Common use of Removal for Cause Clause in Contracts

Removal for Cause. (i) Subject to the cure provisions of this Section 7.7, TRT shall have the right to remove DDR as the Managing Partner for "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 "Mediator") that "cause" exists. For purposes of 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 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 Master Lease or (9) the breach by DDR Parent or any of the other "Contributors" under the Contribution and Sale Agreement of any material provision of 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 shall not be considered a breach of a material provision of the Contribution and Sale Agreement for purposes of this Section 7.7(a)(i). (ii) If the Partners are unable to agree on a 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 agree upon the designation of a third mediator, then the approved mediator shall be appointed by the American Arbitration Association in the City of New York, New York. The Partners agree to submit their written arguments (the "Written Arguments") to the Mediator within ten (10) Business Days following the acceptance by the Mediator of its appointment hereunder and to cause the Mediator to render its written determination (based solely on the Written Arguments) of whether cause exists no later than thirty (30) days following submission of the 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 either party may seek a judicial determination of that issue. If it is ultimately determined by a final, non-appealable order of a court of competent jurisdiction 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 Asset Management Agreement, (iii) DDR's Promote Interest shall be reinstated, retroactive to the date of removal, (iv) all agreements between the Partnership or any Subsidiary and DDR or any Related Party of DDR that were terminated shall be reinstated, (v) DDR's right to appoint members to the EC Committee shall be reinstated, (vi) DDR's appointees to the EC Committee shall be reinstated, (vii) the Partnership shall pay to DDR all fees payable under the Management and Leasing Agreement for the period of time beginning with DDR's removal and ending with its reinstatement as Property Manager and (viii) TRT shall no longer have the right to invoke the Marketing Right pursuant to subclause (F) of clause (iv) below, but TRT shall 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 foregoing shall not prohibit TRT from invoking the Marketing Right pursuant to Section 3.10 at any time TRT would otherwise have had such right pursuant to Section 3.10).

Removal for Cause. The General Partner may be removed as the General Partner of the Partnership by vote of Limited Partners holding at least two-thirds (i2/3) Subject of the total Subscriptions if there is a final, non-appealable determination by an arbitrator or court of competent jurisdiction that the General Partner has committed any action relating to the cure performance of the General Partner’s duties under this Agreement that constitutes gross negligence, fraud or willful misconduct that has had or will have a material adverse effect on the 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 7.711.1.2 and the other applicable provisions of this Agreement, TRT shall have the right to remove DDR General Partner may be removed as the Managing General Partner for "cause" 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 (as defined below50%) by delivering to DDR a written notice of removal and stating in reasonable detail the grounds for removal (a "Removal Notice")total Subscriptions; provided, however, that unless DDR acknowledges (a) if the Key Principals and/or any other Affiliates of the initial General Partner are signatories to any guaranties and/or indemnities in writing that cause for connection with the Initial Financing and/or any other applicable financing, then such removal existsshall 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 event shall any such removal be effective only upon permitted or effected unless the issuance of a written determination by a mediator reasonably acceptable to DDR and TRT (the "Mediator") that "cause" exists. For purposes of this Agreement, "cause" shall mean (1) the breach by DDR same complies with all applicable provisions of any material provision of this Agreement applicable financing documents (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 documents evidencing 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 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 Master Lease or (9) the breach by DDR Parent or any of the other "Contributors" under the Contribution and Sale Agreement of any material provision of 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 shall not be considered a breach of a material provision of the Contribution and Sale Agreement for purposes of this Section 7.7(a)(iInitial Financing). (ii) If the Partners are unable to agree on a mediator within thirty (30) days of the date Any such removal without cause 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 complies with all applicable provisions of this Section 7.7, the mediator that has been selected 11.1.2 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 agree upon the designation of a third mediator, then the approved mediator shall be appointed by the American Arbitration Association in the City of New York, New York. The Partners agree to submit their written arguments (the "Written Arguments") to the Mediator within ten (10) Business Days following the acceptance by the Mediator of its appointment hereunder and to cause the Mediator to render its written determination (based solely on the Written Arguments) of whether cause exists no later than effective thirty (30) days following submission written notice to the General Partner and the Limited Partners and upon the effectiveness of such 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 such removal without cause of the Written Arguments. The written determination originally-named General Partner (that is, for avoidance of the Mediator shall only be effective for purposes of establishing the effective date of DDR's removaldoubt, but Trident 5400 FIB Management LLC), such removal shall not be final or binding on the parties for the purpose of determining whether cause actually exists and either party may seek a judicial determination of that issue. If it is ultimately determined by a final, non-appealable order of a court of competent jurisdiction that cause did not exist, (i) DDR shall be entitled affect any distributions payable to be reinstated as Managing Partner and shall be paid an amount equal to the Asset Trident 5400 FIB 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 Asset Management Agreement, (iii) DDR's Promote Interest shall be reinstated, retroactive to the date of removal, (iv) all agreements between the Partnership or any Subsidiary and DDR or any Related Party of DDR that were terminated shall be reinstated, (v) DDR's right to appoint members to the EC Committee shall be reinstated, (vi) DDR's appointees to the EC Committee shall be reinstated, (vii) the Partnership shall pay to DDR all fees payable under the Management and Leasing Agreement for the period of time beginning with DDR's removal and ending with its reinstatement as Property Manager and (viii) TRT shall no longer have the right to invoke the Marketing Right pursuant to subclause (F) of clause (iv) below, but TRT shall 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 foregoing shall not prohibit TRT from invoking the Marketing Right LLC pursuant to Section 3.10 at 7.2.2 (including, without limitation, any time TRT would otherwise have had such right liquidating distributions pursuant to Section 3.1010.2). Upon any removal of the General Partner the General Partner shall have no further obligations as the “General Partner” of the Partnership under this Agreement or otherwise.

Removal for Cause. (ia) Subject The Collateral Manager may be removed for Cause upon thirty (30) days’ prior written notice by the Issuer (“Termination Notice”) at the direction of a Majority of the 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 cure provisions of this Section 7.7, TRT shall have the right Issuer to remove DDR as the Managing Partner Collateral Manager for "cause" (as defined below) by delivering Cause, the Controlling Class shall provide to DDR the Issuer a written notice of removal and stating in reasonable detail statement setting forth the grounds reason for such removal (“Statement of Cause”). The Issuer shall deliver to the Trustee (who shall deliver a "Removal Notice"); provided, however, that unless DDR acknowledges in writing that cause for removal exists, any 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 only upon (A) until the issuance date as of which a written determination by a mediator reasonably acceptable successor collateral manager shall have been appointed in accordance with Sections 12(d) and (e) and delivered an Instrument of Acceptance to DDR the Issuer and TRT the removed Collateral Manager and the successor collateral manager has effectively assumed all of the Collateral Manager’s duties and obligations and (B) unless the "Mediator") that "cause" existsStatement of Cause has been delivered to the Issuer as set forth in this Section 14(a). For purposes “Cause” means any of this Agreement, "cause" shall mean the following: (1i) the Collateral Manager shall willfully and intentionally violate or breach by DDR of any material provision of this Agreement or the Indenture applicable to it (including, without limitationnot 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) other than as covered by clause (i), the failure Collateral Manager shall breach in any material respect any provision 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 (Agreement or any Related Party) is terminated as a result of a "Property Manager Event of Default" (as such 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 terms of the Master Lease Indenture applicable to it (it being understood that failure to meet any Concentration Limitation, Collateral Quality Test or (9) the breach by DDR Parent or any of the other "Contributors" under the Contribution and Sale Agreement of any material provision of the Contribution and Sale Agreement. Notwithstanding the foregoing, the parties acknowledge and agree that Coverage Test is not a breach of a representation or warranty by any Contributor under the Contribution and Sale Agreement shall not be considered a breach of a material provision of the Contribution and Sale Agreement for purposes of this Section 7.7(a)(i). clause (ii)), which breach would reasonably be expected to have a Material Adverse Effect on the Issuer and shall not cure such breach (if capable of being cured) If the Partners are unable to agree on a mediator within thirty forty-five (3045) 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 Responsible Officer of the Partners shall fail to designate a mediator Collateral Manager receiving written notice of such breach, unless, if such breach is remediable, the Collateral Manager has taken action that the Collateral Manager believes in good faith will remedy such failure, and such action does remedy such failure, within said ten ninety (10) day period and thereafter shall fail to do so within three (390) days after a Responsible Officer receives 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 agree upon the designation of a third mediator, then the approved mediator shall be appointed by the American Arbitration Association in the City of New York, New York. The Partners agree to submit their written arguments (the "Written Arguments") to the Mediator within ten (10) Business Days following the acceptance by the Mediator of its appointment hereunder and to cause the Mediator to render its written determination (based solely on the Written Arguments) of whether cause exists no later than thirty (30) days following submission of the 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 either party may seek a judicial determination of that issue. If it is ultimately determined by a final, non-appealable order of a court of competent jurisdiction 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 Asset Management Agreement, (iii) DDR's Promote Interest shall be reinstated, retroactive to the date of removal, (iv) all agreements between the Partnership or any Subsidiary and DDR or any Related Party of DDR that were terminated shall be reinstated, (v) DDR's right to appoint members to the EC Committee shall be reinstated, (vi) DDR's appointees to the EC Committee shall be reinstated, (vii) the Partnership shall pay to DDR all fees payable under the Management and Leasing Agreement for the period of time beginning with DDR's removal and ending with its reinstatement as Property Manager and (viii) TRT shall no longer have the right to invoke the Marketing Right pursuant to subclause (F) of clause (iv) below, but TRT shall 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 foregoing shall not prohibit TRT from invoking the Marketing Right pursuant to Section 3.10 at any time TRT would otherwise have had such right pursuant to Section 3.10).thereof;

Removal for Cause. (i) Subject Notwithstanding anything contained in this Agreement to the cure provisions of this Section 7.7contrary, TRT the Limited Partners shall have the right to remove DDR as and replace the Managing General Partner for "cause" upon the occurrence of any of the following events with respect to the Project or the Partnership (as defined belowa) by delivering 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 DDR a take action without further notice, and refrains from action until cure occurs; (b) written notice of removal and stating in reasonable detail intent to effect a foreclosure or other lender's action or of intent by such lender to exercise control over the grounds for removal (a "Removal Notice"); providedProject, however, that unless DDR the lender acknowledges in writing satisfactory progress, agrees not to take action without 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 cause for removal existsis 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 removal shall be effective only upon violation has expired, unless the issuance of a written determination by a mediator reasonably acceptable to DDR Partnership is contesting such violation in good faith and TRT (with all due diligence, as permitted under the "Mediator") that "cause" exists. For purposes of 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 applicable law and title to the Partnership, Project is not threatened; or (3e) gross negligence or willful misconduct by DDR in the performance of General Partner; or (f) material failure by the General Partner to comply with its duties as Managing Partner 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 (4g) willful misconduct by DDR 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 the performance of its duties above events being referred to herein 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 an "Property Manager Event of Default" (as such term in defined in "). Prior to removing and replacing 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 General Partner because of the Master Lease or (9) occurrence of an Event of Default, the breach by DDR Parent or any Limited Partners shall give such General Partner prior written notice setting forth the Event of Default providing the basis for removal. Any such removal will be effective as of the other "Contributors" under the Contribution and Sale Agreement date set forth in such notice; provided that, as regards Events of any material provision of the Contribution and Sale Agreement. Notwithstanding the foregoingDefault for which cure periods are provided above, the parties acknowledge and agree that a breach of a representation or warranty by any Contributor under the Contribution and Sale Agreement such removal shall not be considered a breach effective until expiration of a material provision such cure periods, without cure of the Contribution and Sale Agreement for purposes of this Section 7.7(a)(i)such default. (iiUpon such removal, each General Partner so removed may be replaced by one or more Substitute General Partner(s) If the Partners are unable to agree on a 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 agree upon the designation of a third mediator, then the approved mediator shall be appointed by the American Arbitration Association in the City of New York, New York. The Limited Partners agree to submit their written arguments (the "Written Arguments") to the Mediator within ten (10) Business Days following the acceptance by the Mediator of its appointment hereunder and to cause the Mediator to render its written determination (based solely on the Written Arguments) of whether cause exists no later than thirty (30) days following submission of the 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 either party may seek a judicial determination of that issue. If it is ultimately determined by a final, non-appealable order of a court of competent jurisdiction 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 Asset Management Agreement, (iii) DDR's Promote Interest shall be reinstated, retroactive to the date of removal, (iv) all agreements between the Partnership or any Subsidiary and DDR or any Related Party of DDR that were terminated shall be reinstated, (v) DDR's right to appoint members to the EC Committee shall be reinstated, (vi) DDR's appointees to the EC Committee shall be reinstated, (vii) the Partnership shall pay to DDR all fees payable under the Management and Leasing Agreement for the period of time beginning with DDR's removal and ending with its reinstatement as Property Manager and (viii) TRT shall no longer have the right to invoke the Marketing Right pursuant to subclause (F) of clause (iv) below, but TRT shall 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 foregoing shall not prohibit TRT from invoking the Marketing Right pursuant to Section 3.10 at 12.4 hereof. The foregoing notwithstanding the Limited Partners shall have no right to exercise such removal right unless and until the Event of Default is one having a material adverse effect on the tax credits or cause any time TRT would otherwise have had such right pursuant credit recapture to Section 3.10)the detriment of the Limited Partners.

Removal for Cause. (i) Subject to the cure provisions of this Section 7.7, TRT shall have the right to remove DDR as the Managing Partner for "“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 "“Mediator"”) that "“cause" ” exists. For purposes of 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 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 Master Lease or (9) the breach by DDR Parent or any of the other "“Contributors" ” under the Contribution and Sale Agreement of any material provision of 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 shall not be considered a breach of a material provision of the Contribution and Sale Agreement for purposes of this Section 7.7(a)(i). (ii) If the Partners are unable to agree on a 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 agree upon the designation of a third mediator, then the approved mediator shall be appointed by the American Arbitration Association in the City of New York, New York. The Partners agree to submit their written arguments (the "“Written Arguments"”) to the Mediator within ten (10) Business Days following the acceptance by the Mediator of its appointment hereunder and to cause the Mediator to render its written determination (based solely on the Written Arguments) of whether cause exists no later than thirty (30) days following submission of the Written Arguments. The written determination of the Mediator shall only be effective for purposes of establishing the effective date of DDR's ’s removal, but shall not be final or binding on the parties for the purpose of determining whether cause actually exists and either party may seek a judicial determination of that issue. If it is ultimately determined by a final, non-appealable order of a court of competent jurisdiction 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 ’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 Asset Management Agreement, (iii) DDR's ’s Promote Interest shall be reinstated, retroactive to the date of removal, (iv) all agreements between the Partnership or any Subsidiary and DDR or any Related Party of DDR that were terminated shall be reinstated, (v) DDR's ’s right to appoint members to the EC Committee shall be reinstated, (vi) DDR's ’s appointees to the EC Committee shall be reinstated, (vii) the Partnership shall pay to DDR all fees payable under the Management and Leasing Agreement for the period of time beginning with DDR's ’s removal and ending with its reinstatement as Property Manager and (viii) TRT shall no longer have the right to invoke the Marketing Right pursuant to subclause (F) of clause (iv) below, but TRT shall 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 ’s reinstatement (DDR acknowledges that the foregoing shall not prohibit TRT from invoking the Marketing Right pursuant to Section 3.10 at any time TRT would otherwise have had such right pursuant to Section 3.10).

Removal for Cause. (ia) Subject The Collateral Manager may be removed for Cause upon 30 days’ prior written notice to the cure provisions Collateral Manager (with a copy to the Trustee which will be forwarded to the Holders of this Section 7.7, TRT shall have the right to remove DDR as the Managing Partner for "cause" (as defined belowNotes) by delivering the Issuer, 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 of 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 DDR a written notice of removal and stating in reasonable detail the grounds for removal (a "Removal Notice"Section 12(g); provided, however, that unless DDR acknowledges in writing that cause for removal exists, any . No such removal shall be effective only upon until the issuance date as of which a written determination by a mediator reasonably acceptable successor Collateral Manager satisfying the criteria set forth in Section 12(d) above shall have been appointed and delivered an Instrument of Acceptance to DDR the Issuer and TRT (the "Mediator") that "cause" existsremoved Collateral Manager. For purposes of this Agreementdetermining “Cause” with respect to removal of the Collateral Manager by the Issuer, "cause" such term shall mean any one of the following events: (1i) the breach by DDR of Collateral Manager willfully and intentionally violated or willfully and intentionally breached any material provision of this Agreement or the Indenture applicable to it (includingnot including a willful and intentional breach that results from a good faith dispute regarding reasonable alternative courses of action or interpretation of instructions); (ii) the Collateral Manager breaches any provision of this Agreement or any terms of the Indenture applicable to it (other than as covered by clause (i) and it being understood that failure to meet any Coverage Test is not a breach for purposes of this clause (ii)), without limitationwhich breach would reasonably be expected to have a 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 breach 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 breach within 60 days of its becoming aware, or its receipt of notice from the Issuer or the Trustee, of such breach; (iii) the failure of DDR any representation, warranty, certification or statement made or delivered by the Collateral Manager in or pursuant to make this Agreement or the Indenture to be correct in any required Capital Contributionmaterial respect when made which failure (A) could reasonably be expected to have a material adverse effect on any Class of Notes and (B) is not corrected by the Collateral Manager within 30 days after its becoming aware of, or its receipt of notice from the 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 than report which corrects any inaccuracy contained in respect a previous report or certification 20 shall be deemed to cure such inaccuracy as of Preservation Costs)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 (2A) fraud 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 benefit of, or enters into any composition or arrangement with, its creditors generally; (B) applies for or consents (by DDR with respect to any matter relating admission of material allegations of a petition or otherwise) to the Partnershipappointment of a receiver, trustee, assignee, custodian, liquidator or sequestrator (3or other similar official) gross negligence 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 continue undismissed for 60 days or any such appointment is ordered by DDR a court or regulatory body having jurisdiction over the Collateral Manager; (C) 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, dissolution, or similar law, or authorizes such application or consent, or proceedings to such end are instituted against the 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 substantial part of its properties or assets to be sequestered or attached by court order and the order (if contested in good faith) remains undismissed for 60 days; (v) the occurrence and continuation of an Event of Default (regardless of whether an acceleration has occurred) under the Indenture that is described in clause (a) of the definition of “Event of Default” and that directly results from any breach by the Collateral Manager of its duties hereunder or under the terms of the Indenture applicable to the duties to be performed by the Collateral Manager on behalf of the Issuer; (vi) (A) the occurrence of an act by the Collateral Manager or any officer or director thereof that constitutes fraud or criminal activity in the performance of its duties as Managing Partner obligations under this Agreement, the Indenture or the Collateral Administration Agreement or the Collateral Manager or any officer or director thereof being convicted of a criminal offense materially related to the primary business of the Collateral Manager, in each case pursuant to a final adjudication by a court of competent jurisdiction, or (4B) willful misconduct by DDR in any Responsible Officer of the Collateral Manager having responsibility for the performance by the Collateral Manager of its duties obligations hereunder is indicted for a criminal offense materially related to the primary business of the Collateral Manager and continues to have responsibility for the performance by the Collateral Manager hereunder for a period of 90 days after such indictment; or 21 (vii) it is determined by applicable regulatory authorities that the Collateral Manager is required to register as Managing Partner an investment adviser under the Advisers Act and such registration has not occurred within 60 days of receipt of such determination by the Collateral Manager. (b) If any of the events specified in clauses (a)(i) through (vi) of this Section 14 shall occur, the Collateral Manager shall promptly upon becoming aware of the occurrence of such event give written notice thereof to the Issuer, the Trustee and the Applicable Rating Agencies. A Majority of each Class of Notes, voting separately by Class, may waive any event described in clause (i), (ii), (iii), (v) or (vi) above as a basis for termination of this Agreement and removal of the Collateral Manager under this Section 14; provided that voting of any Collateral Manager Notes will be subject to Section 12(g). (c) In the event of removal of the Collateral Manager pursuant to this Agreement by the Issuer, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer may by notice in writing to the Collateral Manager as provided under this Agreement terminate all the rights and obligations of the Collateral Manager under this Agreement (except those that survive termination pursuant to Section 12(h)). Upon the later to occur of (i) expiration of the applicable notice period with respect to termination specified in this Section 14 and (ii) acceptance of its appointment by the successor collateral manager, all authority and power of the Collateral Manager under this Agreement, (5) DDR becomes a Bankrupt Partnerwhether with respect to the Assets or otherwise, (6) DDR (shall automatically and without further action by any Person or any Related Party) is terminated as a result of a "Property Manager Event of Default" (as such term in defined entity pass to and be vested 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 Master Lease or (9) the breach by DDR Parent or any of the other "Contributors" under the Contribution and Sale Agreement of any material provision of the Contribution and Sale Agreementsuccessor collateral manager. 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 shall not be considered a breach of a material provision of the Contribution and Sale Agreement for purposes of this Section 7.7(a)(i). (ii) If the Partners are unable to agree on a 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 agree upon the designation of a third mediator, then the approved mediator shall be appointed by the American Arbitration Association in the City of New York, New York. The Partners agree to submit their written arguments (the "Written Arguments") to the Mediator within ten (10) Business Days following the acceptance by the Mediator of its appointment hereunder and to cause the Mediator to render its written determination (based solely on the Written Arguments) of whether cause exists no later than thirty (30) days following submission of the 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 either party may seek a judicial determination of that issue. If it is ultimately determined by a final, non-appealable order of a court of competent jurisdiction 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 Asset Management Agreement, (iii) DDR's Promote Interest shall be reinstated, retroactive to the date of removal, (iv) all agreements between the Partnership or any Subsidiary and DDR or any Related Party of DDR that were terminated shall be reinstated, (v) DDR's right to appoint members to the EC Committee shall be reinstated, (vi) DDR's appointees to the EC Committee shall be reinstated, (vii) the Partnership shall pay to DDR all fees payable under the Management and Leasing Agreement for the period of time beginning with DDR's removal and ending with its reinstatement as Property Manager and (viii) TRT shall no longer have the right to invoke the Marketing Right pursuant to subclause (F) of clause (iv) below, but TRT shall 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 foregoing shall not prohibit TRT from invoking the Marketing Right pursuant to Section 3.10 at any time TRT would otherwise have had such right pursuant to Section 3.10)15.