Common use of Manager Events of Default Clause in Contracts

Manager Events of Default. Each of the following shall constitute a “Manager Event of Default” to the extent permitted by applicable law: A. The filing by Manager or Marriott of a voluntary petition in bankruptcy or insolvency or a petition for reorganization under any bankruptcy law, or the admission by Manager that it is unable to pay its debts as they become due, or the institution of any proceeding by Manager for its dissolution or termination. Upon the occurrence of any Manager Event of Default as described under this Section 9.01.A, said Manager Event of Default shall be deemed a “Manager Default” under this Agreement. B. The consent by Manager or Marriott to an involuntary petition in bankruptcy or the failure to vacate, within ninety (90) days from the date of entry thereof, any order approving an involuntary petition by Manager. Upon the occurrence of any Manager Event of Default as described under this Section 9.01.B, said Manager Event of Default shall be deemed a “Manager Default” under this Agreement. C. The entering of an order, judgment or decree by any court of competent jurisdiction, on the application of a creditor, adjudicating Manager or Marriott as bankrupt or insolvent or approving a petition seeking reorganization or appointing a receiver, trustee, or liquidator of all or a substantial part of Manager’s or Marriott’s assets, and such order, judgment or decree’s continuing unstayed and in effect for an aggregate of sixty (60) days (whether or not consecutive). Upon the occurrence of any Manager Event of Default as described under this Section 9.01.C, said Manager Event of Default shall be deemed a “Manager Default” under this Agreement. D. The failure of Marriott or Manager or any Affiliate of either of them to make any payment required to be made by any of them in accordance with the terms of this Agreement, or any Incidental Document on or before the date due. Upon the occurrence of any Manager Event of Default as described under this Section 9.01.D, said Manager Event of Default shall be deemed a “Manager Default” under this Agreement if Marriott or Manager or such Affiliate fails to cure such Manager Event of Default (1) within any applicable notice and cure period, if any, provided in the document pursuant to which such payment is to be made, or (2) otherwise, eight (8) days after receipt of written notice from the other party to such document demanding such cure. E. The failure of Marriott or Manager or any Affiliate of either of them to perform, keep or fulfill any of the other covenants, undertakings, obligations or conditions set forth in this Agreement, or the occurrence of an “Event of Default” under any Incidental Document as a result of a material breach by Marriott or Manager or any such Affiliate thereunder, on or before the date required for the same. Upon the occurrence of any Manager Event of Default as described under this Section 9.01.E, said Manager Event of Default shall be deemed a “Manager Default” under this Agreement if Marriott or Manager or such Affiliate fails to cure such Manager Event of Default within thirty (30) days after receipt of written notice from Tenant demanding such cure, or, if the Manager Event of Default is susceptible of cure, but such cure cannot be accomplished within said thirty (30)-day period of time, if Marriott or Manager or such Affiliate fails to commence the cure of such Manager Event of Default within fifteen (15) days of such notice or thereafter fails to diligently pursue such efforts to completion. F. The failure of Manager to maintain insurance coverages required to be maintained by Manager under Article VI hereof (excluding insurance elected to be maintained by Tenant pursuant to Article VI hereof), and such failure shall constitute a Manager Default hereunder if it continues for eight (8) days after written notice thereof from Tenant (except that no notice shall be required if any such insurance coverage shall have lapsed). G. Any material representation or warranty made by Manager or any Affiliate in this Agreement or in any Incidental Document proves to have been false in any material respect on the date when made or deemed made, and the same shall constitute a Manager Default if Manager fails to cure or change the fact or event which caused such representation or warranty to have been false when made within fifteen (15) Business Days of receiving notice of such falseness from Tenant; provided, however, that if such default is susceptible of cure but such cure cannot reasonably be accomplished with the use of due diligence within such period of time and if, in addition, Manager commences to cure or cause to be cured such default within fifteen (15) Business Days after receiving notice thereof from Tenant and thereafter prosecutes the cure of such default with due diligence, such period of time shall be extended to such period of time as may be reasonably necessary to cure such default with due diligence. H. The occurrence of any other event described in this Agreement as a Manager Default, including without limitation, the events described in Section 3.02.C, or the occurrence of a Manager Default as described in the Pooling Agreement.

Manager Events of Default. Each of the following shall constitute a “"Manager Event of Default” " to the extent permitted by applicable law: A. The filing by Manager or Marriott of a voluntary petition in bankruptcy or insolvency or a petition for reorganization under any bankruptcy law, or the admission by Manager that it is unable to pay its debts as they become due, or the institution of any proceeding by Manager for its dissolution or termination. Upon the occurrence of any Manager Event of Default as described under this Section 9.01.A, said Manager Event of Default shall be deemed a “"Manager Default” " under this Agreement. B. The consent by Manager or Marriott to an involuntary petition in bankruptcy or the failure to vacate, within ninety (90) days from the date of entry thereof, any order approving an involuntary petition by Manager. Upon the occurrence of any Manager Event of Default as described under this Section 9.01.B, said Manager Event of Default shall be deemed a “"Manager Default” " under this Agreement. C. The entering of an order, judgment or decree by any court of competent jurisdiction, on the application of a creditor, adjudicating Manager or Marriott as bankrupt or insolvent or approving a petition seeking reorganization or appointing a receiver, trustee, or liquidator of all or a substantial part of Manager’s or Marriott’s 's assets, and such order, judgment or decree’s 's continuing unstayed and in effect for an aggregate of sixty (60) days (whether or not consecutive). Upon the occurrence of any Manager Event of Default as described under this Section 9.01.C, said Manager Event of Default shall be deemed a “"Manager Default” " under this Agreement. D. The failure of Marriott or Manager or any Affiliate of either of them to make any payment required to be made by any of them in accordance with the terms of this Agreement, or any Incidental Document on or before the date due. Upon the occurrence of any Manager Event of Default as described under this Section 9.01.D, said Manager Event of Default shall be deemed a “"Manager Default” " under this Agreement if Marriott or Manager or such Affiliate fails to cure such Manager Event of Default (1) within any applicable notice and cure period, if any, provided in the document pursuant to which such payment is to be made, or (2) otherwise, eight (8) days after receipt of written notice from the other party to such document demanding such cure. E. The failure of Marriott or Manager or any Affiliate of either of them to perform, keep or fulfill any of the other covenants, undertakings, obligations or conditions set forth in this Agreement, Agreement or the occurrence of an “Event of Default” under in any Incidental Document as a result of a material breach by Marriott or Manager or any such Affiliate thereunder, on or before the date required for the same. Upon the occurrence of any Manager Event of Default as described under this Section 9.01.E, said Manager Event of Default shall be deemed a “"Manager Default” " under this Agreement if Marriott or Manager or such Affiliate fails to cure such Manager Event of Default within thirty (30) days after receipt of written notice from Tenant demanding such cure, or, if the Manager Event of Default is susceptible suscpetible of cure, but such cure cannot be accomplished within said thirty (30)-day 30) day period of time, if Marriott or Manager or such Affiliate fails to commence the cure of such Manager Event of Default within fifteen (15) days of such notice or thereafter fails to diligently pursue such efforts to completion. F. The failure of Manager to maintain insurance coverages required to be maintained by Manager under Article VI hereof (excluding insurance elected to be maintained by Tenant pursuant to Article VI Section 6.04 hereof), and such failure shall constitute a Manager Default hereunder if it continues for eight (8) days after written notice thereof from Tenant (except that no notice shall be required if any such insurance coverage shall have lapsed). G. Any material representation or warranty made by Manager or any Affiliate in this Agreement or in any Incidental Document proves to have been false in any material respect on the date when made or deemed made, and the same shall constitute a Manager Default if Manager fails to cure or change the fact or event which caused such representation or warranty to have been false when made or deemed made within fifteen (15) Business Days of receiving notice of such falseness from Tenant; , provided, however, that if such default is susceptible of cure but such cure cancan not reasonably be accomplished with the use of due diligence within such period of time and if, in addition, Manager commences to cure or cause to be cured such default within fifteen (15) Business Days after receiving notice thereof from Tenant and thereafter prosecutes the cure of such default with due diligence, such period of time shall be extended to such period of time as may be reasonably necessary to cure such default with due diligence. H. The occurrence of any other event described in this Agreement as a Manager Default, including without limitation, the events described in Section 3.02.C, or the occurrence of a Manager Default as described in the Pooling Agreement4.01.

Manager Events of Default. Each of the following shall constitute a “Manager Event of Default” to the extent permitted by applicable law: A. The filing by Manager or Marriott of a voluntary petition in bankruptcy or insolvency or a petition for reorganization under any bankruptcy law, or the admission by Manager that it is unable to pay its debts as they become due, or the institution of any proceeding by Manager for its dissolution or termination. Upon the occurrence of any Manager Event of Default as described under this Section 9.01.A, said Manager Event of Default shall be deemed a “Manager Default” under this Agreement. B. The consent by Manager or Marriott to an involuntary petition in bankruptcy or the failure to vacate, within ninety (90) days from the date of entry thereof, any order approving an involuntary petition by Manager. Upon the occurrence of any Manager Event of Default as described under this Section 9.01.B, said Manager Event of Default shall be deemed a “Manager Default” under this Agreement. C. The entering of an order, judgment or decree by any court of competent jurisdiction, on the application of a creditor, adjudicating Manager or Marriott as bankrupt or insolvent or approving a petition seeking reorganization or appointing a receiver, trustee, or liquidator of all or a substantial part of Manager’s or Marriott’s assets, and such order, judgment or decree’s continuing unstayed and in effect for an aggregate of sixty (60) days (whether or not consecutive). Upon the occurrence of any Manager Event of Default as described under this Section 9.01.C, said Manager Event of Default shall be deemed a “Manager Default” under this Agreement. D. The failure of Marriott or Manager or any Affiliate of either of them to make any payment required to be made by any of them in accordance with the terms of this Agreement, or any Incidental Document on or before the date due. Upon the occurrence of any Manager Event of Default as described under this Section 9.01.D, said Manager Event of Default shall be deemed a “Manager Default” under this Agreement if Marriott or Manager or such Affiliate fails to cure such Manager Event of Default (1) within any applicable notice and cure period, if any, provided in the document pursuant to which such payment is to be made, or (2) otherwise, eight (8) days after receipt of written notice from the other party to such document demanding such cure. E. The failure of Marriott or Manager or any Affiliate of either of them to perform, keep or fulfill any of the other covenants, undertakings, obligations or conditions set forth in this Agreement, or the occurrence of an “Event of Default” under any Incidental Document as a result of a material breach by Marriott or the Manager or any such Affiliate thereunder, on or before the date required for the same. Upon the occurrence of any Manager Event of Default as described under this Section 9.01.E, said Manager Event of Default shall be deemed a “Manager Default” under this Agreement if Marriott or Manager or such Affiliate fails to cure such Manager Event of Default within thirty (30) days after receipt of written notice from Tenant demanding such cure, or, if the Manager Event of Default is susceptible of cure, but such cure cannot be accomplished within said thirty (30)-day 30) day period of time, if Marriott or Manager or such Affiliate fails to commence the cure of such Manager Event of Default within fifteen (15) days of such notice or thereafter fails to diligently pursue such efforts to completion. F. The failure of Manager to maintain insurance coverages required to be maintained by Manager under Article VI hereof (excluding insurance elected to be maintained by Tenant pursuant to Article VI Section 6.04 hereof), and such failure shall constitute a Manager Default hereunder if it continues for eight (8) days after written notice thereof from Tenant (except that no notice shall be required if any such insurance coverage shall have lapsed). G. Any material representation or warranty made by Manager or any Affiliate in this Agreement or in any Incidental Document proves to have been false in any material respect on the date when made or deemed made, and the same shall constitute a Manager Default if Manager fails to cure or change the fact or event which caused such representation or warranty to have been false when made within fifteen (15) Business Days of receiving notice of such falseness from Tenant; , provided, however, that if such default is susceptible of cure but such cure cancan not reasonably be accomplished with the use of due diligence within such period of time and if, in addition, Manager commences to cure or cause to be cured such default within fifteen (15) Business Days after receiving notice thereof from Tenant and thereafter prosecutes the cure of such default with due diligence, such period of time shall be extended to such period of time as may be reasonably necessary to cure such default with due diligence. H. The occurrence of any other event described in this Agreement as a Manager Default, including without limitation, the events described in Section 3.02.C, or the occurrence of a Manager Default as described in the Pooling Agreement.