Common use of Termination by Manager Clause in Contracts

Termination by Manager. If any of the following events shall happen: (a) Lessee shall fail to provide funds to be deposited in the Local Operating Account in accordance with the provisions of Section 7.02 within ten (10) days after Manager's request for such additional funds, and such failure continues for an additional ten (10) day period after written notice by Manager to Lessee that such funds have not yet been received; (b) Lessee shall fail to keep, observe or perform any other material covenant, agreement, term or provision of this Agreement to be kept, observed or performed by Lessee, and such default shall continue for a period of thirty (30) days after notice thereof by Manager to Lessee; (c) [Intentionally Deleted.] (d) Lessee shall apply for or consent to the appointment of a receiver, trustee or liquidator of Lessee or of all or a substantial part of its assets, file a voluntary petition in bankruptcy or admit in writing its inability to pay its debts as they come due, make a general assignment for the benefit of creditors, file a petition or an answer seeking reorganization or arrangement with creditors or to take advantage of any insolvency law, or file an answer admitting the material allegations of a petition filed against Lessee 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 Lessee a bankrupt or insolvent or approving a petition seeking reorganization of Lessee or appointing a receiver, trustee or liquidator of Lessee or of all or a substantial part of the assets of Lessee, and such order, judgment or decree shall continue unstayed and in effect for any period of sixty (60) consecutive days; (e) if because of a default under the Ground Lease (if any) or the Mortgage, the Ground Lease shall be terminated or the Mortgage shall be foreclosed (or the Hotel sold in lieu of foreclosure) or such steps shall be taken to terminate the Ground Lease or foreclose on the Mortgage such that Manager's ability to manage the Hotel shall be materially adversely affected; or (f) Lessee shall be in default under the License Agreement and such default shall have continued after the expiration of any applicable grace period with respect thereto or the License Agreement shall have been terminated, then Manager shall have the right to terminate this Agreement upon written notice to Lessee given at any time following the occurrence of any such event, or if a period of grace is provided, then following the expiration of the applicable period, and while such event shall be continuing, and this Agreement shall terminate upon the date specified therein, which date shall be not less than thirty (30) days nor more than seventy-five (75) days after the date of the giving of such notice.

Termination by Manager. If any of the following events shall happen: (a) Lessee shall fail a. Subject to provide funds to be deposited in the Local Operating Account in accordance with the provisions of Section 7.02 within ten (10) days after Manager's request for such additional funds7.3, and such failure continues for an additional ten (10) day period after written notice by Manager to Lessee that such funds have not yet been received; (b) Lessee if Owner shall fail to keep, observe or perform any other material covenant, agreement, term or provision of this Agreement to be kept, observed or performed by LesseeOwner, and such default shall continue for a period of thirty (30) days after notice thereof by Manager to Lessee;Owner, then Manager shall have the right to terminate this Agreement upon written notice to Owner given at any time following the occurrence of such event, or if an additional grace period is provided beyond such 30-day period, then following the expiration of such grace period. Any such termination shall be effective upon the date specified in such written notice, which date shall not be less than thirty (30) days nor more than sixty (60) days after the date of the giving of such notice. (c) [Intentionally Deleted.] (d) Lessee b. If Owner shall apply for or consent to the appointment of a receiver, trustee or liquidator of Lessee Owner or of all or a substantial part of its assets, file a voluntary petition in bankruptcy or admit in writing its inability to pay its debts as they come due, make a general assignment for the benefit of creditors, file a petition or an answer seeking reorganization or arrangement with creditors or to take advantage of any insolvency law, or file an answer admitting the material allegations of a petition filed against Lessee Owner in any bankruptcy, reorganization or insolvency proceeding, or if an order, judgment ,judgm ent or decree shall be entered by any court of competent jurisdiction, on the application of a creditor, adjudicating Lessee Owner a bankrupt or insolvent or approving a petition seeking reorganization of Lessee Owner or appointing a receiver, trustee or liquidator of Lessee Owner or of all or a substantial part of the assets of LesseeOwner, and such order, judgment or decree shall continue unstayed and in effect for any period of sixty (60) consecutive days; (e) if because of a default under the Ground Lease (if any) or the Mortgage, the Ground Lease shall be terminated or the Mortgage shall be foreclosed (or the Hotel sold in lieu of foreclosure) or such steps shall be taken to terminate the Ground Lease or foreclose on the Mortgage such that Manager's ability to manage the Hotel shall be materially adversely affected; or (f) Lessee shall be in default under the License Agreement and such default shall have continued after the expiration of any applicable grace period with respect thereto or the License Agreement shall have been terminated, then Manager shall have the right to terminate this Agreement upon written notice to Lessee Owner given at any time following the occurrence of any such event, or if a period of grace is provided, then following the expiration of the applicable grace period, and while . Any such event termination shall be continuing, and this Agreement shall terminate effective upon the date specified thereinin such written notice, which date shall not be not less than thirty (30) days nor more than seventy-five sixty (7560) days after the date of the giving of such notice. c. Manager shall also have the right to cancel this Agreement for any reason, upon thirty (30) days written notice to Owner.

Termination by Manager. If any of the following events shall happen: (a) Lessee shall fail a. Subject to provide funds to be deposited in the Local Operating Account in accordance with the provisions of Section 7.02 within ten (10) days after Manager's request for such additional funds7.3, and such failure continues for an additional ten (10) day period after written notice by Manager to Lessee that such funds have not yet been received; (b) Lessee if Owner shall fail to keep, observe or perform any other material covenant, agreement, term or provision of this Agreement to be kept, observed or performed by LesseeOwner, and such default shall continue for a period of thirty (30) days after notice thereof by Manager to Lessee;Owner, then Manager shall have the right to tenninate this Agreement upon written notice to Owner given at any time following the occurrence of such event, or if an additional grace period is provided beyond such 30-day period, then following the expiration of such grace period. Any such termination shall be effective upon the date specified in such written notice, which date shall not be less than thirty (30) days nor more than sixty (60) days after the date of the giving of such notice. (c) [Intentionally Deleted.] (d) Lessee b. If Owner shall apply for or consent to the appointment of a receiver, trustee or liquidator of Lessee Owner or of all or a substantial part of its assets, file a voluntary petition in bankruptcy or admit in writing its inability to pay its debts as they come due, make a general assignment for the benefit of creditors, file a petition or an answer seeking reorganization or arrangement with creditors or to take advantage of any insolvency law, or file an answer admitting the material allegations of a petition filed against Lessee Owner in any bankruptcy, reorganization or insolvency proceeding, or if an ifan order, judgment ,judg m ent or decree shall be entered by any court of competent jurisdiction, on the application of a creditor, adjudicating Lessee Owner a bankrupt or insolvent or approving a petition seeking reorganization of Lessee Owner or appointing a receiver, trustee or liquidator of Lessee Owner or of all or a substantial part of the assets of LesseeOwner, and such order, judgment or decree shall continue unstayed and in effect for any period of sixty (60) consecutive days; (e) if because of a default under the Ground Lease (if any) or the Mortgage, the Ground Lease shall be terminated or the Mortgage shall be foreclosed (or the Hotel sold in lieu of foreclosure) or such steps shall be taken to terminate the Ground Lease or foreclose on the Mortgage such that Manager's ability to manage the Hotel shall be materially adversely affected; or (f) Lessee shall be in default under the License Agreement and such default shall have continued after the expiration of any applicable grace period with respect thereto or the License Agreement shall have been terminated, then Manager shall have the right to terminate this Agreement upon written notice to Lessee Owner given at any time following the occurrence of any such event, or if a period of grace is provided, then following the expiration of the applicable grace period, and while . Any such event termination shall be continuing, and this Agreement shall terminate effective upon the date specified thereinin such written notice, which date shall not be not less than thirty (30) days nor more than seventy-five sixty (7560) days after the date of the giving of such notice. c. Manager shall also have the right to cancel this Agreement for any reason, upon thirty (30) days written notice to Owner.

Termination by Manager. If Subject to Section 2.4, Manager may terminate this Agreement immediately upon written notice to Company in the event of any of the following trigger events shall happenby Company: (ai) Lessee Company fails to pay to Manager any amounts due under this Agreement (other than any amounts which are the subject of a bona fide dispute) for ninety (90) days or more after such payment is due; provided this termination right shall fail not be available to provide funds Manager unless Manager has provided Company with notice of such payment failure at least sixty (60) days prior to be deposited in the Local Operating Account in accordance termination under this Section 2.2(a)(i); (ii) a material default or material breach by Company under this Agreement that (A) is not reasonably curable or (B) if reasonably curable, is not cured by Company within sixty (60) days after written notice thereof from Manager to Company; (iii) Manager and its Affiliates collectively hold Proportionate Interests of less than [***]% and Manager has provided Company with the provisions of Section 7.02 within at least ten (10) days after Manager's request business days’ written notice of its intention to terminate this Agreement; (iv) a dissolution, liquidation or winding up of Company; (v) commencement of proceedings by Company to be adjudicated a voluntary bankrupt, or Company’s consent to the filing of a bankruptcy proceeding against it; (vi) Company files a petition, proposal or answer or consent seeking reorganization, readjustment, arrangement, composition or similar relief under any bankruptcy Law or makes an assignment for such additional fundsthe benefit of its creditors generally; (vii) Company consents to the appointment of a receiver, liquidator, trustee or assignee in bankruptcy over all or substantially all of its assets; (viii) any proceeding with respect to Company is commenced under Chapter 11 of the United States Bankruptcy Code or similar legislation relating to a compromise or arrangement with creditors or claimants, and such failure continues for an additional ten (10) day period after written notice by Manager proceeding has not been stayed or terminated prior to Lessee that such funds have not yet been received; (b) Lessee shall fail to keep, observe or perform any other material covenant, agreement, term or provision of this Agreement to be kept, observed or performed by Lessee, and such default shall continue for a period the expiry of thirty (30) days after notice thereof by Manager to Lessee; (c) [Intentionally Deleted.] (d) Lessee shall apply for or consent to the appointment of a receiver, trustee or liquidator of Lessee or of all or a substantial part of its assets, file a voluntary petition in bankruptcy or admit in writing its inability to pay its debts as they come due, make a general assignment for the benefit of creditors, file a petition or an answer seeking reorganization or arrangement with creditors or to take advantage of any insolvency law, or file an answer admitting the material allegations of a petition filed against Lessee 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 Lessee a bankrupt or insolvent or approving a petition seeking reorganization of Lessee or appointing a receiver, trustee or liquidator of Lessee or of all or a substantial part of the assets of Lessee, and such order, judgment or decree shall continue unstayed and in effect for any period of sixty (60) consecutive days; (e) if because of a default under the Ground Lease (if any) or the Mortgage, the Ground Lease shall be terminated or the Mortgage shall be foreclosed (or the Hotel sold in lieu of foreclosure) or such steps shall be taken to terminate the Ground Lease or foreclose on the Mortgage such that Manager's ability to manage the Hotel shall be materially adversely affectedproceeding has been commenced; or (fix) Lessee shall be in default under the License Agreement and such default shall have continued after the expiration of any applicable grace period with respect thereto Company purports to assign or the License Agreement shall have been terminated, then Manager shall have the right to terminate transfer this Agreement upon written notice to Lessee given at or any time following the occurrence of any such event, right or if a period of grace is provided, then following the expiration of the applicable period, and while such event shall be continuing, and this Agreement shall terminate upon the date specified therein, which date shall be not less than thirty (30) days nor more than seventy-five (75) days after the date of the giving of such noticeinterest herein except in accordance with Section 16.

Termination by Manager. If at any time or from time to time during the Term any of the following events shall happenoccur and not be remedied within the applicable period of time herein specified, namely: (aA) Lessee shall fail to provide funds to be deposited in the Local Operating Account in accordance with the provisions of Section 7.02 within ten (10) days after Manager's request for such additional funds, and such failure continues for an additional ten (10) day period after written notice by Manager to Lessee that such funds have not yet been received; (b) Lessee Owner shall fail to keep, observe observe, or perform any other material covenant, agreement, term or provision of this Agreement to be kept, observed observed, or performed by Lessee, Owner (except for a payment default described in Section 8.2(b) below) and such default shall continue for a period of thirty sixty (3060) days after written notice thereof by Manager Owner to LesseeManager; (cB) [Intentionally Deleted.]Owner shall fail to make any payment required hereunder and such default shall continue for a period of sixty (60) days after written notice from Owner to Manager; (dC) Lessee The Facility or any portion thereof shall be damaged or destroyed by fire or other casualty and (i) Owner shall fail to undertake to repair, restore, rebuild, or replace any such damage or destruction within forty-five (45) days after such fire or other casualty, or shall fail to complete such work diligently, and (ii) Owner shall fail to permit Manager to undertake to repair, restore, rebuild, or replace, at Owner's expense, any such damage or destruction within forty-five (45) days after such fire or other casualty; (D) Owner shall apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of Lessee Owner or of all or a substantial part of its assets, file a voluntary petition in bankruptcy or admit in writing its inability to pay its debts as they come become due, make a general assignment for the benefit of creditors, file a petition or an any answer seeking reorganization or arrangement with creditors or to take advantage of any insolvency law, or file an answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding, or if an order, judgment or decree shall be entered by any a court of competent jurisdiction, on the application of a creditor, adjudicating Lessee a Owner bankrupt or insolvent or approving a petition seeking reorganization of Lessee or appointing a receiver, trustee trustee, or liquidator of Lessee or of Owner with respect to all or a substantial part of the assets of LesseeOwner, and such order, judgment or decree shall continue unstayed and in effect for any period of sixty ninety (6090) consecutive days; (eE) if because Any license for the Facility or the Lease is at any time suspended, terminated, or revoked and such suspension, termination, or revocation shall continue unstayed and in effect for a period of thirty (30) consecutive days; or (F) Facility Funds shall be insufficient for the payment of the Base Management Fees to Manager pursuant to Article V hereof for a default under period of at least two consecutive fiscal quarters (other than as a result of the Ground Lease mismanagement or other act or omission of Manager); then in case of any such event and upon the expiration of the period of grace (if any) or the Mortgageapplicable thereto, the Ground Lease term of this Agreement shall be terminated or the Mortgage shall be foreclosed (or the Hotel sold in lieu of foreclosure) or such steps shall be taken to terminate the Ground Lease or foreclose on the Mortgage such that expire, at Manager's ability to manage the Hotel shall be materially adversely affected; or option and upon ten (f10) Lessee shall be in default under the License Agreement and such default shall have continued after the expiration of any applicable grace period with respect thereto or the License Agreement shall have been terminated, then Manager shall have the right to terminate this Agreement upon days written notice to Lessee given at any time following the occurrence of any such event, or if a period of grace is provided, then following the expiration of the applicable period, Owner and while such event shall be continuing, and this Agreement shall terminate upon the date specified therein, which date shall be not less than thirty (30) days nor more than seventy-five (75) days after the date of the giving of such noticeLessor.

Termination by Manager. If Manager may unilaterally terminate this Agreement, with such termination to be effective on a date chosen by Manager of which Corporation has been given at least ninety (90) days' prior written notice, if at any time or from time-to-time during the term of this Agreement any of the following events ("Event of Default of Corporation") shall happenoccur: (a) Lessee shall fail to provide funds to be deposited in If the Local Operating Account in accordance with the provisions of Section 7.02 within ten (10) days after Manager's request for such additional funds, and such failure continues for an additional ten (10) day period after written notice by Manager to Lessee that such funds have not yet been received; (b) Lessee shall fail to keep, observe or perform any other material covenant, agreement, term or provision of this Agreement to be kept, observed or performed by Lessee, and such default shall continue for a period of thirty (30) days after notice thereof by Manager to Lessee; (c) [Intentionally Deleted.] (d) Lessee Corporation shall apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of Lessee the Corporation or of all or a substantial part of its assets, file a voluntary petition in bankruptcy or admit in writing its inability to pay its debts as they come due, make a general assignment for the benefit of creditors, file a petition or an answer seeking reorganization or arrangement with creditors or to take advantage of any insolvency law, or file an answer admitting the material allegations of a petition filed against Lessee the Corporation in any bankruptcy, reorganization reorganization, or insolvency proceeding, or if an order, judgment judgment, or decree shall be entered by any court of competent jurisdiction, on the application of a creditor, adjudicating Lessee the Corporation a bankrupt or insolvent or approving a petition seeking reorganization of Lessee the Corporation or appointing a receiver, trustee trustee, or liquidator of Lessee the Corporation or of all or a substantial part of the assets of Lesseethe Corporation, and such order, judgment judgment, or decree shall continue unstayed and in effect for any period of sixty ninety (6090) consecutive days;. (eb) if because If Corporation shall fail to keep, observe, or perform any covenant, agreement, term, or provision of a default under the Ground Lease (if any) this Agreement to be kept, observed, or the Mortgage, the Ground Lease shall be terminated or the Mortgage shall be foreclosed (or the Hotel sold in lieu of foreclosure) or such steps shall be taken to terminate the Ground Lease or foreclose on the Mortgage such that Manager's ability to manage the Hotel shall be materially adversely affectedperformed by Corporation; or (f) Lessee shall be in default under the License Agreement and such default shall have continued failure continues uncured for a period of thirty (30) days after the expiration of any applicable grace period with respect thereto or the License Agreement shall have been terminatedCorporation receives notice thereof from Manager, provided, however, if more than thirty (30) days is reasonably required to remedy such failure, then Manager shall not have the right to terminate this Agreement upon written notice unless Corporation fails to Lessee given at any time following the occurrence of any (a) commence remedying such event, or if a period of grace is provided, then following the expiration of the applicable period, and while such event shall be continuing, and this Agreement shall terminate upon the date specified therein, which date shall be not less than failure within thirty (30) days nor more than seventy-five after receipt of notice thereof from Manager or (75b) days fails to diligently (c) If Corporation defaults, after all applicable cure periods, under the date of Bond Documents or any other agreement, document, or instrument entered into by Corporation in connection with the giving of such noticeHotel.

Termination by Manager. If any one of the following events shall happen:; (a) Lessee 8.2.1 the Developer shall fail to provide fund the Operating Fund by the Commencement Date or thereafter fail to transfer additional funds advanced to be deposited in the Local Operating Account in accordance with the provisions of Section 7.02 Developer for such purpose within ten five (105) days after such funds are available or thereafter fails or is unable upon 30 days written notice from Manager to fund all amounts necessary, in Manager's request for such additional fundsreasonable judgment, and such failure continues for an additional ten (10) day period after written notice by Manager to Lessee that such funds have not yet been receivedcontinue the operations of any Restaurant as a going concern; (b) Lessee 8.2.2 the Developer shall fail to keep, observe or perform any other material covenant, agreement, term or provision of this the Agreement to be kept, kept observed or performed by LesseeDeveloper, and such default shall continue for a period of thirty (30) days after notice thereof by Manager to LesseeDeveloper; 8.2.3 if for any reason not caused by the act or omission of Manager, any required licenses for the sale of alcoholic beverages are at any time suspended, terminated or revoked and such suspension, termination or revocation shall continue for a period of sixty (c60) [Intentionally Deleted.]consecutive days, or if, for any reason not caused by the act or omission of Manager the right to serve alcoholic beverages in any Restaurant shall otherwise be suspended for a period of sixty (60) consecutive days; (d) Lessee 8.2.4 if the Developer shall default under any mortgage, lease or similar encumbrance upon a Premises or apply for or consent to the appointment of a receiver, trustee or liquidator of Lessee Developer or of all or a substantial part of its assets, file a voluntary petition in bankruptcy bankruptcy, or admit in writing its inability to pay its debts as they come some due, make a general assignment for the benefit of creditors, file a petition or an answer seeking reorganization or arrangement with creditors or to take advantage of any insolvency law, or file an answer admitting the material allegations of a petition filed against Lessee manager in any bankruptcy, reorganization or insolvency proceeding, or if an any order, judgment or decree shall be entered by any court of competent jurisdiction, on the application of a creditor, adjudicating Lessee Developer a bankrupt bankruptcy or insolvent or approving a petition seeking reorganization of Lessee Developer or appointing a receiver, trustee or liquidator of Lessee Developer or of all or a substantial part of the assets of Lessee, and such order, judgment or decree shall continue unstayed and in effect for any period of sixty (60) consecutive days; (e) if because of a default under the Ground Lease (if any) or the Mortgage, the Ground Lease shall be terminated or the Mortgage shall be foreclosed (or the Hotel sold in lieu of foreclosure) or such steps shall be taken to terminate the Ground Lease or foreclose on the Mortgage such that Manager's ability to manage the Hotel shall be materially adversely affectedits assets; or (f) Lessee shall be in default under 8.2.5 if any claim is made successfully prosecuted to the License Agreement and such default shall have continued after effect that the expiration Developer is liable for the obligations of any applicable grace period with respect thereto or the License Agreement shall have been terminated, then Manager shall have the right to terminate this Agreement upon written notice to Lessee given at any time following the occurrence of any such event, or if a period of grace is provided, then following the expiration of the applicable period, and while such event shall be continuing, and this Agreement shall terminate upon the date specified therein, which date shall be not less than thirty (30) days nor more than seventy-five (75) days after the date of the giving of such notice.its parent corporation shareholder;

Termination by Manager. If at any time or from time to time during the Term any of the following events shall happenoccur and not be remedied within the applicable period of time herein specified, namely: (aA) Lessee shall fail to provide funds to be deposited in the Local Operating Account in accordance with the provisions of Section 7.02 within ten (10) days after Manager's request for such additional funds, and such failure continues for an additional ten (10) day period after written notice by Manager to Lessee that such funds have not yet been received; (b) Lessee Owner shall fail to keep, observe observe, or perform any other material covenant, agreement, term or provision of this Agreement to be kept, observed observed, or performed by Lessee, Owner (except for a payment default described in Section 8.2(b) below) and such default shall continue for a period of thirty sixty (3060) days after written notice thereof by Manager Owner to LesseeManager; (cB) [Intentionally Deleted.]Owner shall fail to make any payment required hereunder and such default shall continue for a period of sixty (60) days after written notice from Owner to Manager; (dC) Lessee The Facility or any portion thereof shall be damaged or destroyed by fire or other casualty and (i) Owner shall fail to undertake to repair, restore, rebuild, or replace any such damage or destruction within forty-five (45) days after such fire or other casualty, or shall fail to complete such work diligently, and (ii) Owner shall fail to permit Manager to undertake to repair, restore, rebuild, or replace, at Owner's expense, any such damage or destruction within forty-five (45) days after such fire or other casualty; (D) Owner shall apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of Lessee Owner or of all or a substantial part of its assets, file a voluntary petition in bankruptcy or admit in writing its inability to pay its debts as they come become due, make a general assignment for the benefit of creditors, file a petition or an any answer seeking reorganization or arrangement with creditors or to take advantage of any insolvency law, or file an answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding, or if an order, judgment or decree shall be entered by any a court of competent jurisdiction, on the application of a creditor, adjudicating Lessee a Owner bankrupt or insolvent or approving a petition seeking reorganization of Lessee or appointing a receiver, trustee trustee, or liquidator of Lessee or of Owner with respect to all or a substantial part of the assets of LesseeOwner, and such order, judgment or decree shall continue unstayed and in effect for any period of sixty ninety (6090) consecutive days; (eE) if because Any license for the Facility or the Lease is at any time suspended, terminated, or revoked and such suspension, termination, or revocation shall continue unstayed and in effect for a period of thirty (30) consecutive days; or (F) Facility Funds shall be insufficient for the payment of the Base Management Fees to Manager pursuant to Article V hereof for a default under period of at least two consecutive fiscal quarters (other than as a result of the Ground Lease mismanagement or other wrongful act or omission of Manager); then in case of any such event and upon the expiration of the period of grace (if any) or the Mortgageapplicable thereto, the Ground Lease term of this Agreement shall be terminated or the Mortgage shall be foreclosed (or the Hotel sold in lieu of foreclosure) or such steps shall be taken to terminate the Ground Lease or foreclose on the Mortgage such that expire, at Manager's ability to manage the Hotel shall be materially adversely affected; or option and upon ten (f10) Lessee shall be in default under the License Agreement and such default shall have continued after the expiration of any applicable grace period with respect thereto or the License Agreement shall have been terminated, then Manager shall have the right to terminate this Agreement upon days written notice to Lessee given at any time following the occurrence of any such event, or if a period of grace is provided, then following the expiration of the applicable period, Owner and while such event shall be continuing, and this Agreement shall terminate upon the date specified therein, which date shall be not less than thirty (30) days nor more than seventy-five (75) days after the date of the giving of such noticeLessor.

Termination by Manager. If Manager may unilaterally terminate this Agreement, with such termination to be effective on a date chosen by Manager of which Corporation has been given at least ninety (90) days' prior written notice, if at any time or from time-to-time during the term of this Agreement any of the following events ("Event of Default of Corporation") shall happenoccur: (a) Lessee shall fail to provide funds to be deposited in If the Local Operating Account in accordance with the provisions of Section 7.02 within ten (10) days after Manager's request for such additional funds, and such failure continues for an additional ten (10) day period after written notice by Manager to Lessee that such funds have not yet been received; (b) Lessee shall fail to keep, observe or perform any other material covenant, agreement, term or provision of this Agreement to be kept, observed or performed by Lessee, and such default shall continue for a period of thirty (30) days after notice thereof by Manager to Lessee; (c) [Intentionally Deleted.] (d) Lessee Corporation shall apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of Lessee the Corporation or of all or a substantial part of its assets, file a voluntary petition in bankruptcy or admit in writing its inability to pay its debts as they come due, make a general assignment for the benefit of creditors, file a petition or an answer seeking reorganization or arrangement with creditors or to take advantage of any insolvency law, or file an answer admitting the material allegations of a petition filed against Lessee the Corporation in any bankruptcy, reorganization reorganization, or insolvency proceeding, or if an order, judgment judgment, or decree shall be entered by any court of competent jurisdiction, on the application of a creditor, adjudicating Lessee the Corporation a bankrupt or insolvent or approving a petition seeking reorganization of Lessee the Corporation or appointing a receiver, trustee trustee, or liquidator of Lessee the Corporation or of all or a substantial part of the assets of Lesseethe (b) If Corporation shall fail to keep, observe, or perform any covenant, agreement, term, or provision of this Agreement to be kept, observed, or performed by Corporation; and such order, judgment or decree shall continue unstayed and in effect failure continues uncured for any a period of sixty thirty (6030) consecutive days; days after Corporation receives notice thereof from Manager, provided, however, if more than thirty (e30) if because of a default under the Ground Lease (if any) or the Mortgage, the Ground Lease shall be terminated or the Mortgage shall be foreclosed (or the Hotel sold in lieu of foreclosure) or days is reasonably required to remedy such steps shall be taken to terminate the Ground Lease or foreclose on the Mortgage such that Manager's ability to manage the Hotel shall be materially adversely affected; or (f) Lessee shall be in default under the License Agreement and such default shall have continued after the expiration of any applicable grace period with respect thereto or the License Agreement shall have been terminatedfailure, then Manager shall not have the right to terminate this Agreement upon written notice unless Corporation fails to Lessee given at any time following the occurrence of any (a) commence remedying such event, or if a period of grace is provided, then following the expiration of the applicable period, and while such event shall be continuing, and this Agreement shall terminate upon the date specified therein, which date shall be not less than failure within thirty (30) days nor more than seventy-five after receipt of notice thereof from Manager or (75b) days fails to diligently pursue such remedy or fails to remedy such failure within a reasonable amount of time; (c) If Corporation defaults, after all applicable cure periods, under the date of Bond Documents or any other agreement, document, or instrument entered into by Corporation in connection with the giving of such noticeHotel.

Termination by Manager. If any of Manager shall have the following events shall happenright to terminate this Agreement as follows: (a) Lessee shall fail to provide funds to be deposited In the event of the filing of a petition in voluntary bankruptcy or an assignment for the Local Operating Account benefit of creditors by Practice Group, or upon other action taken or suffered, voluntarily or involuntarily, under any federal or state law for the benefit of debtors by Practice Group, except for the filing of a petition in accordance with the provisions of Section 7.02 involuntary bankruptcy against Practice Group which is dismissed within ten sixty (1060) days after Manager's request for such additional fundsthereafter, and such failure continues for an additional ten (10) day period after written Manager may give notice by Manager to Lessee that such funds have not yet been received;of the immediate termination of this Agreement. (b) Lessee In the event Practice Group shall fail to keep, observe default in the performance of any duty or perform any other material covenant, agreement, term or provision of obligation imposed upon it by this Agreement to be kept, observed or performed by LesseeAgreement, and such default shall continue for a period of thirty (30) days after written notice thereof of such default has been given to Practice Group by Manager, or in the event of a default that cannot reasonably be cured within such thirty (30)-day period, Practice Group shall fail to commence a cure within such thirty (30)-day period or shall fail thereafter diligently and in good faith to pursue such cure to completion (the time for cure in any event not to exceed one hundred eighty (180) days after such written notice of default), then Manager to Lessee;may give written notice of the immediate termination of this Agreement. (c) [Intentionally Deleted.] (d) Lessee shall apply for or consent to In the appointment of a receiver, trustee or liquidator of Lessee or of all or a substantial part of its assets, file a voluntary petition in bankruptcy or admit in writing its inability to pay its debts as they come due, make a general assignment for event the benefit of creditors, file a petition or an answer seeking reorganization or arrangement with creditors or to take advantage license of any insolvency lawPractice Orthodontist to practice dentistry or orthodontics in the State of ___________- is suspended or revoked, or file an answer admitting he or she is subject to any final disciplinary action by any dental or orthodontics licensing board or any similar body on any grounds, or he or she dies or becomes mentally or physically disabled and, by reason of such disability, is in the material allegations reasonable judgment of a petition filed against Lessee in any bankruptcy, reorganization Manager unable to conduct his or insolvency proceedingher orthodontic practice on substantially the same basis as it was conducted prior to such disability, or if an order, judgment any Practice Orthodontist retires or decree shall be entered by any court of competent jurisdiction, sells his or her interest in Practice Group and/or ceases to practice orthodontics on substantially the same basis as it was conducted on the application effective date of a creditor, adjudicating Lessee a bankrupt or insolvent or approving a petition seeking reorganization of Lessee or appointing a receiver, trustee or liquidator of Lessee or of all or a substantial part of the assets of Lessee, and such order, judgment or decree shall continue unstayed and in effect for any period of sixty (60) consecutive days; (e) if because of a default under the Ground Lease (if any) or the Mortgage, the Ground Lease shall be terminated or the Mortgage shall be foreclosed (or the Hotel sold in lieu of foreclosure) or such steps shall be taken to terminate the Ground Lease or foreclose on the Mortgage such that Manager's ability to manage the Hotel shall be materially adversely affected; or (f) Lessee shall be in default under the License Agreement and such default shall have continued after the expiration of any applicable grace period with respect thereto or the License Agreement shall have been terminatedthis Agreement, then Manager shall have the right may give written notice to Practice Group of Manager's intent to terminate this Agreement upon written notice to Lessee given at any time following the occurrence of any such eventAgreement, or if a period of grace is provided, then following the expiration of the applicable period, and while such event which termination shall be continuing, and this Agreement shall terminate upon the date specified therein, which date shall be not less than effective thirty (30) days nor more than seventy-five (75) days after the date of the giving of such notice, or on such later date as may be indicated in such notice. (d) In the event that Practice Group Revenues for any fiscal year of the Practice Group shall be less than $__________ [2/3 of trailing 12 months revenues], as reflected in the Practice Group's year-end financials for such fiscal year. Manager shall exercise its right to terminate this Agreement by written notice to Practice Group to such effect no later than sixty (60) days following the date of the event giving rise to such right to terminate.

Termination by Manager. If any 8.02.1 Each of the following events shall happen:be an event of default by Owner ("Owner Event of Default"): (a) Lessee if Owner shall fail to provide funds to be deposited in the Local Operating Account Hotel Accounts in accordance with the provisions of Section 7.02 7.03 within ten (10) days after Manager's request for such additional funds, funds under Section 7.03 and such failure continues for an additional ten (10) day period after written notice by Manager to Lessee Owner that such funds have not yet been received;; Embassy Suites __________ Management Agreement (b) Lessee if Owner shall fail to keep, observe or perform any other material covenant, agreement, term or provision of this Agreement to be kept, observed or performed by LesseeOwner, and such default shall continue for a period of thirty (30) days after notice thereof by Manager to LesseeOwner; (c) [Intentionally Deleted.] (d) Lessee if Owner shall apply for or consent to the appointment of a receiver, trustee or liquidator of Lessee Owner or of all or a substantial part of its assets, file a voluntary petition in bankruptcy or admit in writing its inability to pay its debts as they come due, make a general assignment for the benefit of creditors, file a petition or an answer seeking reorganization or arrangement with creditors or to take advantage of any insolvency law, or file an answer admitting the material allegations of a petition filed against Lessee 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 Lessee Owner a bankrupt or insolvent or approving a petition seeking reorganization of Lessee Owner or appointing a receiver, trustee or liquidator of Lessee Owner or of all or a substantial part of the assets of LesseeOwner, and such order, judgment or decree shall continue unstayed and in effect for any period of sixty (60) consecutive days;; or (ed) if Owner shall be in default under the License Agreement and the License Agreement shall have been terminated. 8.02.2 Each of the following shall be an event permitting termination of this Agreement by Manager ("Manager Termination Event"): (a) if because of a default under the Ground Lease (if any) or the Mortgage, the Ground Lease shall be terminated or the Mortgage shall be foreclosed (or the Hotel sold in lieu of foreclosure); (b) if for any reason not caused by the act or omission of Manager, any required licenses for the sale of alcoholic beverages are at any time suspended, terminated or revoked and such steps suspension, termination or revocation shall be taken continue for a period of sixty (60) consecutive days, or if, for any reason not caused by the act or omission of Manager, the right to terminate the Ground Lease or foreclose on the Mortgage such that Manager's ability to manage serve alcoholic beverages in the Hotel shall otherwise be materially suspended for a period of sixty (60) consecutive days; (c) if any event shall occur or state of facts found to exist, with respect to the ownership or management of the Hotel, which in Manager's opinion, would adversely affectedaffect any gaming license or application for gaming license of Manager or its Affiliates anywhere in the world or the current status of Manager or any of its Affiliates with any gaming commission, board or similar governmental or regulatory agency; (d) if a right of termination on the part of Manager shall have arisen under Section 10.01; Embassy Suites __________ Management Agreement (e) if a right of termination on the part of Manager shall have arisen under Section 10.02; or (f) Lessee shall be in default under the License Agreement and such default shall have continued after the expiration of any applicable grace period with respect thereto or if the License Agreement shall have been terminatedterminated for any reason other than a default by Owner thereunder. 8.02.3 If an Owner Event of Default or Manager Termination Event occurs, then Manager shall have the right to terminate this Agreement upon written notice to Lessee Owner given at any time following the occurrence of any such event, or if a period of grace is provided, then following the expiration of the applicable period, and while such event shall be continuing, and this Agreement shall terminate upon the date specified therein, which date shall be not less than thirty (30) days nor more than seventy-five (75) days after the date of the giving of such notice; provided that notice of termination based upon a termination of the License Agreement may be sent concurrently with or any time after any notice of termination of the License Agreement.

Termination by Manager. If at any time or from time to time during the Term any of the following events shall happenoccur and not be remedied within the applicable period of time herein specified, namely: (aA) Lessee shall fail to provide funds to be deposited in the Local Operating Account in accordance with the provisions of Section 7.02 within ten (10) days after Manager's request for such additional funds, and such failure continues for an additional ten (10) day period after written notice by Manager to Lessee that such funds have not yet been received; (b) Lessee Owner shall fail to keep, observe observe, or perform any other material covenant, agreement, term or provision of this Agreement to be kept, observed observed, or performed by Lessee, Owner (except for a payment default described in Section 8.2(b) below) and such default shall continue for a period of thirty sixty (3060) days after written notice thereof by Manager Owner to LesseeManager; (cB) [Intentionally Deleted.]Owner shall fail to make any payment required hereunder and such default shall continue for a period of sixty (60) days after written notice from Owner to Manager; (dC) Lessee The Facility or any portion thereof shall be damaged or destroyed by fire or other casualty and (i) Owner shall fail to undertake to repair, restore, rebuild, or replace any such damage or destruction within forty-five (45) days after such fire or other casualty, or shall fail to complete such work diligently, and (ii) Owner shall fail to permit Manager to undertake to repair, restore, rebuild, or replace, at Owner's expense, any such damage or destruction within forty-five (45) days after such fire or other casualty; (D) Owner shall apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of Lessee Owner or of all or a substantial part of its assets, file a voluntary petition in bankruptcy or admit in writing its inability to pay its debts as they come become due, make a general assignment for the benefit of creditors, file a petition or an any answer seeking reorganization or arrangement with creditors or to take advantage of any insolvency law, or file an answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding, or if an order, judgment or decree shall be entered by any a court of competent jurisdiction, on the application of a creditor, adjudicating Lessee a Owner bankrupt or insolvent or approving a petition seeking reorganization of Lessee or appointing a receiver, trustee trustee, or liquidator of Lessee or of Owner with respect to all or a substantial part of the assets of LesseeOwner, and such order, judgment or decree shall continue unstayed and in effect for any period of ninety (90) consecutive days; (E) Any license for the Facility or the Lease is at any time suspended, terminated, or revoked and such suspension, termination, or revocation shall continue unstayed and in effect for a period of sixty (60) consecutive days;; or (eF) if because Facility Funds shall be insufficient for the payment of the Base Management Fees to Manager pursuant to Article V hereof for a default under period of at least two consecutive fiscal quarters (other than as a result of the Ground Lease mismanagement or other wrongful act or omission of Manager); then in case of any such event and upon the expiration of the period of grace (if any) or the Mortgageapplicable thereto, the Ground Lease term of this Agreement shall be terminated or the Mortgage shall be foreclosed (or the Hotel sold in lieu of foreclosure) or such steps shall be taken to terminate the Ground Lease or foreclose on the Mortgage such that expire, at Manager's ability to manage the Hotel shall be materially adversely affected; or option and upon ten (f10) Lessee shall be in default under the License Agreement and such default shall have continued after the expiration of any applicable grace period with respect thereto or the License Agreement shall have been terminated, then Manager shall have the right to terminate this Agreement upon days written notice to Lessee given at any time following the occurrence of any such event, or if a period of grace is Owner and Lessor; provided, then following however, that in the expiration case of the applicable perioda default as described in subsection (b) above, and while such event shall be continuing, and this Agreement shall terminate upon may be terminated only as to the date specified therein, Facility with respect to which date shall be not less than thirty (30) days nor more than seventy-five (75) days after the date of the giving of such noticedefault has occurred.

Termination by Manager. If any Manager shall have cause for termination of the following events shall happenthis Agreement: (a) Lessee 4.3.1 If HOSPITAL shall fail to provide funds to be deposited default in the Local Operating Account in accordance with the provisions performance of Section 7.02 within ten (10) days after Manager's request for such additional funds, and such failure continues for an additional ten (10) day period after written notice by Manager to Lessee that such funds have not yet been received; (b) Lessee shall fail to keep, observe or perform any other material covenant, agreement, term or provision of this Agreement to be kept, observed or performed by Lessee, and such default shall continue for a period of thirty (30) days after written notice to HOSPITAL from Manager stating the specific default (unless HOSPITAL begins to diligently pursue correction if such default is of a nature that cannot be reasonably corrected within said thirty (30) day period); or 4.3.2 If the Hospital or any portion thereof affecting the Service Line shall be damaged or destroyed, or if any material services of the Hospital shall be rendered incapable of normal operation by Manager fire or other casualty, and if a Hospital fails to Lessee;commence repairing, restoring, rebuilding or replacing any such damage or destruction within thirty (30) days after such fire or other casualty, or fails to complete such work within a reasonable period of time; or (c) [Intentionally Deleted.] (d) Lessee 4.3.3 If HOSPITAL shall apply for or consent to the appointment of a receiver, trustee or liquidator of Lessee HOSPITAL or of all or a substantial part of its assets, file a voluntary petition in bankruptcy or admit in writing its inability to pay its debts as they come due, make a general assignment for the benefit of creditors, file a petition or an answer seeking reorganization or arrangement with creditors of HOSPITAL files and involuntary petition under any state or to take advantage of any insolvency lawfederal reorganization, insolvency, arrangement, bankruptcy or file an answer admitting the material allegations of a petition filed against Lessee 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 Lessee a bankrupt or insolvent or approving a petition seeking reorganization of Lessee or appointing a receiver, trustee or liquidator of Lessee or of all or a substantial part of the assets of Lesseeother debtor relief provision, and such order, judgment or decree shall continue unstayed and in effect for any period of sixty petition is not dismissed within thirty (6030) consecutive days; (e) if because of a default under the Ground Lease (if any) or the Mortgage, the Ground Lease shall be terminated or the Mortgage shall be foreclosed (or the Hotel sold in lieu of foreclosure) or such steps shall be taken to terminate the Ground Lease or foreclose on the Mortgage such that Manager's ability to manage the Hotel shall be materially adversely affected; or (f) Lessee shall be in default 4.3.4 If, through no fault of Manager, any license necessary for the operation of the Hospital or any of the services provided under the License Agreement and such default shall have continued after the expiration of any applicable grace period with respect thereto or the License Agreement shall have been terminatedService Line covered hereunder are, then Manager shall have the right to terminate this Agreement upon written notice to Lessee given at any time following the occurrence of any suspended, terminated, revoked; or 4.3.5 If HOSPITAL shall fail to make payment to Manager when such event, or if a period of grace is provided, then following the expiration of the applicable period, payment becomes due and while payable hereunder and does not make such event shall be continuing, and this Agreement shall terminate upon the date specified therein, which date shall be not less than payment within thirty (30) days nor more than seventy-five (75) days after the date of the giving receiving written notice of such noticefailure from Manager; or 4.3.6 If the Hospital shall fail to make any payments, or keep any covenants, owing to any third party which would cause the Hospital to lose the right to operate the Service Line.