Common use of MANAGER’S TERMINATION RIGHTS Clause in Contracts

MANAGER’S TERMINATION RIGHTS. 18.1 Default - No Opportunity to Cure. The following are events of material default by Owner, which entitle Manager, in addition to and cumulative of any and all rights and remedies available to Manager under this Agreement, at law or in equity, to terminate this Agreement upon notice to Owner without Owner having the opportunity to cure the default: (a) With respect to the Owner or the Project: (i) willful failure to deliver to Manager a copy of any notice of default received from any Person who has the right to declare a default under any Encumbrance, Mortgage or ground or land lease; or (ii) upon Manager’s reasonable request, failure to provide additional information with respect to such alleged default or any action or proceeding related to it; or (iii) the commencement of proceedings to foreclose any Encumbrance or Mortgage that are not dismissed within 30 days. (b) Any representations or warranties made by Owner in this Agreement prove to be materially untrue at the time they were made or Owner materially breaches any of the representations or warranties given by Owner in this Agreement. The effective date of termination for a default under this Section is the date set forth in Manager’s notice. 18.2 Default - Opportunity to Cure. The following, without limitation, are events of material default by Owner, which entitle Manager, in addition to and cumulative of any and all rights and remedies available to Manager under this Agreement, at law or in equity, to terminate this Agreement upon notice to Owner, subject to Owner’s right to cure. The cure period for any default, unless stated otherwise, is thirty (30) days from the receipt of the notice. (a) Failure to pay any past due fees or other amounts owed to Manager or its Affiliates within ten (10) days after notice, provided that such failure is not a result of Manager’s failure to make such payments even though Manager had access to sufficient funds in the Operating Account and the Reserve Fund Account. (b) Failure to provide funds to Manager or to the Operating Account or Reserve Fund Account in accordance with the terms of this Agreement, and the continuation of such failure for ten (10) business days after notice of such failure. (c) Failure to comply with: (i) any other material provision of this Agreement; or (ii) a sufficient number of non-material provisions which, collectively, constitute materiality or evidence a disregard for Owner’s obligations under this Agreement, provided, however, if such default is such that it cannot reasonably be cured within thirty (30) days, Manager may not terminate this Agreement as long as Owner begins the cure within the thirty (30) days and proceeds diligently and in good faith to accomplish the cure within a period not to exceed one hundred eighty (180) days. (d) Failure to provide evidence that Owner has obtained any insurance coverage required to be obtained by Owner pursuant to this Agreement. (e) Failure to approve any Capital Improvements necessary to allow the Hotel to be Operated in accordance with this Agreement, and, once approved, failure to complete them. (f) The occurrence of an Ownership Transfer in violation of this Agreement. The effective date of any termination under this Section is the date specified in Manager’s termination notice.

MANAGER’S TERMINATION RIGHTS. 18.1 Default - No Opportunity to Cure. The following are events of material default by Owner, which entitle Manager, in addition to and cumulative of any and all rights and remedies available to Manager under this Agreement, at law or in equity, to terminate this Agreement upon notice to Owner without Owner having the opportunity to cure the default: (a) With respect to the Owner or the Project: (i) willful failure to deliver to Manager a copy of any notice of default received from any Person who has the right to declare a default under any Encumbrance, Mortgage or ground or land lease; or (ii) upon Manager’s reasonable request, failure to provide additional information with respect to such alleged default or any action or proceeding related to it; or (iii) the commencement of proceedings to foreclose any Encumbrance or Mortgage that are not dismissed within 30 days. (b) Any representations or warranties made by Owner in this Agreement prove to be materially untrue at the time they were made or Owner materially breaches any of the representations or warranties given by Owner in this Agreement. The effective date of termination for a default under this Section is the date set forth in Manager’s notice. 18.2 Default - Opportunity to Cure. The following, without limitation, are events of material default by Owner, which entitle Manager, in addition to and cumulative of any and all rights and remedies available to Manager under this Agreement, at law or in equity, to terminate this Agreement upon notice to Owner, subject to Owner’s right to cure. The cure period for any default, unless stated otherwise, is thirty (30) days from the receipt of the notice. (a) Failure to pay any past due fees or other amounts owed to Manager or its Affiliates within ten (10) days after notice, provided that such failure is not a result of Manager’s failure to make such payments even though Manager had access to sufficient funds in the Operating Account and the Reserve Fund Account. (b) Failure to provide funds to Manager or to the Operating Operating. Account or Reserve Fund Account in accordance with the terms of this Agreement, and the continuation of such failure for ten (10) business days after notice of such failure. (c) Failure to comply with: (i) any other material provision of this Agreement; or (ii) a sufficient number of non-material provisions which, collectively, constitute materiality or evidence a disregard for Owner’s obligations under this Agreement, provided, however, if such default is such that it cannot reasonably be cured within thirty (30) days, Manager may not terminate this Agreement as long as Owner begins the cure within the thirty (30) days and proceeds diligently and in good faith to accomplish the cure within a period not to exceed one hundred eighty (180) days. (d) Failure to provide evidence that Owner has obtained any insurance coverage required to be obtained by Owner pursuant to this Agreement. (e) Failure to approve any Capital Improvements necessary to allow the Hotel to be Operated in accordance with this Agreement, and, once approved, failure to complete them. (f) The occurrence of an Ownership Transfer in violation of this Agreement. The effective date of any termination under this Section is the date specified in Manager’s termination notice.