Manager Default. The following shall, at the election of Owner, constitute an event of default by Manager under this Agreement (such event being referred to herein as the "Manager Default"): Failure of Manager to keep or perform any duty, obligation, covenant or agreement of Manager under this Agreement and such failure shall continue for a period of thirty (30) days after receipt of written notice thereof from Owner; provided, however, if such failure cannot reasonably be remedied or corrected within such thirty (30) day period, then such thirty (30) day period shall be extended for such additional period as may be reasonably required to cure such default provided that Manager promptly commences to cure such default and continues thereafter with all due diligence to complete such cure to the satisfaction of Owner. Upon the occurrence of the Manager Default, Owner shall have the right to terminate this Agreement by written notice to Manager, in addition to its right to seek damages or other remedies available to it at law or in equity.
Manager Default. Each of the following is a Manager Default:
9.1.1 The Manager shall fail to make any deposits of Container Revenues, Sales Proceeds, Casualty Proceeds or any other amounts due and payable under this Agreement to the Trust Account within three (3) Business Days after the date such deposit is due; provided, that if such Container Revenues, Sales Proceeds, Casualty Proceeds or other amounts are on deposit in the Concentration Account (or a related post office box or lockbox), failure of the bank holding the Concentration Account to comply with the instructions of the Manager (or to comply with the terms of any intercreditor agreement) shall not constitute a Manager Default.
9.1.2 The Manager shall fail (A) to deliver any report required to be delivered to the Indenture Trustee pursuant to the terms of Sections 4.1.2 or 4.1.3 hereof such failure shall continue unremedied for three (3) Business Days or (B) in any material respect to perform the covenant of the Manager to deliver financial statements set forth in the second sentence of Section 4.1.1 and such failure shall continue unremedied for thirty (30) days after the date on which there has been given to the Manager by the Indenture Trustee, the Administrative Agent, any Series Enhancer or any Noteholder a written notice specifying such default or breach and requiring it to be remedied; provided, however, that (x) if the reason for such failure is primarily attributable to changes in accounting principles or interpretations or the application of the same, (y) such changes are not related to the assets of the Issuer and (z) no Manager Default then exists under Sections 9.1.9 through 9.1.12 of this Agreement, then such failure shall not constitute a Manager Default under this subsection 9.1.2(B) unless such failure materially and adversely affects the interests of any Noteholder or any Series Enhancer (if such Series Enhancer is then the Control Party for a Series of Outstanding Notes or shall have made an unreimbursed payment on its Enhancement Agreement).
9.1.3 The Manager shall fail to (A) deliver any report required to be delivered to the Indenture Trustee pursuant to the terms hereof or of any other Transaction Document (which is not otherwise addressed in Section 9.1.2) and such failure shall continue unremedied for thirty (30) days, or (B) perform or observe, or cause to be performed or observed, in any material respect any other covenant or agreement contained herein or in any other Transaction Docume...
Manager Default. This Agreement and the employment of Manager may be terminated by Owner, at its option, upon the happening of any of the following events: (a) a material breach, default, or noncompliance by Manager with any covenants contained in this Agreement; (b) operation of the Hotel by Manager in such a manner as to cause the Franchisor to require the removal of Manager as the operator of the Hotel or to give notice to the Owner of intent to terminate the Franchise Agreement (unless such termination is due to Owner’s failure to provide the funds necessary for any required capital improvements or renovations); or (c) the making by Manager of a general assignment for the benefit of creditors; or a petition of application by either party to any tribunal for the appointment of a trustee, custodian, receiver or liquidator of all or substantially all of its business, estate or assets; or the commencement by Manager of any proceeding under any bankruptcy, reorganization, arrangement, insolvency, readjustment or debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect.
Manager Default. The occurrence of any of the events or conditions set forth in Section 10.01 of the Management Agreement after giving effect to any expressly applicable notice and grace periods contained in such Section.
Manager Default. After the occurrence and during the continuance of a Manager Default, the Manager irrevocably, and by way of security to the Issuer and the Lessor for the obligations of the Manager herein, appoints the Issuer or the Issuer’s designee (which shall be the Indenture Trustee so long as any Outstanding Obligations remain unpaid) to be its attorney-in-fact with full power of substitution on behalf of the Manager and in its name or otherwise to execute any documents contemplated by this Agreement and any Related Document, and to give any notice and to do any act or thing which the Manager is obliged to execute or do under this Agreement and any Related Document. The Manager hereby confirms and agrees to ratify and confirm whatever any such attorney shall do or propose to do in the exercise or purported exercise of all or any of the powers, authorities and discretion referred to in this paragraph.
Manager Default. The occurrence of any of the following events constitutes a Manager Default for the purposes of clause 20.1(b) of the Master Trust Deed:
Manager Default. This term shall have the meaning set forth in Clause 11.1 of the Management Agreement.
Manager Default. Any of the following events or conditions shall constitute a default of the Manager hereunder (“Manager Default”):
(a) The Manager shall fail to make any deposit to the Owner Bank Account, or deliver a report required under Clause 7.1 or Clause 7.2 hereof when due unless such failure is cured within ten (10) days after the occurrence of such failure;
(b) The Manager shall fail to perform or observe, or cause to be performed or observed, in any material respect any other covenant or agreement contained herein and such failure shall continue unremedied for a period of thirty (30) days after the earlier to occur of (i) the date an officer of the Manager has Knowledge thereof or (ii) the date the Manager receives notice thereof, unless the nature of Manager’s noncompliance is such that more than thirty (30) days is reasonably required for its cure and Manager has, in good faith, commenced such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion;
(c) Any representation or warranty made by the Manager in this Agreement, or in any certificate, report or financial statement delivered by it pursuant hereto proves to have been untrue in any material and adverse respect when made and continues unremedied for a period of thirty (30) days after the earlier to occur of (i) the date an officer of the Manager has Knowledge thereof or (ii) the date the Manager receives notice thereof, unless the nature of Manager’s noncompliance is such that more than thirty (30) days is reasonably required for its cure and Manager has, in good faith, commenced such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion;
(d) Except as permitted by Clauses 13 and 21.5, the Manager shall assign all or substantially all of its interest under this Agreement.
Manager Default. An event of default shall exist under this Agreement if:
(i) Manager neglects or fails to pay any installment of Owner’s Share of Ancillary Event Funds, Owner’s Share of Ticket Sales, Monthly Ticket Tax Payment and any other charge under this Agreement within ten (10) days after notice of default (but Owner is not required to give more than two such default notices during any one Agreement Year); or
(ii) Manager neglects or fails to perform or observe any of the other covenants, terms, provisions or conditions on its part to be performed or observed under this Agreement, within thirty (30) days after notice of default (or if more than thirty (30) days shall be reasonably required because of the nature of the default, if Manager fails to commence to cure such default within the 30 days and thereafter proceed diligently to cure such default after such notice); or
(iii) Manager fails to perform or observe any obligations pursuant to Manager's Operating Covenant hereunder which failure is not cured within thirty
Manager Default. With respect to any Series, any Trust Manager Default and any Series-Specific Manager Default (as defined in the related Supplement) for such Series.
