Common use of Owner Defaults Clause in Contracts

Owner Defaults. Each of the following shall constitute an Event of Default by Owner: (a) The failure of Owner to pay or furnish to Operator any money Owner is required to pay or furnish to Operator in accordance with the terms hereof on the date the same is payable, if such failure is not cured within ten (10) days after written notice specifying such failure is given by Operator to Owner. If any sum of money is not paid within ten (10) days following the date the same becomes due and payable under this Agreement, and Operator has advanced such sum on behalf of Owner, such sum shall bear interest at the Default Rate from the date Operator advanced such sum on behalf of Owner until the date Owner actually pays such sum. If the failure to pay relates to the Services Fee, such sum shall bear interest at the Default Rate from the date due until the date actually paid. (b) The failure of Owner to perform, keep or fulfill any of the other covenants, undertakings, obligations or conditions set forth in this Agreement (other than a failure to pay or furnish to Operator any money Owner is required to pay or furnish to Operator), including without limitation, the failure of Owner to secure the possession and control of any Common Property necessary for the operation of the Hotel, or the failure of Owner to approve expenditures or to authorize procedures necessary to maintain the standards of the Hotel in accordance with the Operating Standards, if such failure shall continue for a period of thirty (30) days after written notice by Operator to Owner specifying the matters or conditions which constitute the basis for such Event of Default, provided that if such failure is incapable of cure within such thirty (30) day period, then the cure period shall be extended provided that Owner commences the cure during such initial thirty (30) day period and thereafter diligently and continuously pursues the cure thereof to completion within a reasonable time. (c) If because of a default under the Mortgage, if any, the Mortgage shall be foreclosed, or the Hotel sold in lieu of foreclosure. (d) If Owner shall apply for or consent to the appointment of a receiver, trustee or liquidator of Owner of all or a substantial part of its assets, or admit in writing its inability to pay its debts as they come due, make a general assignment for the benefit of creditors, take advantage of any insolvency law, or file an answer admitting the material allegations of a petition filed against Owner in any bankruptcy, reorganization or insolvency proceeding, or if an order, judgment or decree shall be entered by any court of competent jurisdiction, on the application of a creditor, adjudicating Owner a bankrupt or insolvent or approving a petition seeking reorganization of Owner or appointing a receiver, trustee or liquidator of Owner or of all or a substantial part of its assets, and such order, judgment or decree shall continue unstayed and in effect for any period of ninety (90) consecutive days or any similar proceedings shall be taken by or against the Owner in any other jurisdiction. (e) The filing of a voluntary petition in bankruptcy or insolvency or a petition for liquidation or reorganization under any bankruptcy law by Owner, or Owner shall consent to, acquiesce in, or fail timely to controvert, an involuntary petition in bankruptcy, insolvency or an involuntary petition for liquidation or reorganization filed against it. (f) The filing against Owner of a petition seeking adjudication of Owner as insolvent or seeking liquidation or reorganization or appointment of a receiver, trustee or liquidator of all or a substantial part of Owner’s assets, if such petition is not dismissed within ninety (90) days. (g) Failure of Owner to maintain at all times throughout the term hereof any insurance required to be maintained by Owner under ARTICLE 13, if such failure is not cured within fifteen (15) days after written notice specifying such failure is given by Operator to Owner.

Owner Defaults. Each of the following shall constitute an Event of Default by Owner: (a) The failure of Owner to pay or furnish to Operator any money Owner is required to pay or furnish to Operator in accordance with the terms hereof on the date the same is payable, if such failure is not cured within ten thirty (1030) days after written notice specifying such failure is given by Operator to Owner. If any sum of money is not paid within ten (10) days following the date the same becomes due and payable under this Agreement, and Operator has advanced such sum on behalf of Owner, such sum shall bear interest at the Default Rate from the date Operator advanced such sum on behalf of Owner until the date Owner actually pays such sum. If the failure to pay relates to the Services Fee, such sum shall bear interest at the Default Rate from the date due until the date actually paid. (b) The failure Owner shall fail to keep, observe or perform any other material covenant, agreement, term or provision of Owner to perform, keep or fulfill any of the other covenants, undertakings, obligations or conditions set forth in this Agreement to be kept, observed or performed by Owner (other than a with the exception of any such failure to pay or furnish to Operator any money Owner is required to pay or furnish to Operatorconstituting an Event of Default under subsection (a), including without limitation(c), the failure of Owner to secure the possession and control of any Common Property necessary for the operation of the Hotel(d), or the failure (e) of Owner to approve expenditures or to authorize procedures necessary to maintain the standards of the Hotel in accordance with the Operating Standardsthis Section 18.2), if and such failure shall continue for a period of thirty forty-five (3045) days after written notice thereof by Operator to Owner specifying the matters or conditions which constitute the basis for such Event of DefaultOwner, provided that if such failure is incapable of cure within such thirty forty-five (30) day period, then the cure period shall be extended provided that Owner commences the cure during such initial thirty (3045) day period and thereafter if Owner shall promptly, diligently and continuously pursues pursue the cure thereof, then Owner shall have a period of ninety (90) days after notice thereof by Operator to completion Owner within which to effectuate the cure. If, at the end of such ninety (90) day period the cure has not been effectuated notwithstanding Owner’s diligent and continuous attempts to cure, then at the request of Owner, Operator shall extend the cure period for up to an additional ninety (90) days, if in Operator’s reasonable opinion, the default is capable of cure within such additional period as Owner may permit and the extension will not have a reasonable timematerially negative effect on the financial performance of the Hotel. (c) If because of a default under the Mortgage, if any, the Mortgage shall be foreclosed, or the Hotel sold in lieu of foreclosure. (d) If Owner shall apply for or consent to the appointment of a receiver, trustee or liquidator of Owner of all or a substantial part of its assets, or admit in writing its inability to pay its debts as they come due, make a general assignment for the benefit of creditors, take advantage of any insolvency law, or file an answer admitting the material allegations of a petition filed against Owner in any bankruptcy, reorganization or insolvency proceeding, or if an order, judgment or decree shall be entered by any court of competent jurisdiction, on the application of a creditor, adjudicating Owner a bankrupt or insolvent or approving a petition seeking reorganization of Owner or appointing a receiver, trustee or liquidator of Owner or of all or a substantial part of its assets, and such order, judgment or decree shall continue unstayed and in effect for any period of ninety one hundred (90120) consecutive days or any similar proceedings shall be taken by or against the Owner in any other jurisdictiondays. (ed) The filing of a voluntary petition in bankruptcy or insolvency or a petition for liquidation or reorganization under any bankruptcy law by Owner, or Owner shall consent to, acquiesce in, or fail timely to controvert, an involuntary petition in bankruptcy, insolvency or an involuntary petition for liquidation or reorganization filed against it. (fe) The filing against Owner of a petition seeking adjudication of Owner as insolvent or seeking liquidation or reorganization or appointment of a receiver, trustee or liquidator of all or a substantial part of Owner’s assets, if such petition is not dismissed within ninety (90) days. (g) Failure of Owner to maintain at all times throughout the term hereof any insurance required to be maintained by Owner under ARTICLE 13, if such failure is not cured within fifteen (15) days after written notice specifying such failure is given by Operator to Owner.

Owner Defaults. Each In case one or more of the following Owner Defaults by the Owner shall constitute an Event of Default by Owneroccur and be continuing: (a) The failure a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Owner to pay and such decree or furnish to Operator any money Owner is required to pay order shall have remained in force, undischarged or furnish to Operator in accordance with the terms hereof on the date the same is payable, if such failure is not cured within ten unstayed for a period of sixty (1060) days after written notice specifying such failure is given by Operator to Owner. If any sum of money is not paid within ten (10) days following the date the same becomes due and payable under this Agreement, and Operator has advanced such sum on behalf of Owner, such sum shall bear interest at the Default Rate from the date Operator advanced such sum on behalf of Owner until the date Owner actually pays such sum. If the failure to pay relates to the Services Fee, such sum shall bear interest at the Default Rate from the date due until the date actually paid.days; (b) The failure of Owner to perform, keep or fulfill any of the other covenants, undertakings, obligations or conditions set forth in this Agreement (other than a failure to pay or furnish to Operator any money Owner is required to pay or furnish to Operator), including without limitation, the failure of Owner to secure the possession and control of any Common Property necessary for the operation of the Hotel, or the failure of Owner to approve expenditures or to authorize procedures necessary to maintain the standards of the Hotel in accordance with the Operating Standards, if such failure shall continue for a period of thirty (30) days after written notice by Operator to Owner specifying the matters or conditions which constitute the basis for such Event of Default, provided that if such failure is incapable of cure within such thirty (30) day period, then the cure period shall be extended provided that Owner commences the cure during such initial thirty (30) day period and thereafter diligently and continuously pursues the cure thereof to completion within a reasonable time. (c) If because of a default under the Mortgage, if any, the Mortgage shall be foreclosed, or the Hotel sold in lieu of foreclosure. (d) If Owner shall apply for or consent to the appointment of a receiver, trustee conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Owner of or relating to all or a substantial part substantially all of its assets, or the Owner’s property; (c) the Owner shall admit in writing its inability to pay its debts as they come become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make a general an assignment for the benefit of its creditors, take advantage or voluntarily suspend payment of any insolvency lawits obligations; or (d) failure by the Owner to duly observe or perform, or file an answer admitting the material allegations of a petition filed against Owner in any bankruptcymaterial respect, reorganization any other covenants, obligations or insolvency proceeding, or if an order, judgment or decree shall be entered by any court agreements of competent jurisdiction, on the application of Owner as set forth in this Agreement which failure continues unremedied for a creditor, adjudicating Owner a bankrupt or insolvent or approving a petition seeking reorganization of Owner or appointing a receiver, trustee or liquidator of Owner or of all or a substantial part of its assets, and such order, judgment or decree shall continue unstayed and in effect for any period of ninety thirty (90) consecutive days or any similar proceedings shall be taken by or against the Owner in any other jurisdiction. (e) The filing of a voluntary petition in bankruptcy or insolvency or a petition for liquidation or reorganization under any bankruptcy law by Owner, or Owner shall consent to, acquiesce in, or fail timely to controvert, an involuntary petition in bankruptcy, insolvency or an involuntary petition for liquidation or reorganization filed against it. (f) The filing against Owner of a petition seeking adjudication of Owner as insolvent or seeking liquidation or reorganization or appointment of a receiver, trustee or liquidator of all or a substantial part of Owner’s assets, if such petition is not dismissed within ninety (90) days. (g) Failure of Owner to maintain at all times throughout the term hereof any insurance required to be maintained by Owner under ARTICLE 13, if such failure is not cured within fifteen (1530) days after the date on which written notice specifying of such failure is failure, requiring the same to be remedied, shall have been given to the Owner by Operator the Servicer or the Servicing Rights Purchaser; then, and in each and every such case, so long as an Owner Default shall not have been remedied, the Servicer or the Servicing Rights Purchaser, by notice in writing to the Owner, may, in addition to whatever rights the Servicer or Servicing Rights Purchaser may have at law or equity to damages, including injunctive relief and specific performance, either (1) terminate this Agreement if any of the Owner Defaults described in clauses (a), (b) or (c) above occurs or (2) terminate its servicing obligations with respect to any Mortgage Loan affected by the occurrence of an Owner Default described in clause (d) above (an “Affected Mortgage Loan”). The Owner agrees to cooperate with the Servicer and Servicing Rights Purchaser and any successor servicer in effecting the termination of the Servicer’s responsibilities and rights hereunder with respect to the Mortgage Loans or any Affected Mortgage Loan, including, without limitation, the transfer to such successor for administration by it of all amounts which shall at the time be credited by the Servicer to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. If the Servicer elects to terminate its rights and obligations under this Agreement pursuant to this Subsection 13.03, the Owner shall reimburse the Servicer for all accrued and unpaid Servicing Fees and all outstanding Servicing Advances associated with the Mortgage Loans or Affected Mortgage Loans, as applicable, provided that the Owner may offset against such reimbursement any amounts payable by the Servicer to the Owner pursuant to this Agreement. In no event will any Owner Default affect the ownership of the Servicing Rights by the Servicing Rights Purchaser.

Owner Defaults. Each The occurrence of any one or more of the following events shall constitute an event of default by Owner hereunder (an “Owner Event of Default by Owner:Default”):‌ (a) The failure of Owner fails to pay or furnish to Operator Contractor any money Owner required payment which is required to pay or furnish to Operator not in accordance with the terms hereof on the date the same is payabledispute, if and such failure is not cured within ten continues for fourteen (1014) days after receipt of written notice specifying of such failure is given by Operator to Owner. If any sum of money is not paid within ten (10) days following the date the same becomes due and payable under this Agreement, and Operator has advanced such sum on behalf of Owner, such sum shall bear interest at the Default Rate from the date Operator advanced such sum on behalf of Owner until the date Owner actually pays such sum. If the failure to pay relates to the Services Fee, such sum shall bear interest at the Default Rate from the date due until the date actually paid.failure; (b) The failure Any representation or warranty of Owner proves to performbe false or materially misleading when made, keep unless (i) the fact, circumstance or fulfill any condition that is the subject of such representation or warranty is made true within thirty (30) days after Contractor has given notice thereof to Owner; provided, however, that if the other covenantsfact, undertakings, obligations circumstance or conditions set forth in this Agreement condition that is the subject of such representation or warranty can be corrected but not within such thirty (other than a failure to pay or furnish to Operator any money 30) day period and if Owner is required to pay or furnish to Operator), including without limitation, the failure of Owner to secure the possession and control of any Common Property necessary for the operation of the Hotel, or the failure of Owner to approve expenditures or to authorize procedures necessary to maintain the standards of the Hotel in accordance with the Operating Standards, if within such failure shall continue for a period of thirty (30) days commences, and thereafter diligently proceeds, to correct the fact, circumstance or condition that is the subject of such representation or warranty, such period shall be extended for such further period as shall be necessary for Owner to diligently correct the same, and (ii) such cure removes any adverse effect on Contractor of such fact, circumstance or condition being otherwise than as first represented, or such fact, circumstance or condition being otherwise than as first represented demonstrably does not adversely affect Contractor. (c) A Bankruptcy Event of Default occurs with respect to Owner; or (d) Except as otherwise expressly provided for in this Section 12.2, Owner is in breach of any material obligation under this Agreement and such failure continues for thirty (30) days after receipt of written notice by Operator to Owner specifying the matters or conditions which constitute the basis for such Event of Defaultfrom Contractor, provided provided, however, that if such failure the fact, circumstance or condition that is incapable the cause of cure the breach can be corrected but not reasonably within such thirty (30) day period, then the cure period shall be extended provided that Owner commences the cure during such initial thirty (30) day period and thereafter diligently and continuously pursues the cure thereof to completion if Owner within a reasonable time. (c) If because of a default under the Mortgage, if any, the Mortgage shall be foreclosed, or the Hotel sold in lieu of foreclosure. (d) If Owner shall apply for or consent to the appointment of a receiver, trustee or liquidator of Owner of all or a substantial part of its assets, or admit in writing its inability to pay its debts as they come due, make a general assignment for the benefit of creditors, take advantage of any insolvency law, or file an answer admitting the material allegations of a petition filed against Owner in any bankruptcy, reorganization or insolvency proceeding, or if an order, judgment or decree shall be entered by any court of competent jurisdiction, on the application of a creditor, adjudicating Owner a bankrupt or insolvent or approving a petition seeking reorganization of Owner or appointing a receiver, trustee or liquidator of Owner or of all or a substantial part of its assets, and such order, judgment or decree shall continue unstayed and in effect for any period of ninety (90) consecutive days or any similar proceedings shall be taken by or against the Owner in any other jurisdiction. (e) The filing of a voluntary petition in bankruptcy or insolvency or a petition for liquidation or reorganization under any bankruptcy law by Owner, or Owner shall consent to, acquiesce in, or fail timely to controvert, an involuntary petition in bankruptcy, insolvency or an involuntary petition for liquidation or reorganization filed against it. (f) The filing against Owner of a petition seeking adjudication of Owner as insolvent or seeking liquidation or reorganization or appointment of a receiver, trustee or liquidator of all or a substantial part of Owner’s assets, if such petition is not dismissed within ninety (90) days. (g) Failure of Owner to maintain at all times throughout the term hereof any insurance required to be maintained by Owner under ARTICLE 13, if such failure is not cured within fifteen (15) days after written notice specifying such failure is given by Operator to Owner.thirty