Common use of Owner Defaults Clause in Contracts

Owner Defaults. In case one or more of the following Owner Defaults by the Owner shall occur and be continuing: (a) 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 and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (b) the Owner shall consent to the appointment of a 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 or relating to all or substantially all of the Owner’s property; (c) the Owner shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (d) failure by the Owner to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Owner as set forth in this Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Owner by 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. In case one or more Each of the following Owner Defaults shall constitute an Event of Default by the Owner shall occur and be continuingOwner: (a) a decree The failure of Owner to pay or order 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 thirty (30) days after written notice specifying such failure is given by Operator to Owner. (b) Owner shall fail to keep, observe or perform any other material covenant, agreement, term or provision of a court this Agreement to be kept, observed or agency or supervisory authority having jurisdiction for performed by Owner (with the appointment exception of a conservator or receiver or liquidator in any insolvencysuch failure constituting an Event of Default under subsection (a), bankruptcy(c), readjustment of debt, marshalling of assets and liabilities or similar proceedings(d), or for the winding-up or liquidation (e) of its affairsthis Section 18.2), shall have been entered against the Owner and such decree or order failure shall have remained in force, undischarged or unstayed continue for a period of sixty forty-five (6045) days after notice thereof by Operator to Owner, provided that if such failure is incapable of cure within such forty-five (45) day period and if Owner shall promptly, diligently and continuously pursue the cure thereof, then Owner shall have a period of ninety (90) days after notice thereof by Operator to 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 materially negative effect on the financial performance of the Hotel. (bc) the If Owner shall apply for or consent to the appointment of a conservator or receiver receiver, trustee or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling Owner of assets and liabilities or similar proceedings of or relating to the Owner or relating to all or substantially all a substantial part of the Owner’s property; (c) the Owner shall its assets, or admit in writing its inability to pay its debts as they become come due, file make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of its creditors, take advantage of any insolvency law, or voluntarily suspend payment 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 obligations; orassets, and such order, judgment or decree shall continue unstayed and in effect for any period of one hundred (120) consecutive days. (d) failure The filing of a voluntary petition in bankruptcy or insolvency or a petition for liquidation or reorganization under any bankruptcy law by the Owner, or Owner shall consent to, acquiesce in, or fail timely to duly observe controvert, an involuntary petition in bankruptcy, insolvency or perform, in any material respect, any other covenants, obligations an involuntary petition for liquidation or agreements reorganization filed against it. (e) The filing against Owner of the a petition seeking adjudication of Owner as set forth in this Agreement which failure continues unremedied for insolvent or seeking liquidation or reorganization or appointment of a period of thirty (30) days after the date on which written notice of such failurereceiver, requiring the same to be remedied, shall have been given to the Owner by the Servicer trustee 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 liquidator 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 13.03a substantial part of Owner’s assets, 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 if 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 Purchaserpetition is not dismissed within ninety (90) days.

Owner Defaults. In case The occurrence of any one or more of the following events that continues for more than the period of grace (if any) provided below shall constitute an “Event of Default” by Owner Defaults by the hereunder, and Owner shall occur be deemed a “Defaulting Party” with respect thereto and be continuingin “Default” hereunder: (a) a decree or order If Owner shall fail to provide funds to be deposited in the Operating Accounts in accordance with the provisions of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvencySection 8.2, 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 and such decree failure shall continue for a period twenty (20) days following notice from Select that such funds are required and the reasons therefor and have not been provided within the time period herein set forth. (b) If Owner shall fail to keep, observe or order perform any other material covenant, agreement, term or provision of this Agreement and such default shall have remained in force, undischarged or unstayed continue for a period of sixty thirty (6030) days;days after notice thereof by Select to Owner. (bc) the If Owner shall consent apply for or consents to the appointment of a conservator or receiver receiver, trustee or liquidator for Owner, or for all or a substantial part of its assets, file a voluntary petition in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Owner or relating to all or substantially all of the Owner’s property; (c) the Owner shall admit in writing its inability to pay its debts as they become come due, make a general assignment for the benefit of creditors, file a petition or answer seeking reorganization or arrangement with creditors or liquidators or to take advantage of any applicable insolvency proceeding, or if any 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 statuteor liquidation of Owner or appointing a receiver, make an assignment trustee or liquidator for the benefit Owner or for all or a substantial portion of its creditorsassets, and such judgment, order or voluntarily suspend payment decree shall continue unstayed and in effect for any period of its obligations; orninety (90) consecutive days. (d) failure Any required licenses for the sale of alcoholic beverages are at any time suspended, terminated or revoked by reason of the unlicensability of Owner (as opposed to any general legislation or governmental act prohibiting the sale of alcoholic beverages in general or by the Owner to duly observe class of businesses of which the Hotel is a part) and such suspension, termination or perform, in any material respect, any other covenants, obligations or agreements of the Owner as set forth in this Agreement which failure continues unremedied revocation shall continue for a period of thirty sixty (3060) days after consecutive days. (e) If Owner shall fail to keep, observe or perform any material covenant, agreement, term or provision of the date on which written notice of Franchise Agreement; provided, however, that for such failurepurposes, requiring during the same Term, Owner shall not be deemed to be remedied, shall have been given to the Owner by 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 default 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 covenant, agreement, term or provision of the ServicerFranchise Agreement relating to Select’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 management of the Servicing Rights by the Servicing Rights PurchaserHotel.