h) or Section 6.1(m) of the Credit Agreementotherwise. (b) If any event listed in Section 13(a) occurs, the Collateral Manager shall give prompt written notice thereof (and in all cases within five (5) Business Days) to the Borrower, and on and after the Warehouse Closing Date, the Administrative Agent and the Collateral Agent upon a Senior Authorized Officer of the Collateral Manager’s becoming aware of the occurrence of such event. (c) If the Collateral Manager is removed for Cause, the Borrower may choose (subject to the right of the Majority Lenders to terminate the Reinvestment Period or to accelerate the Loans and/or terminate the Commitments in accordance with the terms of the Credit Agreement), upon written notice to the Administrative Agent and the Collateral Agent if such removal is on or after the Warehouse Closing Date, to appoint a successor collateral manager in accordance with the Appointment Procedures, so long as the requirements set forth in Section 12(e) with respect to the appointment of a successor collateral manager are satisfied.

Removal for Cause. (a) This Agreement may be terminated and the The Collateral Manager may be removed, without payment to the Collateral Manager of any penalty, removed for Cause upon 30 days’ prior written notice to the Collateral Manager and DBRS (with a copy to the Trustee which will be forwarded to the Holders of Notes) by the Borrower orIssuer, on and after the Warehouse Closing Date, the Administrative Agent acting at the direction of either (x) a Majority of the Subordinated Notes (or, if all of 19 the Subordinated Notes are Collateral Manager Notes, a Majority Lendersof the most senior Class of Notes that is not comprised entirely of Collateral Manager Notes) or (y) a Supermajority of the Controlling Class (or, if all of the Controlling Class consists of Collateral Manager Notes, a Supermajority of the most senior Class of Notes that is not comprised entirely of Collateral Manager Notes). Voting of any Collateral Manager Notes will be subject to Section 12(g). No such removal shall be effective until the date as of which a successor Collateral Manager satisfying the criteria set forth in Section 12(d) above shall have been appointed and delivered an Instrument of Acceptance to the Issuer and the removed Collateral Manager. For purposes of determining “Cause” with respect to any such termination removal of the Collateral ManagerManager by the Issuer, such term will shall mean any one of the following events: : (i) willful violation or willful breach by the Collateral Manager of willfully and intentionally violated or willfully and intentionally breached any material provision of this Agreement or any other Loan Document the Indenture 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 breaches any provision of this Agreement or any other Loan Document terms of the Indenture 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 Coverage Test is not a breach for purposes of this clause (ii)), that has or could which breach would reasonably be expected to have a Material Adverse Effect material adverse effect on any Class of Notes and has not cured such breach (if capable of being cured) within 30 days of its becoming aware of, or its receipt of notice from the Issuer or the Trustee of, such breach (it being understood that the Trustee will not provide such notice unless it receives a written direction from the Holders of at least 25% of the Aggregate Outstanding Amount of the Controlling Class), unless, if such violation or breach is not cured by remediable, 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 has taken action that the Collateral Manager in good faith believes will remedy, and (B) the Collateral Manager’s that does in fact remedy, such breach within 60 days of its becoming aware, or its receipt of notice from the Issuer or the Trustee, of such violation or breach from the Borrower or any Agent; breach; (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 the Indenture to be correct in any material respect when made, if such made which failure (A) could reasonably be expected to have a Material Adverse Effect or a material adverse effect on any Class of Notes and (B) is not corrected by the Collateral and no correction is made for a period of thirty (30) Manager within 30 days after its becoming aware of, or its receipt of notice from the first Issuer or the Trustee (it being understood that the Trustee will not provide such notice unless it receives a written direction from (x) the holders of at least 25% of the Aggregate Outstanding Amount of the Controlling Class (or, if all of the Controlling Class consists of Collateral Manager Notes, the highest Priority Class of Notes that is not comprised entirely of Collateral Manager Notes) or (y) the holders of at least 25% of the Aggregate Outstanding Amount of the Subordinated Notes (or, if all of the Subordinated Notes are Collateral Manager Notes, the lowest Priority Class of Notes that is not comprised entirely of Collateral Manager Notes)) of such failure, unless, if such failure is remediable, the Collateral Manager has taken action that the Collateral Manager in good faith believes will remedy, and that does in fact remedy, such failure within 60 days of its becoming aware, or its receipt of notice from the Issuer or the Trustee, of such failure; provided that the delivery of a certificate or other report which corrects any inaccuracy contained in a previous report or certification 20 shall be deemed to occur cure such inaccuracy as of the date of delivery of such updated report or certificate and any and all inaccuracies arising from continuation of such initial inaccurate report or certificate; (iv) the Collateral Manager is wound up or dissolved or there is appointed over it or a substantial part of its assets a receiver, administrator, administrative receiver, trustee or similar officer; or the Collateral Manager (A) ceases to be able to, or admits in writing its inability to, pay its debts as they become due and payable, or makes a general assignment for the actual knowledge benefit of, or enters into any composition or arrangement with, its creditors generally; (B) applies for or consents (by admission of such failure by any Senior Authorized Officer material allegations of a petition or otherwise) to the appointment of a receiver, trustee, assignee, custodian, liquidator or sequestrator (or other similar official) of the Collateral Manager or of any substantial part of its properties or assets, or authorizes such an application or consent, or proceedings seeking such appointment are commenced without such authorization, consent or application against the Collateral Manager and (B) continue undismissed for 60 days or any such appointment is ordered by a court or regulatory body having jurisdiction over the Collateral Manager’s receipt ; (C) authorizes or files a voluntary petition in bankruptcy, or applies for or consents (by admission of notice material allegations of a petition or otherwise) to the application of any bankruptcy, reorganization, arrangement, readjustment of debt, insolvency, dissolution, or similar law, or authorizes such failure from application or consent, or proceedings to such end are instituted against the Borrower Collateral Manager without such authorization, application or consent and remain undismissed for 60 days or result in adjudication of bankruptcy or insolvency or the issuance of an order for relief; or (D) permits or suffers all or any Agent; substantial part of its properties or assets to be sequestered or attached by court order and the order (ivif contested in good faith) remains undismissed for 60 days; (v) the occurrence and continuation of an Event of Bankruptcy; Default (iregardless of whether an acceleration has occurred) under the occurrence of an act by the Collateral Manager or any of its officers or managers Indenture that constitutes fraud or a criminal offense is described in the performance of its obligations under this Agreement or any other Loan Document applicable to it clause (as determined pursuant to a final adjudication by a court of competent jurisdiction), (iia) the Collateral Manager being indicted for a criminal offense related to the commercial lending or asset management business of the Collateral Manager, or (iii) any officer, director or manager definition of any of the Collateral Manager having responsibility for the management or administration of the Collateral or the performance by the Collateral Manager of its obligations under this Agreement or any other Loan Document being indicted for a criminal offense materially related to the business of the Collateral Manager and such officer, director or manager has not been removed from having such responsibility within ten days of such indictment; (vi) the occurrence of any other “Event of Default under the Credit Agreement Default” and that directly results directly from any breach by the Collateral Manager of its duties hereunder or under this Agreement or any other Loan Document the terms of the Indenture applicable to it; (vii) the Borrower or the pool of Collateral has become required duties to be registered as an investment company under the provisions of the Investment Company Act, as a result of a material breach performed by the Collateral Manager in violation of this Agreement; (viii) an assignment by the Collateral Manager in violation of Section 15; or (ix) the occurrence of an Event of Default under Section 6.1(h) or Section 6.1(m) on behalf of the Credit Agreement. Issuer; (b) If any event listed in Section 13(a) occurs, the Collateral Manager shall give prompt written notice thereof (and in all cases within five (5) Business Days) to the Borrower, and on and after the Warehouse Closing Date, the Administrative Agent and the Collateral Agent upon a Senior Authorized Officer of the Collateral Manager’s becoming aware of the occurrence of such event. (c) If the Collateral Manager is removed for Cause, the Borrower may choose (subject to the right of the Majority Lenders to terminate the Reinvestment Period or to accelerate the Loans and/or terminate the Commitments in accordance with the terms of the Credit Agreementvi), upon written notice to the Administrative Agent and the Collateral Agent if such removal is on or after the Warehouse Closing Date, to appoint a successor collateral manager in accordance with the Appointment Procedures, so long as the requirements set forth in Section 12(e) with respect to the appointment of a successor collateral manager are satisfied.

Removal for Cause. (a) This Agreement Any Trustee may be terminated removed by the Shareholders by a Majority Shareholder Vote, and the Collateral Manager may be removedShareholders may, without payment to by a Majority Shareholder Vote, require the Collateral Manager removal of any penaltyOfficer, for if a Finding of Cause upon prior written notice 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 Collateral Manager and DBRS by the Borrower or, on and after the Warehouse Closing Date, the Administrative Agent acting at the direction provisions of the Majority Lendersthis Section 2.2(c). For purposes of determining this Agreement, the term “Finding of Cause” with respect to any such termination of the Collateral Manager, such term will mean any one of the following events: means (i) willful violation or willful breach a written determination by the Collateral Manager of any provision of this Agreement Shareholders by a Majority Shareholder Vote that a Trustee 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 Coverage Test is not a breach for purposes of this clause (ii)), that Officer 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 committed (A) willful malfeasance in the actual knowledge performance of any of such violation Trustee’s or breach by any Senior Authorized Officer of the Collateral Manager and Officer’s material duties in his or her capacity as such (B) willful misconduct or fraud or (C) gross negligence which is the Collateral Manager’s receipt primary cause 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 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 no correction is made (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 (30) days Business Days after the first date upon which such written determination was given to occur of the Board and such Trustee or Officer; provided, however, that, (A1) at least 10 days prior to submitting any such written determination, GMIMCo and the actual knowledge of such failure by any Senior Authorized Officer GM Investors shall consult with the President of the Collateral Manager 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 (B2) any such Trustee or Officer shall have the Collateral Manager’s receipt of notice of right to dispute any determination that 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 willful malfeasance, willful misconduct, fraud or a criminal offense gross negligence has occurred and, in the performance case of its obligations under this Agreement or any other Loan Document applicable to it (as determined pursuant to gross negligence, that such gross negligence is the primary cause of a final adjudication by a court of competent jurisdiction), (ii) material adverse effect on the Collateral Manager being indicted for a criminal offense related to the commercial lending or asset management business of the Collateral Manager, or (iii) any officer, director or manager of any of the Collateral Manager having responsibility for the management or administration of the Collateral or the performance by the Collateral Manager of its obligations under this Agreement or any other Loan Document being indicted for a criminal offense materially related to the business of the Collateral Manager and such officer, director or manager Trust that has not been removed from having substantially cured, and, if such responsibility Trustee or Officer commences legal action for declaratory or injunctive relief with respect to such Finding of Cause within ten days 15 Business Days after written determination of such indictment; is delivered to the Trust and such Trustee or Officer (vi) which 15 Business Days may, in the occurrence case of any other Event gross negligence, be extended for an additional 30 Business Days if such Officer or Trustee is diligently prosecuting a cure of Default under such gross negligence), then the Credit Agreement that results directly from any breach applicable Finding of Cause shall not become effective until the date upon which the dispute with respect to such determination has been resolved (whether by agreement among such Trustee or Officer, the Collateral Manager of its duties under this Agreement Trust and the Shareholders by a Majority Shareholder Vote or any other Loan Document applicable to it; (vii) the Borrower or the pool of Collateral has become required to be registered as an investment company under the provisions of the Investment Company Act, as a result of a material breach judgment or award in the judicial proceeding filed by such Officer or Trustee). Any determination by the Collateral Manager in violation Shareholders, and the effectiveness, of this Agreement; (viii) an assignment any Finding of Cause, may be rescinded or withdrawn at any time by the Collateral Manager in violation of Section 15; or (ix) the occurrence of an Event of Default under Section 6.1(h) or Section 6.1(m) of the Credit AgreementShareholders by a Majority Shareholder Vote. (b) If any event listed in Section 13(a) occurs, the Collateral Manager shall give prompt written notice thereof (and in all cases within five (5) Business Days) to the Borrower, and on and after the Warehouse Closing Date, the Administrative Agent and the Collateral Agent upon a Senior Authorized Officer of the Collateral Manager’s becoming aware of the occurrence of such event. (c) If the Collateral Manager is removed for Cause, the Borrower may choose (subject to the right of the Majority Lenders to terminate the Reinvestment Period or to accelerate the Loans and/or terminate the Commitments in accordance with the terms of the Credit Agreement), upon written notice to the Administrative Agent and the Collateral Agent if such removal is on or after the Warehouse Closing Date, to appoint a successor collateral manager in accordance with the Appointment Procedures, so long as the requirements set forth in Section 12(e) with respect to the appointment of a successor collateral manager are satisfied.

Removal for Cause. Notwithstanding anything contained in this Agreement to the contrary, the Limited Partners shall have the right to remove and replace the General Partner upon the occurrence of any of the following events with respect to the Project or the Partnership (a) This Agreement may be terminated a material loan default not cured within any applicable cure period under the loan documents, unless the lender acknowledges in writing satisfactory progress, agrees not to take action without further notice, and refrains from action until cure occurs; (b) written notice of intent to effect a foreclosure or other lender's action or of intent by such lender to exercise control over the Collateral Manager may be removedProject, unless the lender acknowledges in writing satisfactory progress, agrees not to take action without payment further notice, and refrains from action until cure occurs; (c) the filing of a bankruptcy petition or similar creditor's action by or against the Partnership or any general partner thereof, except for any such action by a lender or creditor that is dismissed or stayed within sixty (60) days; (d) any part of the Project is in material violation of the building code or any other applicable law and, if applicable, any cure period respecting such violation has expired, unless the Partnership is contesting such violation in good faith and with all due diligence, as permitted under the applicable law and title to the Collateral Manager Project is not threatened; or (e) gross negligence or willful misconduct by the General Partner; or (f) material failure by the General Partner to comply with its obligations under this Agreement, including without limitation those obligations relating to low-income housing occupancy at the requisite levels and Applicable Fraction required hereunder, and/or under applicable Project debt and equity financing requirements; or (g) willful or material failure to achieve the Tax Credits pursuant to Schedule 1 to Exhibit B; or (h) if the General Partner's representations or warranties herein are untrue, in any material respect (any of any penaltythe above events being referred to herein as an "Event of Default"). Prior to removing and replacing the General Partner because of the occurrence of an Event of Default, for Cause upon the Limited Partners shall give such General Partner prior written notice to setting forth the Collateral Manager and DBRS Event of Default providing the basis for removal. Any such removal will be effective as of the date set forth in such notice; provided that, as regards Events of Default for which cure periods are provided above, such removal shall not be effective until expiration of such cure periods, without cure of such default. Upon such removal, each General Partner so removed may be replaced by one or more Substitute General Partner(s) appointed by the Borrower or, on and after the Warehouse Closing Date, the Administrative Agent acting at the direction of the Majority 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 Coverage 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 Limited Partners pursuant to this Agreement or any other Loan Document applicable Section 12.4 hereof. The foregoing notwithstanding the Limited Partners shall have no right to it to be correct when made, if exercise such failure could reasonably be expected to have a Material Adverse Effect or removal right unless and until the Event of Default is one having a material adverse effect on the Collateral and no correction is made for a period of thirty (30) days after tax credits or cause any credit recapture to the first to occur of (A) the actual knowledge of such failure by any Senior Authorized Officer detriment 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 to it (as determined pursuant to a final adjudication by a court of competent jurisdiction), (ii) the Collateral Manager being indicted for a criminal offense related to the commercial lending or asset management business of the Collateral Manager, or (iii) any officer, director or manager of any of the Collateral Manager having responsibility for the management or administration of the Collateral or the performance by the Collateral Manager of its obligations under this Agreement or any other Loan Document being indicted for a criminal offense materially related to the business of the Collateral Manager and such officer, director or manager has not been removed from having such responsibility within ten days of such indictment; (vi) the occurrence of any other Event of Default under the Credit Agreement that results directly from any breach by the Collateral Manager of its duties under this Agreement or any other Loan Document applicable to it; (vii) the Borrower or the pool of Collateral has become required to be registered as an investment company under the provisions of the Investment Company Act, as a result of a material breach by the Collateral Manager in violation of this Agreement; (viii) an assignment by the Collateral Manager in violation of Section 15; or (ix) the occurrence of an Event of Default under Section 6.1(h) or Section 6.1(m) of the Credit AgreementLimited Partners. (b) If any event listed in Section 13(a) occurs, the Collateral Manager shall give prompt written notice thereof (and in all cases within five (5) Business Days) to the Borrower, and on and after the Warehouse Closing Date, the Administrative Agent and the Collateral Agent upon a Senior Authorized Officer of the Collateral Manager’s becoming aware of the occurrence of such event. (c) If the Collateral Manager is removed for Cause, the Borrower may choose (subject to the right of the Majority Lenders to terminate the Reinvestment Period or to accelerate the Loans and/or terminate the Commitments in accordance with the terms of the Credit Agreement), upon written notice to the Administrative Agent and the Collateral Agent if such removal is on or after the Warehouse Closing Date, to appoint a successor collateral manager in accordance with the Appointment Procedures, so long as the requirements set forth in Section 12(e) with respect to the appointment of a successor collateral manager are satisfied.

Removal for Cause. (ai) This Agreement may be terminated and the Collateral Manager may be removed, without payment Subject to the Collateral Manager cure provisions of any penaltythis Section 7.7, TRT shall have the right to remove DDR as the Managing Partner for Cause upon prior "cause" (as defined below) by delivering to DDR a written notice of removal and stating in reasonable detail the grounds for removal (a "Removal Notice"); provided, however, that unless DDR acknowledges in writing that cause for removal exists, any such removal shall be effective only upon the issuance of a written determination by a mediator reasonably acceptable to DDR and TRT (the Collateral Manager and DBRS by the Borrower or, on and after the Warehouse Closing Date, the Administrative Agent acting at the direction of the Majority Lenders"Mediator") that "cause" exists. For purposes of determining “Cause” this Agreement, "cause" shall mean (1) the breach by DDR of any material provision of this Agreement (including, without limitation, the failure of DDR to make any required Capital Contribution, other than in respect of Preservation Costs), (2) fraud by DDR with respect to any matter relating to the Partnership, (3) gross negligence by DDR in the performance of its duties as Managing Partner under this Agreement, (4) willful misconduct by DDR in the performance of its duties as Managing Partner under this Agreement, (5) DDR becomes a Bankrupt Partner, (6) DDR (or any Related Party) is terminated as a result of a "Property Manager Event of Default" (as such termination term in defined in the Management and Leasing Agreement) as Property Manager under the Management and Leasing Agreement, (7) DDR (or any Related Party) is terminated for "cause" as Asset Manager under the Asset Management Agreement, (8) the breach by DDR Parent of any material provision of the Collateral Manager, such term will mean Master Lease or (9) the breach by DDR Parent or any one of the following events: (i) willful violation or willful breach by other "Contributors" under the Collateral Manager Contribution and Sale Agreement of any material provision of this the Contribution and Sale Agreement. Notwithstanding the foregoing, the parties acknowledge and agree that a breach of a representation or warranty by any Contributor under the Contribution and Sale Agreement or any other Loan Document applicable to it (shall not including be considered a willful and intentional breach that results from of a good faith dispute regarding reasonable alternative courses of action or interpretation of instructions); (ii) violation or breach by the Collateral Manager of any material provision of this the Contribution and Sale 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 Coverage Test is not a breach for purposes of this clause Section 7.7(a)(i). (ii)), that has or could reasonably be expected ) If the Partners are unable to have agree on a Material Adverse Effect if such violation or breach is not cured by the Collateral Manager mediator within thirty (30) days of the date that DDR received the Removal Notice, then within ten (10) days thereafter the Partners shall each select a reputable qualified mediator located in New York, New York. If either of the Partners shall fail to designate a mediator within said ten (10) day period and thereafter shall fail to do so within three (3) days after written notice by the other Partner requesting such designation, then notwithstanding the following provisions of this Section 7.7, the mediator that has been selected shall be deemed approved. The two mediators selected shall select a third mediator having an office in New York, New York, and the third mediator so selected shall be deemed approved by the Partners. If the first two mediators shall fail to occur agree upon the designation of (A) a third mediator, then 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 approved mediator shall be appointed by the Collateral Manager American Arbitration Association in or pursuant the City of New York, New York. The Partners agree to this Agreement or any other Loan Document applicable submit their written arguments (the "Written Arguments") to it the Mediator within ten (10) Business Days following the acceptance by the Mediator of its appointment hereunder and to be correct when made, if such failure could reasonably be expected cause the Mediator to have a Material Adverse Effect or a material adverse effect render its written determination (based solely on the Collateral and Written Arguments) of whether cause exists no correction is made for a period of later than thirty (30) days after the first to occur of (A) the actual knowledge of such failure by any Senior Authorized Officer following submission of the Collateral Manager Written Arguments. The written determination of the Mediator shall only be effective for purposes of establishing the effective date of DDR's removal, but shall not be final or binding on the parties for the purpose of determining whether cause actually exists and (B) the Collateral Manager’s receipt either party may seek a judicial determination of notice that issue. If it is ultimately determined by a final, non-appealable order 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 to it (as determined pursuant to a final adjudication by a court of competent jurisdictionjurisdiction that cause did not exist, (i) DDR shall be entitled to be reinstated as Managing Partner and shall be paid an amount equal to the Asset Management Fees otherwise payable for the period of time beginning with DDR's removal and ending with its reinstatement as Managing Partner), (ii) any deferred Asset Management Fees will be reinstated and thereafter paid in accordance with Section 3.5 and the Collateral Manager being indicted for a criminal offense related to the commercial lending or asset management business of the Collateral ManagerAsset Management Agreement, or (iii) any officerDDR's Promote Interest shall be reinstated, director or manager retroactive to the date of any of removal, (iv) all agreements between the Collateral Manager having responsibility for the management or administration of the Collateral or the performance by the Collateral Manager of its obligations under this Agreement Partnership or any other Loan Document being indicted for a criminal offense materially related Subsidiary and DDR or any Related Party of DDR that were terminated shall be reinstated, (v) DDR's right to appoint members to the business of the Collateral Manager and such officerEC Committee shall be reinstated, director or manager has not been removed from having such responsibility within ten days of such indictment; (vi) DDR's appointees to the occurrence of any other Event of Default under the Credit Agreement that results directly from any breach by the Collateral Manager of its duties under this Agreement or any other Loan Document applicable to it; EC Committee shall be reinstated, (vii) the Borrower or the pool of Collateral has become required Partnership shall pay to be registered as an investment company DDR all fees payable under the provisions Management and Leasing Agreement for the period of the Investment Company Act, time beginning with DDR's removal and ending with its reinstatement as a result of a material breach by the Collateral Property Manager in violation of this Agreement; and (viii) an assignment by TRT shall no longer have the Collateral Manager in violation of Section 15; or right to invoke the Marketing Right pursuant to subclause (ix) the occurrence of an Event of Default under Section 6.1(h) or Section 6.1(mF) of the Credit Agreement. clause (biv) If any event listed in Section 13(a) occursbelow, the Collateral Manager but TRT shall give prompt written notice thereof (and in all cases within five (5) Business Days) to the Borrower, and on and after the Warehouse Closing Date, the Administrative Agent and the Collateral Agent upon a Senior Authorized Officer of the Collateral Manager’s becoming aware of the occurrence of such event. (c) If the Collateral Manager is removed for Cause, the Borrower may choose (subject to have the right to continue marketing and may cause the Partnership or a Subsidiary to sell any Property for which it had invoked the Marketing Right pursuant to subclause (F) of clause (iv) below and was actively marketing prior to DDR's reinstatement (DDR acknowledges that the Majority Lenders foregoing shall not prohibit TRT from invoking the Marketing Right pursuant to terminate the Reinvestment Period or Section 3.10 at any time TRT would otherwise have had such right pursuant to accelerate the Loans and/or terminate the Commitments in accordance with the terms of the Credit AgreementSection 3.10), upon written notice to the Administrative Agent and the Collateral Agent if such removal is on or after the Warehouse Closing Date, to appoint a successor collateral manager in accordance with the Appointment Procedures, so long as the requirements set forth in Section 12(e) with respect to the appointment of a successor collateral manager are satisfied.

Removal for Cause. (a) This Agreement may be terminated Subject to Sections 12(e) and (f), the Collateral Manager may be removed, without payment to the Collateral Manager of any penalty, removed for Cause cause upon 10 days’ prior written notice to the Collateral Manager and DBRS by the Borrower orIssuer, on and after the Warehouse Closing Date, the Administrative Agent acting at the direction of a Majority of the Majority LendersControlling Class, excluding, for purposes of such direction, any Notes of the Controlling Class held by the Collateral Manager or any of its Affiliates. For purposes of determining “Causecause” 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, or the taking of any action by the Collateral Manager that it knows violates or breaches, any provision of this Agreement or any other Loan Document the Indenture applicable to it (not including that, either individually or in the aggregate, has or could reasonably be expected to have a willful and intentional breach that results from a good faith dispute regarding reasonable alternative courses of action or interpretation of instructions)Material Adverse Effect; (ii) violation or breach by the Collateral Manager in any material respect of any provision of this Agreement or any other Loan Document the Indenture applicable to it (other than as covered by clause (i) and it being understood that failure to meet any Eligibility Criteriait, Collateral Quality Test or Coverage 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) 30 days after of the first to occur of (A) Collateral Manager becoming aware of, or receiving notice from, the actual knowledge Issuer or the Trustee of such violation or breach by any Senior Authorized Officer of that, either individually or in the Collateral Manager and (B) the Collateral Manager’s receipt of notice of such violation aggregate, has or breach from the Borrower or any Agentcould reasonably be expected to have a Material Adverse Effect; (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 the Indenture to be correct in any material respect when made, if such failure could is 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) 30 days after the first to occur of (A) the actual knowledge of such failure by any Senior Authorized Officer professional employee of the Collateral Manager directly involved in the performance by the Collateral Manager of its duties under this Agreement and (B) the Collateral Manager’s receipt of notice from the Issuer, the Noteholders or the Trustee of such failure from the Borrower or any Agentfailure; (iv) the occurrence of an Event of Bankruptcy; (iv) the occurrence of an any act by the Collateral Manager or any of its officers or managers that constitutes fraud or a criminal offense felony in the performance of its obligations under this Agreement or any other Loan Document applicable to it (as determined pursuant to a final adjudication by a court of competent jurisdiction), (ii) the Collateral Manager being indicted for a criminal offense related to the commercial lending or asset management business of the Collateral Manager, or (iii) any officer, director or manager of any conviction of the Collateral Manager having responsibility for the management or administration any currently active managers of the Collateral a felony related to its activities in any securities, financial advisory or other investment business or the performance by the Collateral Manager indictment, finding of its obligations under this Agreement civil liability or any other Loan Document being indicted for a criminal offense materially related to the business conviction of the Collateral Manager and such officer, director or manager has not been removed from having such responsibility within ten days any of such indictmentits currently active managers relating to a violation of the Securities Act or any other U.S. Federal securities law or any rules or regulations thereunder; (vi) the occurrence of any other Event of Default under the Credit Agreement Indenture that consists of a default in the payment of principal of or interest on the Secured Notes when due and payable or results directly from any breach by the Collateral Manager of its duties under the Indenture or this Agreement or any other Loan Document applicable to it;Agreement; and (vii) the Borrower or the pool of Collateral has become required failure, on any Measurement Date, to be registered as an investment company under the provisions of the Investment Company Act, as maintain a result of a material breach by the Collateral Manager in violation of this Agreement; (viii) an assignment by the Collateral Manager in violation of Section 15; or (ix) the occurrence of an Event of Default under Section 6.1(h) or Section 6.1(m) of the Credit AgreementClass A/B Overcollateralization Ratio at least equal to 105%. (b) If any event listed in Section 13(a) occurs, the Collateral Manager shall give prompt written notice thereof (and in all cases within five (5) Business Days) to the BorrowerIssuer, and on and after the Warehouse Closing DateS&P, the Administrative Agent Trustee and the Collateral Agent Holders of all Outstanding Notes upon a Senior Authorized Officer of the Collateral Manager’s becoming aware of the occurrence of such event. (c) If the Collateral Manager is removed for Cause, the Borrower may choose (subject to the right of the Majority Lenders to terminate the Reinvestment Period or to accelerate the Loans and/or terminate the Commitments in accordance with the terms of the Credit Agreement), upon written notice to the Administrative Agent and the Collateral Agent if such removal is on or after the Warehouse Closing Date, to appoint a successor collateral manager in accordance with the Appointment Procedures, so long as the requirements set forth in Section 12(e) with respect to the appointment of a successor collateral manager are satisfied.

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 and DBRS S&P by the Borrower or, on and after the Warehouse Closing Date, the Administrative Agent acting at the direction of the Majority 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 Coverage 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 to it (as determined pursuant to a final adjudication by a court of competent jurisdiction), (ii) the Collateral Manager being indicted for a criminal offense related to the commercial lending or asset management business of the Collateral Manager, or (iii) any officer, director or manager of any of the Collateral Manager having responsibility for the management or administration of the Collateral or the performance by the Collateral Manager of its obligations under this Agreement or any other Loan Document being indicted for a criminal offense materially related to the business of the Collateral Manager and such officer, director or manager has not been removed from having such responsibility within ten days of such indictment; (vi) the occurrence of any other Event of Default under the Credit Agreement that results directly from any breach by the Collateral Manager of its duties under this Agreement or any other Loan Document applicable to it; (vii) the Borrower or the pool of Collateral has become required to be registered as an investment company under the provisions of the Investment Company Act, as a result of a material breach by the Collateral Manager in violation of this Agreement; (viii) an assignment by the Collateral Manager in violation of Section 15; or (ix) the occurrence of an Event of Default under Section 6.1(h) or Section 6.1(m) of the Credit Agreement. (b) If any event listed in Section 13(a) occurs, the Collateral Manager shall give prompt written notice thereof (and in all cases within five (5) Business Days) to the Borrower, and on and after the Warehouse Closing Date, the Administrative Agent and the Collateral Agent upon a Senior Authorized Officer of the Collateral Manager’s becoming aware of the occurrence of such event. (c) If the Collateral Manager is removed for Cause, the Borrower may choose (subject to the right of the Majority Lenders to terminate the Reinvestment Period or to accelerate the Loans and/or terminate the Commitments in accordance with the terms of the Credit Agreement), upon written notice to the Administrative Agent and the Collateral Agent if such removal is on or after the Warehouse Closing Date, to appoint a successor collateral manager in accordance with the Appointment Procedures, so long as the requirements set forth in Section 12(e) with respect to the appointment of a successor collateral manager are satisfied.

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, Removal for Cause upon shall mean the termination of your duties as President, Chief Executive Officer and, if you are then serving in such capacity, Chairman of the Board, effected by the Board of Directors of the Company (after a Board of Directors meeting for which you had at least ten (10) days prior written notice and at which you had the opportunity to the Collateral Manager and DBRS have counsel present to represent you in connection with issues concerning your removal for cause) by the Borrower or, on and after the Warehouse Closing Date, the Administrative Agent acting at the direction reason of the Majority Lenders. For purposes of determining “Cause” with respect to any such termination of the Collateral Manager, such term will mean any one or more of the following events: (i) willful violation which individually or willful breach by in 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 Coverage Test is not a breach for purposes of this clause (ii)), that aggregate 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 aggregate business or affairs of the Company and no correction is made any Related Entity: (i) your gross neglect of your duties, your willful and continuing refusal to perform your duties (other than, in any such case, because of a reasonably documented mental or physical illness), your refusal to obey any lawful order of the Board of Directors, or any material breach by you of any provision of paragraphs 11 or 12 of this Agreement, which, in any of the foregoing events, continues for a period of more than 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 following your receipt of written notice of such failure from the Borrower Board of Directors that describes such breach or any Agentother event; (ivii) your willful misconduct with respect to the occurrence business or affairs of an Event the Company or of Bankruptcyany Related Entity; (iiii) your conviction of, or your plea of nolo contendere to, a misdemeanor involving embezzlement or fraud or other offense involving money or other property of the occurrence Company (other than a good faith dispute over expense account items), any criminal violation of an act by the Collateral Manager Securities Act of 1933 or the Securities Exchange Act of 1934, or any felony, provided your rights of its officers appeal with respect to such matter have either lapsed or managers that constitutes fraud or a criminal offense in the performance of its obligations under this Agreement or any other Loan Document applicable to it (as determined pursuant to a final adjudication by a court of competent jurisdiction), (ii) the Collateral Manager being indicted for a criminal offense related to the commercial lending or asset management business of the Collateral Manager, or (iii) any officer, director or manager of any of the Collateral Manager having responsibility for the management or administration of the Collateral or the performance by the Collateral Manager of its obligations under this Agreement or any other Loan Document being indicted for a criminal offense materially related to the business of the Collateral Manager and such officer, director or manager has not been removed from having such responsibility within ten days of such indictmentexercised; (vi) the occurrence of any other Event of Default under the Credit Agreement that results directly from any breach by the Collateral Manager of its duties under this Agreement or any other Loan Document applicable to it; (vii) the Borrower or the pool of Collateral has become required to be registered as an investment company under the provisions of the Investment Company Act, as a result of a material breach by the Collateral Manager in violation of this Agreement; (viii) an assignment by the Collateral Manager in violation of Section 15; or (ix) the occurrence of an Event of Default under Section 6.1(h) or Section 6.1(m) of the Credit Agreement. (b) If any event listed in Section 13(a) occurs, the Collateral Manager shall give prompt written notice thereof (and in all cases within five (5) Business Days) to the Borrower, and on and after the Warehouse Closing Date, the Administrative Agent and the Collateral Agent upon a Senior Authorized Officer of the Collateral Manager’s becoming aware of the occurrence of such event. (c) If the Collateral Manager is removed Upon your Removal for Cause, the Borrower may choose (subject Company will only be required to pay you any unpaid Base Salary earned by you pursuant to paragraph 3 for services rendered through the right date of such removal, any bonus which has been declared but is unpaid as of the Majority Lenders to terminate the Reinvestment Period or to accelerate the Loans and/or terminate the Commitments date of such removal and, in accordance with the terms of any plan, any deferred compensation. In such case, no amounts will be payable to you under paragraph 8 of this Agreement for any reason whatsoever. (c) In the Credit Agreement), upon written notice to the Administrative Agent and the Collateral Agent if such removal is on or after the Warehouse Closing Date, to appoint a successor collateral manager event of your voluntary termination in accordance with paragraph 4(e), you shall receive the Appointment Procedures, so long same amounts as the requirements set forth in Section 12(e) with respect to the appointment of a successor collateral manager are satisfiedif you were Removed for Cause.

Removal for Cause. (a) This Agreement may be terminated Subject to Sections 12(c), 12(d) and 12(e), the Collateral Manager may be removed, without payment to the Collateral Manager of any penalty, removed for Cause upon prior written notice to the Collateral Manager and DBRS by the Borrower orBorrower, on and after the Warehouse Closing Date, the Administrative Agent acting at the direction of the Majority Required 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 Facility 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)it; (ii) violation or breach by the Collateral Manager of any provision of this Agreement or any other Loan Facility Document applicable to it (other than as covered by clause (i) and it being understood that failure to meet any Eligibility Criteriait, Collateral Quality Test or Coverage 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 of any Responsible Officer of the first to occur of (A) Collateral Manager becoming aware of, or receiving notice from, the actual knowledge Borrower or the Facility Agent of such violation or breach by any Senior Authorized Officer of that, either individually or in the Collateral Manager and (B) the Collateral Manager’s receipt of notice of such violation aggregate, has or breach from the Borrower or any Agentcould reasonably be expected to have a Material Adverse Effect; (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 Facility 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 Responsible Officer of the Collateral Manager directly involved in the performance by the Collateral Manager of its duties under this Agreement and (B) the Collateral Manager’s receipt of notice of such failure from the Borrower or any the Facility Agent; (iv) the occurrence of an Insolvency Event of Bankruptcywith respect to the Collateral Manager; (i1) the occurrence of an act one or more acts (including any failure(s) to act) by the Collateral Manager or any of its executive officers or managers that constitutes fraud or (as determined in an adjudication by a criminal offense court of competent jurisdiction) in the performance of its its, his or her obligations under this Agreement or any other Loan Facility Document applicable to it or in the performance of investment advisory services comparable to those contemplated to be provided by the Collateral Manager under this Agreement and any other Facility Document; or (as determined pursuant to a final adjudication by a court of competent jurisdiction), (ii2) the Collateral Manager being indicted for a criminal offense related to the commercial lending or asset management business of the Collateral Manager, or (iii) any officer, director or manager of any executive officer of the Collateral Manager having responsibility for the management or administration of the Collateral or the performance by the Collateral Manager of its obligations under this Agreement or any other Loan Document being is indicted for a criminal offense materially related to the business performance of its, his or her obligations under this Agreement or any other Facility Document or in the performance of investment advisory services comparable to those contemplated to be provided by the Collateral Manager in this Agreement and the other Facility Documents; or (3) the occurrence of one or more acts (including any failure(s) to act) by any Investment Adviser Affiliate or any executive officer thereof or any employee thereof who acts as an executive officer of the Collateral Manager that constitutes fraud (as determined in an adjudication by a court of competent jurisdiction) in the performance of investment advisory services comparable to those contemplated to be provided by the Collateral Manager under this Agreement and the other Facility Documents and such officerevent would reasonably be expected to have a Material Adverse Effect; or (4) any Investment Adviser Affiliate, director or manager has not been removed from having any executive officer thereof is indicted for a criminal offense materially related to the performance of investment advisory services comparable to those contemplated to be provided by the Collateral Manager in this Agreement and the other Facility Documents and such responsibility within ten days of such indictmentevent would reasonably be expected to have a Material Adverse Effect; (vi) the occurrence of any other Event of Default under the Credit Agreement that consists of a default in the payment of principal of or interest or commitment fees on the Notes when due and payable and results directly from any breach by the Collateral Manager of its duties under this Agreement or any other Loan Facility Document applicable to it; (vii) the Borrower or the pool of Collateral has become required to be registered as an investment company under the provisions of the Investment Company Act, as a result of a material breach by the Collateral Manager in violation of this Agreement; (viii) an assignment any violation or breach by WhiteHorse Finance of any provision of the Collateral Manager in violation Retention of Section 15; orNet Economic Interest Letter; (ix) the occurrence of a Change in Control; (x) an Event EOD OC Ratio Failure for more than 3 consecutive Business Days; (xi) the occurrence of Default under Section 6.1(h) a Material Adverse Effect or Section 6.1(m) any event that has, or could be reasonably expected to have, a material adverse effect on the business, assets, financial condition or operations of the Credit AgreementCollateral Manager; or (xii) the inability of the Collateral Manager to perform its obligations under this Agreement or any of the other Facility Documents due to the termination of any investment advisory agreement, staffing agreement or other services agreement with any Investment Adviser Affiliate. (b) If any event listed in Section 13(a) occurs, the Collateral Manager shall give prompt written notice thereof (and in all cases within five (5) Business Days) to the Borrower, and on and after the Warehouse Closing Date, the Administrative Facility Agent and the Collateral Agent DBRS upon a Senior Authorized Responsible Officer of the Collateral Manager’s becoming aware of the occurrence of such event. (c) If the Collateral Manager is removed for Cause, the Borrower may choose (subject to the right of the Majority Lenders to terminate the Reinvestment Period or to accelerate the Loans and/or terminate the Commitments in accordance with the terms of the Credit Agreement), upon written notice to the Administrative Agent and the Collateral Agent if such removal is on or after the Warehouse Closing Date, to appoint a successor collateral manager in accordance with the Appointment Procedures, so long as the requirements set forth in Section 12(e) with respect to the appointment of a successor collateral manager are satisfied.

Removal for Cause. (a) This Agreement may be terminated and the The Collateral Manager may be removed, without payment to the Collateral Manager of any penalty, removed for Cause upon thirty (30) days’ prior written notice to the Collateral Manager and DBRS by the Borrower or, on and after the Warehouse Closing Date, the Administrative Agent acting Issuer (“Termination Notice”) at the direction of a Majority of the Majority Lenders. For purposes of determining “Cause” Controlling Class, provided that, Collateral Manager Debt will have no voting rights with respect to any vote on the removal of the Collateral Manager for Cause. Simultaneous with its direction to the Issuer to remove the Collateral Manager for Cause, the Controlling Class shall provide to the Issuer a written statement setting forth the reason for such termination removal (“Statement of Cause”). The Issuer shall deliver to the Trustee (who shall deliver a copy of such notice to the Holders) and the Loan Agent a copy of the Termination Notice and the Statement of Cause within one Business Day 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, such term will mean ’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 one of the following events: following: (i) willful violation or willful breach by the Collateral Manager of shall willfully and intentionally violate or breach any material provision of this Agreement or any other Loan Document the Indenture applicable to it (not including a willful and intentional breach that results from a good faith dispute regarding reasonable alternative courses of action or reasonable 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 ), the Collateral Manager shall breach in any material respect any provision of this Agreement or any terms of the Indenture applicable to it (it being understood that failure to meet any Eligibility CriteriaConcentration Limitation, Collateral Quality Test or Coverage Test is not a breach for purposes of this clause (ii)), that has or could which breach would reasonably be expected to have a Material Adverse Effect on the Issuer and shall not cure such breach (if such violation or breach is not cured by the Collateral Manager capable of being cured) within thirty forty-five (3045) days after the first to occur of (A) the actual knowledge of such violation or breach by any Senior Authorized a Responsible Officer of the Collateral Manager and (B) the Collateral Manager’s receipt of receiving written notice of such violation or breach from the Borrower or any Agent; (iii) the failure of any representationbreach, 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 madeunless, if such failure could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the Collateral and no correction breach 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 to it (as determined pursuant to a final adjudication by a court of competent jurisdiction), (ii) the Collateral Manager being indicted for a criminal offense related to the commercial lending or asset management business of the Collateral Manager, or (iii) any officer, director or manager of any of the Collateral Manager having responsibility for the management or administration of the Collateral or the performance by the Collateral Manager of its obligations under this Agreement or any other Loan Document being indicted for a criminal offense materially related to the business of the Collateral Manager and such officer, director or manager has not been removed from having such responsibility within ten days of such indictment; (vi) the occurrence of any other Event of Default under the Credit Agreement that results directly from any breach by the Collateral Manager of its duties under this Agreement or any other Loan Document applicable to it; (vii) the Borrower or the pool of Collateral has become required to be registered as an investment company under the provisions of the Investment Company Act, as a result of a material breach by the Collateral Manager in violation of this Agreement; (viii) an assignment by the Collateral Manager in violation of Section 15; or (ix) the occurrence of an Event of Default under Section 6.1(h) or Section 6.1(m) of the Credit Agreement. (b) If any event listed in Section 13(a) occursremediable, the Collateral Manager shall give prompt written notice thereof (and in all cases within five (5) Business Days) to the Borrower, and on and after the Warehouse Closing Date, the Administrative Agent and the Collateral Agent upon a Senior Authorized Officer of the Collateral Manager’s becoming aware of the occurrence of such event. (c) If has taken action that the Collateral Manager is removed for Causebelieves in good faith will remedy such failure, the Borrower may choose and such action does remedy such failure, within ninety (subject to the right of the Majority Lenders to terminate the Reinvestment Period or to accelerate the Loans and/or terminate the Commitments in accordance with the terms of the Credit Agreement), upon 90) days after a Responsible Officer receives written notice to the Administrative Agent and the Collateral Agent if such removal is on or after the Warehouse Closing Date, to appoint a successor collateral manager in accordance with the Appointment Procedures, so long as the requirements set forth in Section 12(e) with respect to the appointment of a successor collateral manager are satisfied.thereof;

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, Removal for Cause upon shall mean the termination of your duties as President, Chief Executive Officer and, if you are then serving in such capacity, Chairman of the Board, effected by the Board of Directors of the Company (after a Board of Directors meeting for which you had at least ten (10) days prior written notice and at which you had the opportunity to the Collateral Manager and DBRS have counsel present to represent you in connection with issues concerning your removal for cause) by the Borrower or, on and after the Warehouse Closing Date, the Administrative Agent acting at the direction reason of any one or more of the Majority Lenders. For purposes of determining “Cause” with respect to any such termination of following, which individually or in 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 Coverage Test is not a breach for purposes of this clause (ii)), that aggregate 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 aggregate business or affairs of the Company and no correction is made any Related Entity: (i) your gross neglect of your duties, your willful and continuing refusal to perform your duties (other than, in any such case, because of a reasonably documented mental or physical illness), your refusal to obey any lawful order of the Board of Directors, or any material breach by you of any provision of paragraphs 11 or 12 of this Agreement, which, in any of the foregoing events, continues for a period of more than 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 following your receipt of written notice of such failure from the Borrower Board of Directors that describes such breach or any Agentother event; (ivii) your willful misconduct with respect to the occurrence business or affairs of an Event the Company or of Bankruptcyany Related Entity; (iiii) your conviction of, or your plea of nolo contendere to, a misdemeanor involving embezzlement or fraud or other offense involving money or other property of the occurrence Company (other than a good faith dispute over expense account items), any criminal violation of an act by the Collateral Manager Securities Act of 1933 or the Securities Exchange Act of 1934, or any felony, provided your rights of its officers appeal with respect to such matter have either lapsed or managers that constitutes fraud or a criminal offense in the performance of its obligations under this Agreement or any other Loan Document applicable to it (as determined pursuant to a final adjudication by a court of competent jurisdiction), (ii) the Collateral Manager being indicted for a criminal offense related to the commercial lending or asset management business of the Collateral Manager, or (iii) any officer, director or manager of any of the Collateral Manager having responsibility for the management or administration of the Collateral or the performance by the Collateral Manager of its obligations under this Agreement or any other Loan Document being indicted for a criminal offense materially related to the business of the Collateral Manager and such officer, director or manager has not been removed from having such responsibility within ten days of such indictmentexercised; (vi) the occurrence of any other Event of Default under the Credit Agreement that results directly from any breach by the Collateral Manager of its duties under this Agreement or any other Loan Document applicable to it; (vii) the Borrower or the pool of Collateral has become required to be registered as an investment company under the provisions of the Investment Company Act, as a result of a material breach by the Collateral Manager in violation of this Agreement; (viii) an assignment by the Collateral Manager in violation of Section 15; or (ix) the occurrence of an Event of Default under Section 6.1(h) or Section 6.1(m) of the Credit Agreement. (b) If any event listed in Section 13(a) occurs, the Collateral Manager shall give prompt written notice thereof (and in all cases within five (5) Business Days) to the Borrower, and on and after the Warehouse Closing Date, the Administrative Agent and the Collateral Agent upon a Senior Authorized Officer of the Collateral Manager’s becoming aware of the occurrence of such event. (c) If the Collateral Manager is removed Upon your Removal for Cause, the Borrower may choose (subject Company will only be required to pay you any unpaid Base Salary earned by you pursuant to paragraph 3 for services rendered through the right date of such removal, any bonus which has been declared but is unpaid as of the Majority Lenders to terminate the Reinvestment Period or to accelerate the Loans and/or terminate the Commitments date of such removal and, in accordance with the terms of the Credit Agreement)any plan, upon written notice any deferred compensation. In addition, you will be entitled to the Administrative Agent your Entitlements as calculated and the Collateral Agent if such removal is on or after the Warehouse Closing Date, to appoint a successor collateral manager paid in accordance with paragraph 5(b) above. In such case, no amounts will be payable to you under paragraph 8 of this Agreement for any reason whatsoever. (c) In the Appointment Proceduresevent of your voluntary termination in accordance with paragraph 4(e), so long you shall receive the same amounts as if you were Removed for Cause plus the requirements Stock Option Treatment (as set forth in Section 12(e) with respect to the appointment of a successor collateral manager are satisfiedparagraph 8(g)).

Removal for Cause. (a) This Agreement may be terminated and the Collateral The Asset Manager may be removed, without payment to the Collateral Manager of any penalty, removed for Cause upon prior written notice to the Collateral Manager and DBRS by the Borrower orcause, on and the 20th day after the Warehouse Closing Datedate on which the Issuer or the Trustee, the Administrative Agent acting at the direction of a Supermajority of each Class of Notes (voting separately), delivers written notice, setting forth the Majority Lenderscause 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 “Causecause” with respect to any such termination removal of the Collateral Asset Manager, such term will shall mean any one of the following events: (ia) willful violation or willful breach by the Collateral Asset Manager of willfully and intentionally breaches any material provision of this Agreement or any other Loan Document the Indenture applicable to it (not including a willful and intentional breach that results from a good faith dispute regarding a reasonable alternative courses of action or interpretation of instructionsthis Agreement or the Indenture which is not inconsistent with the standard of care set forth in Section 2(a) hereof); (iib) violation or breach by the Collateral Asset Manager of breaches any material provision of this Agreement or any other Loan Document term of the Indenture applicable to it (other than as covered by clause (ia) and it being understood that failure to meet any Eligibility CriteriaCoverage Tests, Portfolio Criteria or Collateral Quality Test or Coverage Test Tests is not a breach for purposes of under this clause subclause (iib)), that which breach has had or could reasonably be expected to have a Material Adverse Effect 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 violation or breach is not cured by capable of cure within 30 days, the Collateral Asset Manager fails to cure such breach within thirty (30) days after the first to occur of (A) the actual knowledge of period in which a reasonably diligent Person could cure 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 Agentbut in no event longer than 120 days; (iiic) the failure of any representation, warranty, or certification or statement made or delivered by the Collateral Asset Manager in or pursuant to this Agreement or any other Loan Document applicable to it to be correct in any material respect when made, if such made which failure has had or 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 Holders of the Collateral Manager and (B) the Collateral Manager’s receipt Rated Notes and, if capable of being cured, is not cured within 30 days of its becoming aware of, or its receiving notice of such failure from the Borrower or any AgentTrustee 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; (ivd) the occurrence and continuation of an Event of BankruptcyDefault under the Indenture that primarily results from any breach by the Asset Manager of its duties hereunder or under any provision of the Indenture applicable to it which breach or default is not cured within any applicable cure period; (i) the occurrence of an act by the Collateral Asset Manager or any of its officers or managers that constitutes fraud or a criminal offense activity in the performance of its obligations under this Agreement or any other Loan Document applicable to it (as determined pursuant to a final adjudication by a court of competent jurisdiction), jurisdiction or (ii) the Collateral Asset Manager being indicted for a criminal offense related to the commercial lending or asset management business of the Collateral Manager, or (iii) any officer, director or manager of any of its investment professionals holding the Collateral Manager having responsibility title “managing director” that are primarily responsible for the management or administration of the Collateral or the performance by the Collateral Asset Manager of its obligations under this Agreement or any other Loan Document being is indicted for a criminal offense materially related to the primary business of the Collateral Asset Manager and and, in the case of a managing director, such officer, managing director or manager has not been removed from having such continues to have primary responsibility within ten days for the performance of such indictment; (vi) the occurrence of any other Event of Default under the Credit Agreement that results directly from any breach by the Collateral Manager of its Asset Manager’s duties under this Agreement or any other Loan Document applicable to it;for a period of 30 days after such indictment; and (viif) the Borrower Asset Manager is wound up or dissolved or there is appointed over it or a substantial portion of its assets a receiver, administrator, administrative receiver, trustee or similar officer; or the pool of Collateral has become required Asset Manager (i) ceases to be registered able to, or admits in writing its inability to, pay its debts as an investment company under they become due and payable, or makes a general assignment for the provisions benefit of, or enters into any composition or arrangement with, its creditors generally; (ii) applies for or consents (by admission of the Investment Company Act, as a result material allegations of a material breach by petition or otherwise) to the Collateral Manager in violation appointment of this Agreement; a receiver, trustee, assignee, custodian, liquidator or sequestrator (viii) an assignment by the Collateral Manager in violation of Section 15; or (ix) the occurrence of an Event of Default under Section 6.1(h) or Section 6.1(mother similar official) of the Credit Agreement. Asset Manager or of any substantial part of its properties or assets, or authorizes such an application or consent, or proceedings seeking such appointment are commenced without its authorization or consent against the Asset Manager and continue undismissed for 60 days; (biii) authorizes or files a voluntary petition in bankruptcy, or applies for or consents (by admission of material allegations of a petition or otherwise) to the application of any bankruptcy, reorganization, arrangement, readjustment of debt, insolvency or dissolution, or authorizes such application or consent, or proceedings to such end are instituted against the Asset Manager without such authorization, application or consent and are approved as properly instituted and remain undismissed for 60 days or result in adjudication of bankruptcy or insolvency; or (iv) permits or suffers all or any substantial part of its properties or assets to be sequestered or attached by court order and the order remains undismissed for 60 days. If any event listed of the events specified in this Section 13(a) occurs15 shall occur, the Collateral Asset Manager shall give prompt written notice thereof (and in all cases within five (5) Business Days) to the Borrower, and on and after the Warehouse Closing Date, the Administrative Agent Issuer and the Collateral Agent Trustee upon a Senior Authorized Officer of the Collateral Asset Manager’s becoming aware of the occurrence of such event. (c) If the Collateral Manager is removed for Cause, the Borrower may choose (subject to the right of the Majority Lenders to terminate the Reinvestment Period or to accelerate the Loans and/or terminate the Commitments in accordance with the terms of the Credit Agreement), upon written notice to the Administrative Agent and the Collateral Agent if such removal is on or after the Warehouse Closing Date, to appoint a successor collateral manager in accordance with the Appointment Procedures, so long as the requirements set forth in Section 12(e) with respect to the appointment of a successor collateral manager are satisfied.

Removal for Cause. (ai) This Agreement may be terminated and the Collateral Manager may be removed, without payment Subject to the Collateral Manager cure provisions of any penaltythis Section 7.7, TRT shall have the right to remove DDR as the Managing Partner for Cause upon prior “cause” (as defined below) by delivering to DDR a written notice of removal and stating in reasonable detail the grounds for removal (a “Removal Notice”); provided, however, that unless DDR acknowledges in writing that cause for removal exists, any such removal shall be effective only upon the issuance of a written determination by a mediator reasonably acceptable to DDR and TRT (the Collateral Manager and DBRS by the Borrower or, on and after the Warehouse Closing Date, the Administrative Agent acting at the direction of the Majority Lenders“Mediator”) that “cause” exists. For purposes of determining this Agreement, “Causecause” shall mean (1) the breach by DDR of any material provision of this Agreement (including, without limitation, the failure of DDR to make any required Capital Contribution, other than in respect of Preservation Costs), (2) fraud by DDR with respect to any matter relating to the Partnership, (3) gross negligence by DDR in the performance of its duties as Managing Partner under this Agreement, (4) willful misconduct by DDR in the performance of its duties as Managing Partner under this Agreement, (5) DDR becomes a Bankrupt Partner, (6) DDR (or any Related Party) is terminated as a result of a “Property Manager Event of Default” (as such termination term in defined in the Management and Leasing Agreement) as Property Manager under the Management and Leasing Agreement, (7) DDR (or any Related Party) is terminated for “cause” as Asset Manager under the Asset Management Agreement, (8) the breach by DDR Parent of any material provision of the Collateral Manager, such term will mean Master Lease or (9) the breach by DDR Parent or any one of the following events: (i) willful violation or willful breach by other “Contributors” under the Collateral Manager Contribution and Sale Agreement of any material provision of this the Contribution and Sale Agreement. Notwithstanding the foregoing, the parties acknowledge and agree that a breach of a representation or warranty by any Contributor under the Contribution and Sale Agreement or any other Loan Document applicable to it (shall not including be considered a willful and intentional breach that results from of a good faith dispute regarding reasonable alternative courses of action or interpretation of instructions); (ii) violation or breach by the Collateral Manager of any material provision of this the Contribution and Sale 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 Coverage Test is not a breach for purposes of this clause Section 7.7(a)(i). (ii)), that has or could reasonably be expected ) If the Partners are unable to have agree on a Material Adverse Effect if such violation or breach is not cured by the Collateral Manager mediator within thirty (30) days of the date that DDR received the Removal Notice, then within ten (10) days thereafter the Partners shall each select a reputable qualified mediator located in New York, New York. If either of the Partners shall fail to designate a mediator within said ten (10) day period and thereafter shall fail to do so within three (3) days after written notice by the other Partner requesting such designation, then notwithstanding the following provisions of this Section 7.7, the mediator that has been selected shall be deemed approved. The two mediators selected shall select a third mediator having an office in New York, New York, and the third mediator so selected shall be deemed approved by the Partners. If the first two mediators shall fail to occur agree upon the designation of (A) a third mediator, then 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 approved mediator shall be appointed by the Collateral Manager American Arbitration Association in or pursuant the City of New York, New York. The Partners agree to this Agreement or any other Loan Document applicable submit their written arguments (the “Written Arguments”) to it the Mediator within ten (10) Business Days following the acceptance by the Mediator of its appointment hereunder and to be correct when made, if such failure could reasonably be expected cause the Mediator to have a Material Adverse Effect or a material adverse effect render its written determination (based solely on the Collateral and Written Arguments) of whether cause exists no correction is made for a period of later than thirty (30) days after the first to occur of (A) the actual knowledge of such failure by any Senior Authorized Officer following submission of the Collateral Manager Written Arguments. The written determination of the Mediator shall only be effective for purposes of establishing the effective date of DDR’s removal, but shall not be final or binding on the parties for the purpose of determining whether cause actually exists and (B) the Collateral Manager’s receipt either party may seek a judicial determination of notice that issue. If it is ultimately determined by a final, non-appealable order 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 to it (as determined pursuant to a final adjudication by a court of competent jurisdictionjurisdiction that cause did not exist, (i) DDR shall be entitled to be reinstated as Managing Partner and shall be paid an amount equal to the Asset Management Fees otherwise payable for the period of time beginning with DDR’s removal and ending with its reinstatement as Managing Partner), (ii) any deferred Asset Management Fees will be reinstated and thereafter paid in accordance with Section 3.5 and the Collateral Manager being indicted for a criminal offense related to the commercial lending or asset management business of the Collateral ManagerAsset Management Agreement, or (iii) any officerDDR’s Promote Interest shall be reinstated, director or manager retroactive to the date of any of removal, (iv) all agreements between the Collateral Manager having responsibility for the management or administration of the Collateral or the performance by the Collateral Manager of its obligations under this Agreement Partnership or any other Loan Document being indicted for a criminal offense materially related Subsidiary and DDR or any Related Party of DDR that were terminated shall be reinstated, (v) DDR’s right to appoint members to the business of the Collateral Manager and such officerEC Committee shall be reinstated, director or manager has not been removed from having such responsibility within ten days of such indictment; (vi) DDR’s appointees to the occurrence of any other Event of Default under the Credit Agreement that results directly from any breach by the Collateral Manager of its duties under this Agreement or any other Loan Document applicable to it; EC Committee shall be reinstated, (vii) the Borrower or the pool of Collateral has become required Partnership shall pay to be registered as an investment company DDR all fees payable under the provisions Management and Leasing Agreement for the period of the Investment Company Act, time beginning with DDR’s removal and ending with its reinstatement as a result of a material breach by the Collateral Property Manager in violation of this Agreement; and (viii) an assignment by TRT shall no longer have the Collateral Manager in violation of Section 15; or right to invoke the Marketing Right pursuant to subclause (ix) the occurrence of an Event of Default under Section 6.1(h) or Section 6.1(mF) of the Credit Agreement. clause (biv) If any event listed in Section 13(a) occursbelow, the Collateral Manager but TRT shall give prompt written notice thereof (and in all cases within five (5) Business Days) to the Borrower, and on and after the Warehouse Closing Date, the Administrative Agent and the Collateral Agent upon a Senior Authorized Officer of the Collateral Manager’s becoming aware of the occurrence of such event. (c) If the Collateral Manager is removed for Cause, the Borrower may choose (subject to have the right to continue marketing and may cause the Partnership or a Subsidiary to sell any Property for which it had invoked the Marketing Right pursuant to subclause (F) of clause (iv) below and was actively marketing prior to DDR’s reinstatement (DDR acknowledges that the Majority Lenders foregoing shall not prohibit TRT from invoking the Marketing Right pursuant to terminate the Reinvestment Period or Section 3.10 at any time TRT would otherwise have had such right pursuant to accelerate the Loans and/or terminate the Commitments in accordance with the terms of the Credit AgreementSection 3.10), upon written notice to the Administrative Agent and the Collateral Agent if such removal is on or after the Warehouse Closing Date, to appoint a successor collateral manager in accordance with the Appointment Procedures, so long as the requirements set forth in Section 12(e) with respect to the appointment of a successor collateral manager are satisfied.

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, Removal for Cause upon shall mean the termination of your duties as President, Chief Executive Officer and, if you are then serving in such capacity, Chairman of the Board, effected by the Board of Directors of the Company (after a Board of Directors meeting for which you had at least ten (10) days prior written notice and at which you had the opportunity to the Collateral Manager and DBRS have counsel present to represent you in connection with issues concerning your removal for cause) by the Borrower or, on and after the Warehouse Closing Date, the Administrative Agent acting at the direction reason of any one or more of the Majority Lenders. For purposes of determining “Cause” with respect to any such termination of following, which individually or in 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 Coverage Test is not a breach for purposes of this clause (ii)), that aggregate 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 aggregate business or affairs of the Company and no correction is made any Related Entity: (i) your gross neglect of your duties, your willful and continuing refusal to perform your duties (other than, in any such case, because of a reasonably documented mental or physical illness), your refusal to obey any lawful order of the Board of Directors, or any material breach by you of any provision of paragraphs 11 or 12 of this Agreement, which, in any of the foregoing events, continues for a period of more than 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 following your receipt of written notice of such failure from the Borrower Board of Directors that describes such breach or any Agent;other event (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 to it (as determined pursuant to a final adjudication by a court of competent jurisdiction), (ii) the Collateral Manager being indicted for a criminal offense related your willful misconduct with respect to the commercial lending business or asset management business affairs of the Collateral Manager, Company or of any Related Entity (iii) any officeryour conviction of, director or manager your plea of any nolo contendere to, a misdemeanor involving embezzlement or fraud or other offense involving money or other property of the Collateral Manager having responsibility for the management or administration Company (other than a good faith dispute over expense account items), any criminal violation of the Collateral Securities Act of 1933 or the performance by the Collateral Manager Securities Exchange Act of its obligations under this Agreement 1934, or any other Loan Document being indicted for a criminal offense materially related felony, provided your rights of appeal with respect to the business of the Collateral Manager and such officer, director matter have either lapsed or manager has not been removed from having such responsibility within ten days of such indictment; (vi) the occurrence of any other Event of Default under the Credit Agreement that results directly from any breach by the Collateral Manager of its duties under this Agreement or any other Loan Document applicable to it; (vii) the Borrower or the pool of Collateral has become required to be registered as an investment company under the provisions of the Investment Company Act, as a result of a material breach by the Collateral Manager in violation of this Agreement; (viii) an assignment by the Collateral Manager in violation of Section 15; or (ix) the occurrence of an Event of Default under Section 6.1(h) or Section 6.1(m) of the Credit Agreement.exercised (b) If Upon your Removal for Cause, you will be entitled to your Entitlements as calculated and paid in accordance with paragraph 5(c) above. In such case, no amounts will be payable to you under paragraph 8 of this Agreement for any event listed in Section 13(a) occurs, the Collateral Manager shall give prompt written notice thereof (and in all cases within five (5) Business Days) to the Borrower, and on and after the Warehouse Closing Date, the Administrative Agent and the Collateral Agent upon a Senior Authorized Officer of the Collateral Manager’s becoming aware of the occurrence of such eventreason whatsoever. (c) If In the Collateral Manager is removed for Cause, the Borrower may choose (subject to the right event of the Majority Lenders to terminate the Reinvestment Period or to accelerate the Loans and/or terminate the Commitments your voluntary termination in accordance with the terms of the Credit Agreementparagraph 4(e), upon written notice to you shall receive the Administrative Agent and same amounts as if you were Removed for Cause plus the Collateral Agent if such removal is on or after the Warehouse Closing Date, to appoint a successor collateral manager in accordance with the Appointment Procedures, so long Stock Option Treatment (as the requirements set forth in Section 12(e) with respect to the appointment of a successor collateral manager are satisfiedparagraph 8(f)).

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 and DBRS 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 Coverage 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 to it (as determined pursuant to a final adjudication by a court of competent jurisdiction), (ii) the Collateral Manager being indicted for a criminal offense related to the commercial lending or asset management business of the Collateral Manager, or (iii) any officer, director or manager of any of the Collateral Manager having responsibility for the management or administration of the Collateral or the performance by the Collateral Manager of its obligations under this Agreement or any other Loan Document being indicted for a criminal offense materially related to the business of the Collateral Manager and such officer, director or manager has not been removed from having such responsibility within ten days of such indictment; (vi) the occurrence of any other Event of Default under the Credit Agreement that results directly from any breach by the Collateral Manager of its duties under this Agreement or any other Loan Document applicable to it; (vii) the Borrower or the pool of Collateral has become required to be registered as an investment company under the provisions of the Investment Company Act, as a result of a material breach by the Collateral Manager in violation of this Agreement; (viii) an assignment by the Collateral Manager in violation of Section 15; or (ix) the occurrence of an Event of Default under Section 6.1(h) or Section 6.1(m) of the Credit Agreement. (b) If any event listed in Section 13(a) occurs, the Collateral Manager shall give prompt written notice thereof (and in all cases within five (5) Business Days) to the Borrower, and on and after the Warehouse Closing Date, the Administrative Agent and the Collateral Agent upon a Senior Authorized Officer of the Collateral Manager’s becoming aware of the occurrence of such event. (c) If the Collateral Manager is removed for Cause, the Borrower may choose (subject to the right of the Majority of the Lenders to terminate the Reinvestment Revolving Period or to accelerate the Loans and/or terminate the Commitments in accordance with the terms of the Credit Agreement), upon written notice to the Administrative Agent and the Collateral Agent if such removal is on or after the Warehouse Closing Date, to appoint a successor collateral manager in accordance with the Appointment Procedures, so long as the requirements set forth in Section 12(e) with respect to the appointment of a successor collateral manager are satisfied.