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 one or more Each of the following Owner Defaults shall constitute an Event of Default by the Owner shall occur and be continuingOwner: (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 decree failure to pay or order furnish to Operator any money Owner is required to pay or furnish to Operator), including without limitation, the failure of a court or agency or supervisory authority having jurisdiction Owner to secure the possession and control of any Common Property necessary for the appointment operation of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedingsthe Hotel, or for the winding-up failure of Owner to approve expenditures or liquidation to authorize procedures necessary to maintain the standards of its affairsthe Hotel in accordance with the Operating Standards, if such failure shall have been entered against the Owner and such decree or order shall have remained in force, undischarged or unstayed continue for a period of sixty thirty (6030) days;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. (bc) 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 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 ninety (90) consecutive days or any similar proceedings shall be taken by or against the Owner in any other jurisdiction. (de) 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 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 duly observe or performmaintain at all times throughout the term hereof any insurance required to be maintained by Owner under ARTICLE 13, in any material respect, any other covenants, obligations or agreements of the Owner as set forth in this Agreement which if such failure continues unremedied for a period of thirty is not cured within fifteen (3015) days after the date on which written notice of specifying such failure, requiring the same failure is given by Operator 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 The occurrence of any one or more of the following events shall constitute an event of default by Owner Defaults by the hereunder (an “Owner shall occur and be continuing:Event of Default”):‌ (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 Owner fails to pay to Contractor any required payment which is not in any insolvencydispute, 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 failure continues for a period fourteen (14) days after receipt of sixty (60) dayswritten notice of such failure; (b) the Any representation or warranty of Owner shall consent proves to the appointment of a conservator be false or receiver or liquidator in any insolvencymaterially misleading when made, 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; unless (ci) the fact, circumstance or 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 fact, circumstance or condition that is the subject of such representation or warranty can be corrected but not within such thirty (30) day period and if 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 within such period of thirty (30) days after commences, and thereafter diligently proceeds, to correct the date on which written notice fact, circumstance or condition that is the subject of such failurerepresentation or warranty, requiring such period shall be extended for such further period as shall be necessary for Owner to diligently correct the same to be remedied, shall have been given to the Owner by the Servicer or the Servicing Rights Purchaser; thensame, and in each and every (ii) such casecure removes any adverse effect on Contractor of such fact, so long circumstance or condition being otherwise than as an Owner Default shall first represented, or such fact, circumstance or condition being otherwise than as first represented demonstrably does 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 adversely affect Contractor. (c) above A Bankruptcy Event of Default occurs or (2) terminate its servicing obligations with respect to any Mortgage Loan affected by the occurrence of an Owner Default described in clause Owner; or (d) above (an “Affected Mortgage Loan”). The Except as otherwise expressly provided for in this Section 12.2, Owner agrees to cooperate with the Servicer and Servicing Rights Purchaser and is in breach of 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 material obligation under this Agreement pursuant to this Subsection 13.03and such failure continues for thirty (30) days after receipt of written notice from Contractor, provided, however, that if the Owner shall reimburse fact, circumstance or condition that is 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 cause of the Servicing Rights by the Servicing Rights Purchaser.breach can be corrected but not reasonably within such thirty (30) day period and if Owner within such period of thirty