Removal As a Result of a Default Sample Clauses

Removal As a Result of a Default. In the event of a Default by the Manager, the Qualifying Members (by unanimous vote, excluding any Member that is the Manager or that is an Affiliate of the Manager) shall have the right to remove such Manager as Manager by delivering written notice (the “Default Notice”) to such Manager at any time within thirty (30) days after obtaining actual knowledge of such Default, but only so long as (i) such Manager and its Affiliates are released on or prior to the effective date of removal from any and all personal or recourse liability with respect to all Company and Subsidiary financings and other obligations, and (ii) such removal does not result in a default or breach under any Company or Subsidiary financing documentation. Each Default Notice shall specify in reasonable detail the event of Default and the effective date of removal of the Manager as Manager which effective date may not be earlier than ten (10) days after the date of the Default Notice. Upon the effective date of removal of a Person as Manager, such Person shall automatically be removed as the Manager and shall be replaced in that capacity by a Person elected by the Qualifying Members by unanimous vote (excluding any Member that is the Manager subject to removal or that is an Affiliate of the Manager subject to removal). Notwithstanding the foregoing or any other provision herein to the contrary, if the Manager subject to removal contests the validity of its removal as Manager through expedited arbitration in accordance with Section 12.03 hereof (which such Manager shall be entitled to do), then such Manager shall not be removed as Manager until the conclusion of such arbitration, and only then if such arbitration validates the removal of such Person as Manager.
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Related to Removal As a Result of a Default

  • Notice of Default or Event of Default Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders and, except with respect to Events of Default of which Agent has actual knowledge, unless Agent shall have received written notice from a Lender or Borrowers referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.” Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.4, Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9; provided, that unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

  • Notice of Event of Default If the Mortgagee shall have Actual Knowledge of an Event of Default or of a Default arising from a failure to pay Rent, the Mortgagee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, and each Note Holder. Subject to the terms of Sections 2.13, 4.03, 4.04, 4.08, 5.02 and 5.03 hereof, the Mortgagee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.03, if the Mortgagee shall not have received instructions as above provided within 20 days after mailing notice of such Event of Default to the Note Holders, the Mortgagee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to such Event of Default or Default as it shall determine advisable in the best interests of the Note Holders; PROVIDED, HOWEVER, that the Mortgagee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note Holders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgagee, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Holders.

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