Common use of 1Event of Default Clause in Contracts

1Event of Default. The occurrence of any one or more of the following events shall constitute an “Event of Default”: (a) if (A) any monthly Debt Service payment or the payment due on the Maturity Date is not paid when due, (B) any deposit to any of the Accounts required hereunder or under the other Loan Documents is not paid when due or (C) any other portion of the Debt is not paid when due and such non-payment continues for five (5) days following notice to Borrower that the same is due and payable; (b) if any of the Taxes or Other Charges are not paid when the same are due and payable except to the extent (A) sums sufficient to pay the Taxes or Other Charges in question had been reserved hereunder prior to the applicable due date for the Taxes or Other Charges in question for the express purpose of paying the Taxes or Other Charges in question and Lender failed to pay the Taxes or Other Charges in question when required hereunder, (B) Lender’s access to such sums was not restricted or constrained in any manner and (C) no other Event of Default was continuing; (c) if the Policies are not kept in full force and effect or if evidence of the same is not delivered to Lender as provided in Section 7.1 hereof; (d) if any of the representations or covenants contained in Article 5, Article 6, Section 3.34, Section 3.36, Section 4.22 or Section 4.24 hereof or in the Property Document Provisions are breached or violated; (e) if any representation or warranty made herein, in the Guaranty or in the Environmental Indemnity or in any other guaranty, or in any certificate, report, financial statement or other instrument or document furnished to Lender in connection with the Loan shall have been false or misleading in any material adverse respect when made; (f) if (i) Borrower, any SPE Component Entity, any Affiliated Franchisor, any Affiliated Manager, Sponsor or Guarantor shall commence any case, proceeding or other action (A) under any Creditors Rights Laws seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, liquidation or dissolution, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other ​ similar official for it or for all or any substantial part of its assets, or Borrower or any managing member or general partner of Borrower, any SPE Component Entity, any Affiliated Franchisor any Affiliated Manager, Sponsor or Guarantor shall make a general assignment for the benefit of its creditors; (ii) there shall be commenced against Borrower or any managing member or general partner of Borrower, any SPE Component Entity, any Affiliated Franchisor any Affiliated Manager, Sponsor or Guarantor any case, proceeding or other action of a nature referred to in clause (i) above (other than any case, action or proceeding already constituting an Event of Default by operation of the other provisions of this subsection) which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; (iii) there shall be commenced against Borrower, any SPE Component Entity, any Affiliated Franchisor, any Affiliated Manager, Sponsor or Guarantor any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets (other than any case, action or proceeding already constituting an Event of Default by operation of the other provisions of this subsection) which results in the entry of any order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; (iv) Borrower, any SPE Component Entity, any Affiliated Franchisor, any Affiliated Manager, Sponsor or Guarantor shall take any action in furtherance of, in collusion with respect to, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; (v) Borrower, any SPE Component Entity, any Affiliated Manager, any Affiliated Franchisor, Sponsor or Guarantor shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; (vi) any Restricted Party is substantively consolidated with any other entity in connection with any proceeding under the Bankruptcy Code or any other Creditors Rights Laws involving Sponsor or its subsidiaries; or (vii) a Bankruptcy Event occurs; (g) if Borrower shall be in default beyond applicable notice and grace periods under any other mortgage, deed of trust, deed to secure debt or other security agreement covering any part of the Property whether it be superior or junior in lien to the Security Instrument; (h) if the Property becomes subject to any mechanic’s, materialman’s or other lien other than a lien for any Taxes not then due and payable and the lien shall remain undischarged of record (by payment, bonding or otherwise) for a period of thirty (30) days; (i) if any federal tax lien is filed against Borrower, any SPE Component Entity, Sponsor, Guarantor or the Property and same is not discharged of record (by payment, bonding or otherwise) within thirty (30) days after same is filed; (j) if Borrower shall fail to deliver to Lender, within ten (10) days after request by Xxxxxx, the estoppel certificates required by Section 4.13(a) hereof; (k) if any default occurs under any guaranty or indemnity executed in connection herewith (including, without limitation, the Environmental Indemnity and/or the Guaranty) and such default continues after the expiration of applicable grace periods, if any; (l) intentionally omitted; ​ (m) if Borrower defaults under the Management Agreement beyond the expiration of applicable notice and grace periods, if any, thereunder or if the Management Agreement is canceled, terminated or surrender, expires pursuant to its terms or otherwise ceased to be in full force and effect, unless, in each such case, Borrower, contemporaneously with such cancellation, termination, surrendered, expiration or cessation, enters into a Qualified Management Agreement with a Qualified Manager in accordance with the applicable terms and provisions hereof; (n) if Xxxxxxxx fails to appoint a New Manager upon the request of Xxxxxx and/or fails to comply with any limitations on instructing the Manager, each as required by and in accordance with, as applicable, the terms and provisions of, this Agreement, the Assignment of Management Agreement and the Security Instrument; (o) if any representation and/or covenant herein relating to ERISA matters is breached; (p) if (A) Borrower shall fail (beyond any applicable notice or grace period) to pay any rent, additional rent or other charges payable under any Property Document as and when payable thereunder, (B) Borrower defaults under the Property Documents beyond the expiration of applicable notice and grace periods, if any, thereunder, (C) any of the Property Documents are amended, supplemented, replaced, restated or otherwise modified without Lender’s prior written consent or if Borrower consents to a transfer of any party’s interest thereunder without Xxxxxx’s prior written consent, (D) any Property Document and/or the estate created thereunder is canceled, rejected, terminated, surrendered or expires pursuant to its terms, unless in such case Borrower enters into a replacement thereof in accordance with the applicable terms and provisions hereof or

1Event of Default. The occurrence of any one or more of the following events shall shall, at Landlord's option, constitute an “Event of Default”: (a) if (A) 18.1.1 Tenant shall fail to pay any monthly Debt Service installment of Base Rent or any other payment or the payment due on the Maturity Date is not paid required herein when due, (B) any deposit to any of the Accounts required hereunder or under the other Loan Documents is not paid when due or (C) any other portion of the Debt is not paid when due and such non-payment continues failure shall continue for a period of five (5) days following after written notice to Borrower Tenant; provided, however, that Landlord shall only be obligated to provide such written notice to Tenant twice within any calendar year and in the event Tenant fails to timely pay Base Rent or any other sum required herein for a third time during any calendar year, then Landlord shall have no obligation or duty to provide notice of such non-payment to Tenant and the same is due and payable;shall, at Landlord’s option, constitute an Event of Default. ​ ​ 18.1.2 Tenant or any guarantor or surety of Tenant's obligations hereunder shall (b1) if any of the Taxes or Other Charges are not paid when the same are due and payable except to the extent (A) sums sufficient to pay the Taxes or Other Charges in question had been reserved hereunder prior to the applicable due date make a general assignment for the Taxes or Other Charges in question for the express purpose benefit of paying the Taxes or Other Charges in question and Lender failed to pay the Taxes or Other Charges in question when required hereunder, creditors; (B2) Lender’s access to such sums was not restricted or constrained in any manner and (C) no other Event of Default was continuing; (c) if the Policies are not kept in full force and effect or if evidence of the same is not delivered to Lender as provided in Section 7.1 hereof; (d) if any of the representations or covenants contained in Article 5, Article 6, Section 3.34, Section 3.36, Section 4.22 or Section 4.24 hereof or in the Property Document Provisions are breached or violated; (e) if any representation or warranty made herein, in the Guaranty or in the Environmental Indemnity or in any other guaranty, or in any certificate, report, financial statement or other instrument or document furnished to Lender in connection with the Loan shall have been false or misleading in any material adverse respect when made; (f) if (i) Borrower, any SPE Component Entity, any Affiliated Franchisor, any Affiliated Manager, Sponsor or Guarantor shall commence any case, proceeding or other action (A) under any Creditors Rights Laws action seeking to have an order for relief entered with respect to it, on its behalf as a debtor or seeking to adjudicate it a as bankrupt or insolvent, or seeking reorganization, liquidation arrangement, adjustment, liquidation, dissolution or dissolution, composition of it or (B) its debts or seeking appointment of a receiver, trustee, custodian, conservator custodian or other ​ similar official for it or for all or of any substantial part of its assetsproperty (collectively, or Borrower or any managing member or general partner of Borrower, any SPE Component Entity, any Affiliated Franchisor any Affiliated Manager, Sponsor or Guarantor shall make a general assignment “proceeding for the benefit of its creditorsrelief”); (ii3) there shall be commenced against Borrower or become the subject of any managing member or general partner of Borrower, any SPE Component Entity, any Affiliated Franchisor any Affiliated Manager, Sponsor or Guarantor any case, proceeding or other action of a nature referred to in clause (i) above (other than any case, action or proceeding already constituting an Event of Default by operation of the other provisions of this subsection) which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; (iii) there shall be commenced against Borrower, any SPE Component Entity, any Affiliated Franchisor, any Affiliated Manager, Sponsor or Guarantor any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets (other than any case, action or proceeding already constituting an Event of Default by operation of the other provisions of this subsection) which results in the entry of any order for any such relief which shall is not have been vacated, discharged, or stayed or bonded pending appeal dismissed within sixty (60) days from the entry thereofof its filing or entry; or (iv4) Borrowerdie or suffer a legal disability (if Tenant, any SPE Component Entity, any Affiliated Franchisor, any Affiliated Manager, Sponsor or Guarantor shall take any action in furtherance of, in collusion with respect toguarantor, or indicating surety is an individual) or be dissolved or otherwise fail to maintain its consent tolegal existence (if Tenant, approval ofguarantor or surety is a corporation, partnership or acquiescence in, any of the acts set forth in clause (iother entity), (ii), . 18.1.3 Any insurance required to be maintained by Tenant pursuant to this Lease shall be cancelled or (iii) above; (v) Borrower, any SPE Component Entity, any Affiliated Manager, any Affiliated Franchisor, Sponsor terminated or Guarantor shall generally not, expire or shall be unable reduced or materially changed, except, in each case, as permitted in this Lease. 18.1.4 Tenant shall vacate the Premises whether or not Tenant is in monetary or other default under this Lease; provided, however, that Tenant's vacating of the Premises shall not constitute an Event of Default if, prior to vacating the Premises, Tenant has made arrangements reasonably acceptable to Landlord to (1) ensure that Tenant's insurance for the Premises will not be voided or cancelled with respect to the Premises as a result of such vacancy, (2) ensure that the Premises are secured and not subject to vandalism, and (3) ensure that the Premises will be properly maintained after such vacation, including, but not limited to, or keeping the heating, ventilation and cooling systems maintenance contracts required by this Lease in full force and effect. 18.1.5 There shall admit in writing its inability tooccur any assignment, pay its debts as they become due; (vi) any Restricted Party is substantively consolidated with any other entity in connection with any proceeding under the Bankruptcy Code or any other Creditors Rights Laws involving Sponsor or its subsidiaries; or (vii) a Bankruptcy Event occurs; (g) if Borrower shall be in default beyond applicable notice and grace periods under any other mortgage, deed of trust, deed to secure debt subleasing or other security agreement covering transfer of Tenant's interest in or with respect to this Lease except as otherwise permitted in this Lease. 18.1.6 Tenant shall fail to discharge any part lien placed upon the Premises in violation of the Property whether it be superior this Lease within fifteen (15) days after any such lien or junior in lien to the Security Instrument; (h) if the Property becomes subject to any mechanic’s, materialman’s or other lien other than a lien for any Taxes not then due and payable and the lien shall remain undischarged of record (by payment, bonding or otherwise) for a period of thirty (30) days; (i) if any federal tax lien encumbrance is filed against Borrowerthe Premises. 18.1.7 Tenant shall fail to comply with any provision of this Lease other than those specifically referred to in this Section 18.1, any SPE Component Entityand except as otherwise expressly provided herein, Sponsor, Guarantor or the Property and same is not discharged of record (by payment, bonding or otherwise) within such default shall continue for more than thirty (30) days after same Landlord shall have given Tenant written notice of such default; provided, however, that if the nature of such default is filed; such that more than thirty (j) if Borrower shall fail to deliver to Lender, within ten (1030) days after request by Xxxxxxare reasonably required for its cure, the estoppel certificates required by Section 4.13(a) hereof; (k) if any default occurs under any guaranty or indemnity executed in connection herewith (including, without limitation, the Environmental Indemnity and/or the Guaranty) and such default continues after the expiration of applicable grace periods, if any; (l) intentionally omitted; ​ (m) if Borrower defaults under the Management Agreement beyond the expiration of applicable notice and grace periods, if any, thereunder or if the Management Agreement is canceled, terminated or surrender, expires pursuant to its terms or otherwise ceased then Tenant shall not be deemed to be in full force default if Tenant commences such cure within said thirty (30) day period, thereafter diligently prosecutes such cure to completion, and effect, unless, in each actually completes such case, Borrower, contemporaneously with such cancellation, termination, surrendered, expiration or cessation, enters into a Qualified Management Agreement with a Qualified Manager in accordance with the applicable terms and provisions hereof; repair within ninety (n90) if Xxxxxxxx fails to appoint a New Manager upon the request of Xxxxxx and/or fails to comply with any limitations on instructing the Manager, each as required by and in accordance with, as applicable, the terms and provisions of, this Agreement, the Assignment of Management Agreement and the Security Instrument; (o) if any representation and/or covenant herein relating to ERISA matters is breached; (p) if (A) Borrower shall fail (beyond any applicable notice or grace period) to pay any rent, additional rent or other charges payable under any Property Document as and when payable thereunder, (B) Borrower defaults under the Property Documents beyond the expiration of applicable notice and grace periods, if any, thereunder, (C) any of the Property Documents are amended, supplemented, replaced, restated or otherwise modified without Lender’s prior written consent or if Borrower consents to a transfer of any party’s interest thereunder without Xxxxxx’s prior written consent, (D) any Property Document and/or the estate created thereunder is canceled, rejected, terminated, surrendered or expires pursuant to its terms, unless in such case Borrower enters into a replacement thereof in accordance with the applicable terms and provisions hereof ordays.

1Event of Default. The occurrence of any one or more (a) Each of the following events shall constitute an “Event event of Default”:default hereunder (an "EVENT OF DEFAULT"): (ai) if (A) any monthly Debt Service payment or the payment due on the Maturity Date is not paid when due, (B) any deposit to any of the Accounts required hereunder or under the other Loan Documents is not paid when due or (C) any other portion of the Debt is not paid when due and such non-payment continues for within five (5) days following notice to Borrower that of the same is applicable due and payabledate; (bii) if any of the Taxes or Other Charges are not paid prior to the date when the same are due and payable become delinquent, except to the extent (A) sums that Grantor is contesting same in accordance with the terms of Section 5.1.2 hereof, or there are sufficient funds in the Tax and Insurance Escrow Fund to pay the such Taxes or Other Charges in question had been reserved hereunder prior to the applicable due date for the Taxes or Other Charges in question for the express purpose of paying the Taxes or Other Charges in question and Lender failed fails to pay or refuses to release the Taxes or Other Charges in question when required hereunder, (B) Lender’s access to such sums was not restricted or constrained in any manner same from the Tax and (C) no other Event of Default was continuingInsurance Escrow Fund; (ciii) if the Policies are not kept in full force and effect effect, or if evidence certified copies of the same is Policies are not delivered to Lender as provided in Section 7.1 hereofwithin ten (10) days of request; (div) if Grantor transfers or encumbers any portion of the Property without Lender's prior written consent (to extent such consent is required) or otherwise violates the provisions of Section 5.2.13 of this Loan Agreement; (v) if any of the representations or covenants contained in Article 5, Article 6, Section 3.34, Section 3.36, Section 4.22 or Section 4.24 hereof or in the Property Document Provisions are breached or violated; (e) if any material representation or warranty made herein, in the Guaranty by Borrower or in the Environmental Indemnity Grantor herein or in any other guarantyLoan Document, or in any report, certificate, report, financial statement or other instrument instrument, agreement or document furnished to Lender in connection with the Loan shall have been false or misleading in any material adverse respect when as of the date the representation or warranty was made; (fvi) if (i) Borrower, Borrower or Grantor or indemnitor or any SPE Component Entity, guarantor under any Affiliated Franchisor, any Affiliated Manager, Sponsor guaranty or Guarantor indemnity issued in connection with the Loan shall commence any case, proceeding or other actionmake an assignment for the benefit of creditors; (Avii) if a receiver, liquidator or trustee shall be appointed for Borrower or Grantor or any guarantor or indemnitor under any Creditors Rights Laws seeking to have an order for relief entered guarantee or indemnity issued in connection with respect to it, the Loan or seeking to adjudicate it if Borrower or Grantor or such guarantor or indemnitor shall be adjudicated a bankrupt or insolvent, or seeking reorganizationif any petition for bankruptcy, liquidation reorganization or dissolutionarrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Borrower or Grantor or such guarantor or indemnitor, or if any proceeding for the dissolution or 75 liquidation of Borrower or Grantor or such guarantor or indemnitor shall be instituted; PROVIDED, HOWEVER, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower or Grantor or such guarantor or indemnitor, upon the same not being discharged, stayed or dismissed within one hundred eighty (B180) seeking appointment days; (viii) if Borrower or Grantor attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents; (ix) if Borrower or Grantor breaches any of its respective negative covenants contained in Section 5.2 or any covenant contained in Section 4.1.30 hereof: (x) with respect to any term, covenant or provision set forth herein which specifically contains a notice requirement or grace period, if Borrower or Grantor shall be in default under such term, covenant or condition after the giving of such notice or the expiration of such grace period; (xi) if any of the assumptions contained in any Insolvency Opinion or Additional Insolvency Opinion are or shall become untrue in any material respect; (xii) if Borrower or Grantor shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement not specified in subsections (i) to (xi) above, for ten (10) days after notice to Borrower or Grantor from Lender, in the case of any Default which can be cured by the payment of a receiversum of money, trustee, custodian, conservator or other ​ similar official for it or for thirty (30) days after notice from Lender in the case of any other Default; PROVIDED, HOWEVER, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such 30-day period and provided further that Borrower or Grantor shall have commenced to cure such Default within such 30-day period and thereafter diligently and expeditiously proceeds to cure the same, such 30-day period shall be extended for such time as is reasonably necessary for Borrower or Grantor in the exercise of due diligence to cure such Default, such additional period not to exceed one hundred eighty (180) days; (xiii) if there shall be default under any of the other Loan Documents beyond any applicable cure periods contained in such documents, whether as to Borrower or Grantor or the Property, or if any other such event shall occur or condition shall exist, if the effect of such event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any substantial part of its assets, or Borrower or any managing member or general partner of Borrower, any SPE Component Entity, any Affiliated Franchisor any Affiliated Manager, Sponsor or Guarantor shall make a general assignment for the benefit of its creditors; (ii) there shall be commenced against Borrower or any managing member or general partner of Borrower, any SPE Component Entity, any Affiliated Franchisor any Affiliated Manager, Sponsor or Guarantor any case, proceeding or other action of a nature referred to in clause (i) above (other than any case, action or proceeding already constituting an Event of Default by operation portion of the other provisions of this subsection) which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) daysDebt; (iii) there shall be commenced against Borrower, any SPE Component Entity, any Affiliated Franchisor, any Affiliated Manager, Sponsor or Guarantor any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets (other than any case, action or proceeding already constituting an Event of Default by operation of the other provisions of this subsection) which results in the entry of any order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; (iv) Borrower, any SPE Component Entity, any Affiliated Franchisor, any Affiliated Manager, Sponsor or Guarantor shall take any action in furtherance of, in collusion with respect to, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; (v) Borrower, any SPE Component Entity, any Affiliated Manager, any Affiliated Franchisor, Sponsor or Guarantor shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; (vi) any Restricted Party is substantively consolidated with any other entity in connection with any proceeding under the Bankruptcy Code or any other Creditors Rights Laws involving Sponsor or its subsidiaries; or (vii) a Bankruptcy Event occurs;or (gxiv) if Borrower shall be in default under the Ground Lease beyond any applicable notice cure periods contained therein. (b) Upon the occurrence of an Event of Default (other than an Event of Default described in clauses (vi), (vii) or (viii) above) and grace periods under at any time thereafter Lender may, in addition to any other mortgage, deed of trust, deed rights or remedies available to secure debt or other security agreement covering any part of the Property whether it be superior or junior in lien pursuant to the Security Instrument; (h) if the Property becomes subject to any mechanic’s, materialman’s or other lien other than a lien for any Taxes not then due and payable this Agreement and the lien shall remain undischarged of record (by paymentother Loan Documents or at law or in equity, bonding Lender may take such action, without notice or otherwise) for a period of thirty (30) days; (i) if any federal tax lien is filed demand, that Lender deems advisable to protect and enforce its rights against BorrowerBorrower or Grantor and in the Property, any SPE Component Entity, Sponsor, Guarantor or the Property and same is not discharged of record (by payment, bonding or otherwise) within thirty (30) days after same is filed; (j) if Borrower shall fail to deliver to Lender, within ten (10) days after request by Xxxxxx, the estoppel certificates required by Section 4.13(a) hereof; (k) if any default occurs under any guaranty or indemnity executed in connection herewith (including, without limitation, declaring the Environmental Indemnity and/or Debt to be immediately due and payable, 76 and Lender may enforce or avail itself of any or all rights or remedies provided in the GuarantyLoan Documents against Borrower or Grantor and the Property, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in clauses (vi), (vii) or (viii) above, the Debt and such default continues after the expiration all other obligations of applicable grace periods, if any; (l) intentionally omitted; ​ (m) if Borrower defaults or Grantor hereunder and under the Management Agreement beyond the expiration of applicable notice other Loan Documents shall immediately and grace periodsautomatically become due and payable, if any, thereunder or if the Management Agreement is canceled, terminated or surrender, expires pursuant to its terms or otherwise ceased to be in full force and effect, unless, in each such case, Borrower, contemporaneously with such cancellation, termination, surrendered, expiration or cessation, enters into a Qualified Management Agreement with a Qualified Manager in accordance with the applicable terms and provisions hereof; (n) if Xxxxxxxx fails to appoint a New Manager upon the request of Xxxxxx and/or fails to comply with any limitations on instructing the Manager, each as required by and in accordance with, as applicable, the terms and provisions of, this Agreement, the Assignment of Management Agreement and the Security Instrument; (o) if any representation and/or covenant herein relating to ERISA matters is breached; (p) if (A) Borrower shall fail (beyond any applicable without notice or grace period) demand, and Borrower and Grantor each hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to pay any rent, additional rent or other charges payable under any Property Document as and when payable thereunder, (B) Borrower defaults under the Property Documents beyond the expiration of applicable notice and grace periods, if any, thereunder, (C) any of the Property Documents are amended, supplemented, replaced, restated or otherwise modified without Lender’s prior written consent or if Borrower consents to a transfer of any party’s interest thereunder without Xxxxxx’s prior written consent, (D) any Property Document and/or the estate created thereunder is canceled, rejected, terminated, surrendered or expires pursuant to its terms, unless in such case Borrower enters into a replacement thereof in accordance with the applicable terms and provisions hereof orcontrary notwithstanding.

1Event of Default. The occurrence of any one or more of the following events shall constitute an “Event of Default”: (a) if Borrower shall fail to (i) pay when due (A) any sums which by the express terms of this Agreement and the other Loan Documents require immediate or prompt payment without any grace period, (B) any monthly Debt Service payment or and any amount required to be paid into the payment due on the Maturity Date is not paid when due, (B) any deposit to any of the Accounts required hereunder or under the other Loan Documents is not paid when due Reserve Funds or (C) any other portion of sums which are payable on the Debt is not paid when due and such non-payment continues for Maturity Date, or (ii) pay within five (5) days following written notice to Borrower that any other sums payable under this Agreement or any of the same is due and payableother Loan Documents; (b) if any of the Taxes or Other Charges are is not paid when the same are due and payable prior to delinquency except to the extent (A) sums sufficient to pay the such Taxes or and Other Charges have been deposited with Lender in question had been reserved hereunder prior to accordance with the applicable due date for the Taxes or Other Charges in question for the express purpose terms of paying the Taxes or Other Charges in question this Agreement and Lender failed to pay the Taxes or Other Charges in question when required hereunder, (B) Lender’s access to such sums was is not restricted or constrained in any manner and (C) no other Event of Default was continuingmanner; (c) if (i) the Policies are not kept in full force and effect or if (ii) within five (5) days following written notice, evidence of the same is not delivered to Lender as provided in Section 7.1 hereof;; ​ (d) if any of the representations or covenants contained in Article 5, Article 6, Section 3.34, Section 3.36, Section 4.22 or Section 4.24 5 hereof or in the Property Document Provisions are breached or violated; provided, however, if (1) Lender determines that such breach of covenant or representation (i) was not made in bad faith, (ii) is capable of being cured, (iii) is not material and (iv) Lender would not be prejudiced by permitting Borrower to cure the same, and (2) at the request of Lender, Borrower provides a non-consolidation opinion addressing such breach, Lender will permit Borrower (30) days after written notice thereof to cure such misrepresentation or breach of warranty before it becomes an Event of Default hereunder; (e) a Sale or Pledge occurs that is not a Permitted Transfer; (f) if any representation or warranty of, or with respect to, Borrower, Guarantor or any member, general partner, principal or beneficial owner of any of the foregoing, made herein, in the Guaranty or in the Environmental Indemnity or in any other guarantyIndemnity, or in any certificate, report, financial statement or other instrument or document furnished to Lender in connection with the Loan shall have been false or misleading in any material adverse respect when made; (fg) if (i) Borrower, any SPE Component Entity, any Affiliated Franchisor, any Affiliated Manager, Sponsor Entity or Guarantor shall commence any case, proceeding or other action action (A) under any Creditors Rights Laws seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, liquidation or dissolution, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other ​ similar official for it or for all or any substantial part of its assets, or Borrower or any managing member or general partner of Borrower, any SPE Component Entity, any Affiliated Franchisor any Affiliated Manager, Sponsor Entity or Guarantor shall make a general assignment for the benefit of its creditors; (ii) there shall be commenced against Borrower or any managing member or general partner of Borrower, any SPE Component Entity, any Affiliated Franchisor any Affiliated Manager, Sponsor Entity or Guarantor any case, proceeding or other action of a nature referred to in clause (i) above (other than any case, action or proceeding already constituting an Event of Default by operation of the other provisions of this subsection) which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of sixty ninety (6090) days; (iii) there shall be commenced against Borrower, any SPE Component Entity, any Affiliated Franchisor, any Affiliated Manager, Sponsor Entity or Guarantor any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets (other than any case, action or proceeding already constituting an Event of Default by operation of the other provisions of this subsection) which results in the entry of any order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty ninety (6090) days from the entry thereof; (iv) Borrower, any SPE Component Entity, any Affiliated Franchisor, any Affiliated Manager, Sponsor Entity or Guarantor shall take any action in furtherance of, in collusion with respect to, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above, which result in the actual commencement of any of the acts set forth in clauses (i), (ii) or (iii) above; or (v) Borrower, any SPE Component Entity, any Affiliated Manager, any Affiliated Franchisor, Sponsor Entity or Guarantor shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; (vi) any Restricted Party is substantively consolidated with any other entity in connection with any proceeding under the Bankruptcy Code or any other Creditors Rights Laws involving Sponsor or its subsidiaries; or (vii) a Bankruptcy Event occurs; (gh) if Borrower shall be in default beyond applicable notice and grace periods under any other mortgage, deed of trust, deed to secure debt or other security agreement covering any part of the Property whether it be superior or junior in lien to the Security Instrument; (hi) subject to Borrower’s right to contest pursuant to Sections 4.5(b) and 4.16(b) hereof, if the Property becomes subject to any mechanic’s, materialman’s or other lien other than a lien for any Taxes not then due and payable and the lien shall remain undischarged of record (by payment, bonding or otherwise) for a period of thirty (30) days;; ​ (ij) if any federal tax lien is filed against Borrower, any SPE Component Entity, Sponsor, Guarantor or the Property and same is not discharged of record (by payment, bonding or otherwise) within thirty (30) days after same is filed; (jk) if Borrower shall fail to comply with the covenants in Article 15 or otherwise fails to deliver to Lender, in each case within ten (10) days after request by XxxxxxLender, the estoppel certificates required by Section 4.13(a) or (c) hereof; (kl) if any default occurs under any guaranty or indemnity executed in connection herewith (including, without limitation, the Environmental Indemnity and/or the Guaranty) and such default continues after the expiration of applicable grace periods, if any; (lm) intentionally omitted; ​if any of the assumptions contained in the Non-Consolidation Opinion, or in any New Non-Consolidation Opinion are untrue or shall become untrue in any material respect; (mn) if Borrower shall fail to deliver to Lender within thirty (30) days after request by Lender any Required Financial Item; (o) if Borrower enters into a Management Agreement in violation of Section 4.15 hereof or if Borrower defaults under the Management Agreement beyond the expiration of applicable notice and grace periods, if any, thereunder or if the Management Agreement is canceled, terminated or surrender, surrendered or expires pursuant to its terms or otherwise ceased to be terms, unless in full force and effect, unless, in each such case, Borrower, contemporaneously with such cancellation, termination, surrendered, expiration or cessation, enters case Borrower shall enter into a Qualified Management Agreement new management agreement with a Qualified Manager in accordance with the applicable terms and provisions hereof; (n) if Xxxxxxxx fails to appoint a New Manager upon the request of Xxxxxx and/or fails to comply with any limitations on instructing the Manager, each as required by and in accordance with, as applicable, the terms and provisions of, this Agreement, the Assignment of Management Agreement and the Security Instrument; (op) if any representation and/or covenant herein relating to ERISA matters is breached; (pq) if (A) Borrower shall fail (beyond any applicable notice or grace period) to pay any rent, additional rent or other charges payable under any Property Document as and when payable thereunder, (Bi) Borrower defaults under the Property Documents any REA or Material Agreements beyond the expiration of applicable notice and grace periods, if any, thereunder, (Cii) any of the Property Documents REA or Material Agreements are amended, supplemented, replaced, restated or otherwise modified without Lender’s prior written consent or if Borrower consents to a transfer of any party’s interest thereunder without XxxxxxLender’s prior written consent (but only to the extent that any such action under the applicable REA or Material Agreement requires Borrower’s consent); (r) intentionally omitted; (s) if Borrower shall continue to be in default under any term, covenant or condition of this Agreement not specified in subsections (a) through (r) above or not otherwise specifically specified as an Event of Default herein, (Di) for more than ten (10) Business Days after notice from Lender, in the case of any Property Document and/or default which can be cured by the estate created thereunder is canceledpayment of a sum of money or (ii) for thirty (30) days after notice from Lender, rejectedin the case of any other default, terminatedprovided that if such default cannot reasonably be cured within such thirty (30) day period and Borrower shall have commenced to cure such default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, surrendered or expires pursuant such thirty (30) day period shall be extended for so long as it shall require Borrower in the exercise of due diligence to its termscure such default, unless it being agreed that no such extension shall be for a period in excess of ninety (90) days (subject to further extension by Lender, in Lender’s sole discretion); and/or (t) if there shall be default under any of the other Loan Documents beyond any applicable cure periods contained in such case Loan Documents, whether as to Borrower enters into a replacement thereof in accordance with or the applicable terms and provisions hereof orProperty, or if any other such event shall occur or condition shall exist, if the effect of such event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt.