Common use of Default by Purchaser Clause in Contracts

Default by Purchaser. Purchaser shall be in default under this Agreement should any one or more of the following events or conditions arise or exist: (i) Purchaser or Guarantor becomes insolvent, or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes a general assignment for the benefit of creditors; or (ii) Insolvency, receivership, reorganization or bankruptcy proceedings are commenced by or against Purchaser or Guarantor and, in the case of any such involuntary proceeding, that is not dismissed or stayed within sixty (60) days after it is commenced; or (iii) Purchaser fails to timely pay to Supplier any required payment under this Agreement when due, including failure to timely provide any Down Payment or any Progress Payment, which failure continues for ten (10) days after written notice of failure to make payment has been received by Purchaser from Supplier; or (iv) Purchaser fails to perform any material term or provision of this Agreement, including failure to timely provide the Guaranty to Supplier, and such failure continues for thirty (30) Business Days following receipt of written notice from Supplier to cure such failure; provided, however, if such failure cannot with due diligence be remedied by Purchaser within such thirty (30) Business Day period, and Purchaser shall have diligently prosecuted the remedying of such failure within such thirty (30) Business Days, such period shall be extended by such additional time period as may be reasonably required by Purchaser to cure such failure; or (v) The revocation or other termination of the Guaranty by Guarantor, or the breach by Guarantor of any material term or provision of the Guaranty, including any payment obligation thereunder, which breach continues for a period of ten (10) days after written notice of such breach has been received by Guarantor from Supplier.

Default by Purchaser. Purchaser shall be in default under this Agreement should any one or more of the following events or conditions arise or exist: (i) Purchaser or Guarantor becomes insolvent, or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes a general assignment for the benefit of creditors; or (ii) Insolvency, receivership, reorganization or bankruptcy proceedings are commenced by or against Purchaser or Guarantor and, in the case of any such involuntary proceeding, that is not dismissed or stayed within sixty (60) days after it is commenced; or (iii) Purchaser fails to timely pay to Supplier any required payment under this Agreement when due, including failure to timely provide any Down Payment or any Progress Payment, which failure continues for ten (10) days after written notice of failure to make payment has been received by Purchaser from Supplier; or (iv) Purchaser fails to perform any material term or provision of this Agreement, including failure to timely provide the Guaranty to Supplier, and such failure continues for thirty (30) Business Days following receipt of written notice from Supplier to cure such failure; provided, however, if such failure cannot with due diligence be remedied by Purchaser within such thirty (30) Business Day period, and Purchaser shall have diligently prosecuted the remedying of such failure within such thirty (30) Business Days, such period shall be extended by such additional time period as may be reasonably required by Purchaser to cure such failure; or (v) The revocation or other termination of the Guaranty by Guarantor, or the breach by Guarantor of any material term or provision of the Guaranty, including any payment obligation thereunder, which breach continues for a period of ten often (10) days after written notice of such breach has been received by Guarantor from Supplier.

Default by Purchaser. Purchaser shall be in default under this Agreement should any one or more of the following events or conditions arise or exist: (i) Purchaser or Guarantor becomes insolvent, or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes a general assignment for the benefit of creditors; or (ii) Insolvency, receivership, reorganization or bankruptcy proceedings are commenced by or against Purchaser or Guarantor and, in the case of any such involuntary proceeding, that is not dismissed or stayed within sixty (60) days after it is commenced; or (iii) Purchaser fails to timely pay to Supplier any required payment under this Agreement when due, including failure to timely provide any Down Payment or any Progress Payment, which failure continues for ten (10) days after written notice of failure to make payment has been received by Purchaser Purchase from Supplier; or (iv) Purchaser fails to perform any material term or provision of this Agreement, including failure to timely provide the Guaranty to Supplier, and such failure continues for thirty (30) Business Days following receipt of written notice from Supplier to cure such failure; provided, however, if such failure cannot with due diligence be remedied by Purchaser within such thirty (30) Business Day period, and Purchaser shall have diligently prosecuted the remedying of such failure within such thirty (30) Business Days, such period shall be extended by such additional time period as may be reasonably required by Purchaser to cure such failure; or (v) The revocation or other termination of the Guaranty by Guarantor, or the breach by Guarantor of any material term or provision of the Guaranty, including any payment obligation thereunder, which breach continues for a period of ten (10) days after written notice of such breach has been received by Guarantor from Supplier.

Default by Purchaser. If any material warranty or representation of Purchaser made in this Agreement shall prove to be materially untrue, or if Purchaser shall be fail to perform any of Purchaser's obligations under this Agreement on or prior to the date for performance provided in this Agreement and Seller is not in default under this Agreement should any one or more of the following events or conditions arise or exist: (i) Agreement, then Seller shall give Purchaser or Guarantor becomes insolvent, or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes a general assignment for the benefit of creditors; or (ii) Insolvency, receivership, reorganization or bankruptcy proceedings are commenced by or against Purchaser or Guarantor and, in the case of any such involuntary proceeding, that is not dismissed or stayed within sixty (60) days after it is commenced; or (iii) Purchaser fails to timely pay to Supplier any required payment under this Agreement when due, including failure to timely provide any Down Payment or any Progress Payment, which failure continues for ten (10) days after written business days' notice of the failure and opportunity to make payment has been received by Purchaser from Supplier; or (iv) Purchaser fails to perform any material term or provision of this Agreementcure. Notwithstanding the foregoing sentence, including failure to timely provide the Guaranty to Supplier, and such failure continues for thirty (30) Business Days following receipt of written notice from Supplier to cure such failure; provided, however, if such failure cannot with due diligence be remedied by Purchaser within such thirty (30) Business Day period, and Purchaser shall have diligently prosecuted no cure period with respect to Purchaser's failure to pay money as required under this Agreement or Purchaser's failure to close the remedying of such failure escrow on the Closing Date. If Purchaser does not cure within such thirty (30) Business Days, such period shall be extended by such additional time period as may be reasonably required by Purchaser to cure such failure; or (v) The revocation or other termination of the Guaranty by Guarantor, or the breach by Guarantor of any material term or provision of the Guaranty, including any payment obligation thereunder, which breach continues for a period of ten (10) days after business-day period (if Purchaser is entitled to such cure period), then Seller's sole and exclusive remedy under this Agreement shall be to terminate this Agreement by giving written notice of such breach has been received termination to Purchaser and the Title Company. If Seller terminates this Agreement pursuant to the preceding sentence, then (i) the escrow and this Agreement shall be terminated for all purposes, (ii) the Title Company shall pay the ▇▇▇▇▇▇▇ Money, if held by Guarantor from Supplierthe Title Company (and any interest earned thereon) to Seller and shall return all other funds, documents and other items held in escrow to the party that deposited same in escrow, and (iii) the parties shall have no further rights, liabilities or obligations under this Agreement except for those rights, liabilities and obligations that are specified in this Agreement to survive the termination of this Agreement. Any sums paid to Seller pursuant to the preceding sentence shall be deemed to be liquidated damages paid to Seller by reason of Purchaser's failure to consummate the transaction contemplated by this Agreement, and the parties hereby agree that this amount is a reasonable forecast of just compensation for the harm that may be caused Seller as a result of Purchaser's failure to consummate the transaction contemplated by this Agreement, and that Seller's harm if Purchaser fails to consummate the transaction contemplated by this Agreement would be incapable of accurate estimation or very difficult to accurately estimate.

Default by Purchaser. If Purchaser shall be deemed to be in material default under hereunder prior to Closing, Seller shall be entitled to terminate this Agreement should and to immediately collect the ▇▇▇▇▇▇▇ Money as liquidated damages and as Seller’s sole and exclusive remedy. Purchaser and Seller agree that the damages that Seller will suffer in the event of Purchaser’s default hereunder are impossible or very difficult to estimate with any one degree of certainty, and the ▇▇▇▇▇▇▇ Money is a reasonable estimate of what those damages will be and is not intended as a penalty. Purchaser shall be deemed to be in material default hereunder if Purchaser fails to meet, comply with or more of perform any material covenant, agreement or obligation on its part required in this Agreement within the following events or conditions arise or exist: time limits and in the manner set forth in this Agreement and fails to cure same within fifteen (i15) Purchaser or Guarantor becomes insolventdays, or generally does such additional time reasonably necessary if Purchaser cannot pay cure such breach within the initial fifteen (15) day period, after its debts as they become due, or admits in writing its inability to pay its debts, or makes a general assignment for the benefit receipt of creditors; or (ii) Insolvency, receivership, reorganization or bankruptcy proceedings are commenced by or against Purchaser or Guarantor and, in the case written notice of any such involuntary proceedingfailure, if any representation or warranty made by Purchaser herein that is not dismissed qualified as to materiality shall be untrue or stayed within sixty (60) days after it is commenced; or (iii) Purchaser fails to timely pay to Supplier incorrect in a material respect, if any required payment under this Agreement when due, including failure to timely provide any Down Payment representation or any Progress Payment, which failure continues for ten (10) days after written notice of failure to make payment has been received warranty made by Purchaser from Supplier; or (iv) Purchaser fails herein that is qualified as to perform materiality shall be untrue or incorrect in any material term respect, as of the effective date of such representation or warranty. Notwithstanding any other provision of this Agreement, including so long as Seller is not in material default under this Agreement, in the event of the failure of a condition set forth in Section 7.2(b), 7.2(c) or 7.2(e) of this Agreement to timely provide be satisfied on or before the Guaranty End Date, then Purchaser shall be deemed to Supplier, be in material default under this Agreement and such failure continues for thirty if Purchaser fails to cure same within fifteen (3015) Business Days following days after its receipt of written notice from Supplier to cure of any such failure; provided, however, if such failure cannot with due diligence be remedied by Purchaser within such thirty (30) Business Day period, and Purchaser shall have diligently prosecuted the remedying of such failure within such thirty (30) Business Days, such period Seller shall be extended by such additional time period entitled to immediately collect the ▇▇▇▇▇▇▇ Money as may be reasonably required by Purchaser to cure such failure; or (v) liquidated damages as Seller’s sole and exclusive remedy. The revocation provisions of this Section 8.5 shall survive the expiration or other termination of the Guaranty by Guarantor, or the breach by Guarantor of any material term or provision of the Guaranty, including any payment obligation thereunder, which breach continues for a period of ten (10) days after written notice of such breach has been received by Guarantor from Supplierthis Agreement.

Default by Purchaser. Purchaser shall be in default under this Agreement should any one or more of the The following events or conditions arise or exist:shall constitute events of default by the Purchaser (each a “Purchaser Event of Default”): (i) Purchaser or Guarantor becomes insolvent, or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes a general assignment for the benefit of creditors; or (ii) Insolvency, receivership, reorganization or bankruptcy proceedings are commenced by or against Purchaser or Guarantor and, in the case of any such involuntary proceeding, that is not dismissed or stayed within sixty (60) days after it is commenced; or (iiia) Purchaser fails to timely pay to Supplier as and when due any required payment amount payable by it under this Agreement when dueAgreement, including and any such failure to timely provide any Down Payment or any Progress Payment, which failure continues for ten remains uncured fifteen (1015) days after written notice of failure to make payment thereof has been received by Purchaser from Supplier; ordelivered to Purchaser; (ivb) Purchaser fails to perform or observe any material term other term, covenant or provision of agreement contained in this Agreement, including failure Agreement on its part to timely provide the Guaranty to Supplierbe performed or observed, and any such failure continues remains uncured for thirty (30) Business Days following receipt of days after written notice from Supplier thereof has been delivered to cure such failure; provided, however, if such failure cannot with due diligence be remedied by Purchaser within such thirty (30) Business Day period, and Purchaser shall have diligently prosecuted the remedying of such failure within such thirty (30) Business Days, such period shall be extended by such additional time period as may be reasonably required by Purchaser to cure such failurePurchaser; or (vc) The revocation Any representation or other termination warranty of the Guaranty by Guarantor, or the breach by Guarantor of Purchaser under this Agreement is incorrect in any material term or provision respect. If any Purchaser Event of the Guaranty, including any payment obligation thereunder, which breach Default occurs and continues for a period of ten fifteen (1015) days after such initial written notice thereof has been given to Purchaser, then Seller may, by written notice to Purchaser, in addition to Seller’s other remedies available herein in equity, at law, or otherwise, suspend delivery of Product otherwise deliverable to Purchaser pursuant to the terms of this Agreement, and deliver such Product to an alternate third-party purchaser at a price reasonably consistent with then-existing market conditions (such Product counting toward the applicable Obligated Volume); provided that Purchaser shall be liable in the event of such breach delivery to an alternate purchaser for the difference between the applicable Quarterly Price for such Product and the price actually paid to Seller by such alternate third-party purchaser for such Product. If any Purchaser Event of Default occurs and continues fifteen (15) days after a second written notice thereof has been received given to Purchaser upon or after expiration of the initial 15-day cure period, then Seller may, by Guarantor from Supplierwritten notice to Purchaser, in addition to Seller’s other remedies available herein, in equity, at law, or otherwise, (i) terminate this Agreement, or (ii) pursue specific performance of this Agreement.

Default by Purchaser. Purchaser shall be in default under this Agreement should any one or more of the following events or conditions arise or exist: (i) Purchaser or Guarantor becomes insolvent, or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes a general assignment for the benefit of creditors; or (ii) Insolvency, receivership, reorganization or bankruptcy proceedings are commenced by or against Purchaser or Guarantor and, in the case of any such involuntary proceeding, that is not dismissed or stayed within sixty (60) days after it is commenced; or (iii) If Purchaser fails to timely pay to Supplier any required payment under this Agreement when due, including failure to timely provide any Down Payment complete Settlement or any Progress Payment, which failure continues for ten (10) days after written notice of failure to make payment has been received by Purchaser from Supplier; or (iv) Purchaser otherwise fails to perform any material term of its covenants or provision obligations hereunder, then Seller may elect, as its sole and exclusive remedy, to (i) terminate this Agreement by written notice to Purchaser an d retain the Deposit as liquidated damages, or (ii) waive the uncured default and proceed to Settlement, or (iii) seek specificperformance of this AgreementAgreement by Purchaser (and receivereasonable out of pocket costs in successfully seeking specific performance). If Seller seeks but is unable to obtain specific performance by Purchaser, including failure Seller shall not be precluded from thereafter electing the remedy set forth in clause (ii) above or, alternatively, Seller may elect to timely provide terminate this Agreement by written notice to Purchaser and retain the Guaranty Deposit as liquidated damages. Notwithstanding anything herein to Supplierthe contrary, if this Agreement is terminated by Seller due to a default by Purchaser, then Seller shall be entitled to the Deposit as liquidated damages, which Deposit shall be promptly delivered to Seller, and such failure continues for thirty (30) Business Days following receipt of written notice from Supplier thereafter neither party to cure such failurethis Agreement shall have any further rights or obligations thereunder; provided, however, if that the provisions of this Section 11 shall not limit Seller’s recourse against Purchaser with respect to (x) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (y) any obligation of Purchaser under this Agreement or any document delivered at Settlement that requires performance after Settlement or that by any term of this Agreement or such document survives the expiration or earlier termination hereof. As a condition precedent to Seller exercising its right to bring an action for specific performance hereunder, Seller must commence such an action within ninety (90) days after its receipt of actual knowledge or notice of the occurrence of Purchaser’s default. Seller agrees that its failure cannot with due diligence be remedied by Purchaser to timely commence such an action for specific performance within such thirty ninety (3090) Business Day periodday period shall be deemed a waiver by it of its right to commence an action for specific performance. In no event shall Purchaser have or make or create any cloud on the title to the Property or any part thereon or interest therein, and Purchaser shall have diligently prosecuted hereby waives and relinquishes any such claims against the remedying of such failure within such thirty (30) Business DaysProperty, such period shall be extended by such additional time period as may be reasonably required by Purchaser to cure such failure; or (v) The revocation including, but not limited to, the filing or other termination of the Guaranty by Guarantor, or the breach by Guarantor recording of any material term lien, lis pendens, affidavit, claim or provision of action affecting title to the Guaranty, including Property or any payment obligation thereunder, which breach continues for a period of ten (10part thereof. Nothing herein shall limit Seller’s remedies under Section 18(i) days after written notice of such breach has been received by Guarantor from Supplierbelow.

Default by Purchaser. Purchaser shall be in default under this Agreement should any one or more of the (a) The following events or conditions arise or exist:shall constitute events of default by Purchaser (each a “Purchaser Event of Default”): (i) Purchaser or Guarantor becomes insolvent, or generally does not pay its debts as they become due, or admits in writing its inability fails to pay its debtsas and when due any material amount payable by it under this Agreement and such payment shall be more than five (5) Business Days late (provided that if Purchaser fails to pay two (2) such payments as and when due during any Calendar Quarter, or makes each subsequent failure during such Calendar Quarter to pay any such amount as and when due shall be a general assignment for the benefit Purchaser Event of creditors; orDefault immediately upon such failure); (ii) InsolvencyPurchaser fails to perform or observe in any material respect any other term, receivership, reorganization covenant or bankruptcy proceedings are commenced by agreement contained in this Agreement on its part to be performed or against Purchaser or Guarantor and, in the case of any such involuntary proceeding, that is not dismissed or stayed within sixty (60) days after it is commencedobserved; or (iii) Any representation or warranty of Purchaser fails to timely pay to Supplier any required payment under this Agreement when dueis incorrect in any material respect as of the Effective Date. (b) Subject to Section 10.1(c), including failure to timely provide if any Down Payment or any Progress Payment, which failure Purchaser Event of Default occurs and continues for ten thirty (1030) days after written notice of failure to make payment thereof has been received by given to Purchaser from Supplier; (or (iv) Purchaser fails , if such Event of Default is not able to perform any material term or provision of this Agreement, including failure to timely provide the Guaranty to Supplier, and such failure continues for be cured within thirty (30) Business Days following receipt days, such reasonable amount of written notice from Supplier time necessary to cure such failure; providedEvent of Default, howevernot to exceed ninety (90) days, if provided that Purchaser has commenced such failure cannot with due diligence be remedied by Purchaser cure within such thirty (30) Business Day perioddays and is diligently pursuing such cure to completion), and then Seller may, by delivering written notice to Purchaser, in addition to Seller’s other remedies available herein, at law or in equity, (i) suspend delivery of Product otherwise deliverable to Purchaser shall have diligently prosecuted pursuant to the remedying terms of such this Agreement, or (ii) terminate this Agreement. (c) Except as otherwise provided herein, in the event of a failure within such thirty (30) Business Days, such period shall be extended by such additional time period as may be reasonably required by Purchaser to cure accept delivery of and purchase any Product that Purchaser is obligated to accept and purchase by the terms of this Agreement, Seller shall have the right, in its sole discretion and as its sole remedy for such failure; or failure of Purchaser, to require Purchaser to pay to Seller, as liquidated damages and not as a penalty, an amount equal to $10 per ton of Product that Purchaser has failed to accept and acquire (v) The revocation or other termination Purchaser and Seller acknowledging that actual damages would be difficult to ascertain and that such amount represents a reasonable estimate of the Guaranty by Guarantor, or the breach by Guarantor of any material term or provision of the Guaranty, including any such damages). Such payment obligation thereunder, which breach continues for a period of shall be due within ten (10) days after written Business Days following Seller’s delivery to Purchaser of notice of its election hereunder. (d) In any event, Seller shall have the right to sell to a third party any Product that Purchaser fails to purchase under a Purchaser Event of Default, and Seller shall be relieved of its obligation hereunder to deliver such breach has been received by Guarantor from SupplierProduct to Purchaser.

Default by Purchaser. 10.1.1 If Purchaser shall default in its obligation to purchase the Property pursuant to this Contract, then Purchaser agrees that Seller shall have the right to terminate this Contract by written notice to Purchaser and to have the Escrow Agent immediately deliver all ▇▇▇▇▇▇▇ Money then held by it, if any, to Seller, as liquidated damages to recompense Seller for time spent, labor and services performed, and the loss of its bargain. Purchaser expressly consents to the foregoing. Purchaser and Seller agree that it would be impracticable or extremely difficult to affix damages if Purchaser so defaults and that the ▇▇▇▇▇▇▇ Money represents a reasonable estimate of Seller’s damages. Seller agrees to accept the ▇▇▇▇▇▇▇ Money as Seller’s total damages and relief for Purchaser’s default in its obligation to close hereunder. In the event of such a termination, the parties shall have no further obligations hereunder except as otherwise provided herein. Notwithstanding anything to the contrary, Purchaser shall be in entitled to a written notice of default under this Agreement should any one or more of the following events or conditions arise or exist: (i) Purchaser or Guarantor becomes insolvent, or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes and a general assignment for the benefit of creditors; or (ii) Insolvency, receivership, reorganization or bankruptcy proceedings are commenced by or against Purchaser or Guarantor and, in the case of any such involuntary proceeding, that is not dismissed or stayed within sixty (60) days after it is commenced; or (iii) Purchaser fails to timely pay to Supplier any required payment under this Agreement when due, including failure to timely provide any Down Payment or any Progress Payment, which failure continues for ten (10) days after written notice of failure to make payment has been received business day cure period before Seller may terminate this Contract under this Section 10.1.1. 10.1.2 In the event Purchaser, following Closing, breaches any covenant contained herein that, by Purchaser from Supplier; or (iv) Purchaser fails to perform any material term or provision of this Agreementthe express terms hereof, including failure to timely provide the Guaranty to Suppliersurvives Closing, Seller’s sole and such failure continues for thirty (30) Business Days following receipt of written notice from Supplier to cure such failure; provided, however, if such failure cannot with due diligence be remedied by Purchaser within such thirty (30) Business Day period, and Purchaser shall have diligently prosecuted the remedying of such failure within such thirty (30) Business Days, such period exclusive remedies shall be extended by such additional time period as may be reasonably required by Purchaser to cure such failure; or (va) The revocation institute an action for specific performance or other termination of the Guaranty by Guarantor(b) institute a suit for actual damages only. IN NO EVENT SHALL PURCHASER AND ITS RESPECTIVE AGENTS, or the breach by Guarantor of any material term or provision of the GuarantyAFFILIATES, including any payment obligation thereunderSUBSIDIARIES, which breach continues for a period of ten SUCCESSORS AND ASSIGNS BE LIABLE TO SELLER FOR ANY PUNITIVE, SPECULATIVE, CONSEQUENTIAL OR OTHER DAMAGES (10BEYOND ACTUAL DAMAGES) days after written notice of such breach has been received by Guarantor from SupplierFOR A DEFAULT UNDER THIS SECTION 10.1.2, ALL OF WHICH ARE HEREBY WAIVED BY SELLER.

Default by Purchaser. Where Purchaser has recorded -------------------- his/her Sales Contract and Purchaser defaults and otherwise refuses to reconvey legal or equitable title to Nominee, Nominee shall be assign the recorded Sales Contract to FCI or FAC (as applicable, as the beneficial owners of such recorded Sales Contract, or, if applicable, as servicer under the 1993-A Pledge Agreement or the 1995 Credit Agreement) for foreclosure or other appropriate action. Subject to the provisions of Section 12 hereof, Nominee may rely on the written request of FCI or FAC, as applicable, in regard to the assignment of said recorded Sales Contracts." 8. The second sentence of Section 10 of the Agreement is hereby amended to read as follows: "Each Bank shall indemnify and hold harmless Nominee from any and all claims, demands, actions or causes of action, including all costs and expenses of any nature that Nominee may incur in connection therewith, which relate to or arise out of any action or failure to act of the Nominee, which action or inaction was in good faith pursuant to and in reliance upon written instructions from such Bank to the Nominee." 9. The first paragraph of Section 12 of the Agreement is hereby amended to read as follows: "In the event of default of Fairfield, FAC, FFC or FCC under any of the Loan Agreements, the related Bank shall notify Nominee in writing of such event at such time as notice of such default is given to Fairfield, FAC, FFC or FCC, as the case may be, which writing shall identify those Properties giving rise to Sales Contracts related to the defaulted Loan Agreement and may further instruct Nominee that, with respect to such Properties, Nominee shall act only upon the written instructions of the related Bank and any prior lienholder with respect to such Properties and the related Sales Contracts, whereupon Nominee shall only take action with respect to the Properties identified in the notice, notwithstanding instructions of FCI, FAC, FFC or FCC to the contrary, as directed by the related Bank and any prior lienholder." 10. The second paragraph of Section 12 of the Agreement is hereby amended to read as follows: "The receipt of any notice of default shall relate only to the specific Loan Agreement identified therein. As to all other Loan Agreements, Nominee shall continue to act upon the written request of Fairfield, FAC, Bank of Boston, Agent Bank, the 1992 Purchaser, the 1993-A Trustee or the 1995 Collateral Agent, as the case may be, as to the Properties relating thereto." 11. Section 13 of the Agreement is hereby amended by adding the following paragraph thereto: "Notwithstanding anything herein to the contrary and specifically notwithstanding the provisions of Section 3(a) hereof, the interest in Properties related to the 1995 Intervals granted to the 1995 Collateral Agent by this Agreement should and the 1995 Credit Agreement are hereby deemed superior and senior to any one or more of and all interests granted pursuant to the following events or conditions arise or exist: (i) Purchaser or Guarantor becomes insolvent, or generally does not pay its debts as they become due, or admits Mortgages listed in writing its inability Schedule B hereto. The parties hereto acknowledge that Nominee holds title to pay its debts, or makes a general assignment the 1995 Intervals for the benefit of creditors; or (ii) Insolvencythe purchasers of the 1995 Intervals and the 1995 Collateral Agent, receivership, reorganization or bankruptcy proceedings are commenced by or against Purchaser or Guarantor and, in subject only to the case terms and conditions of any such involuntary proceeding, that is not dismissed or stayed within sixty (60) days after it is commenced; or (iii) Purchaser fails to timely pay to Supplier any required payment under this Agreement when due, including failure to timely provide any Down Payment or any Progress Payment, which failure continues for ten (10) days after written notice of failure to make payment has been received by Purchaser from Supplier; or (iv) Purchaser fails to perform any material term or provision of this the related Sales Contracts and the 1995 Credit Agreement, including failure to timely provide respectively. The Nominee shall not transfer, pledge or assign the Guaranty to Supplier, and such failure continues for thirty (301995 Intervals except as expressly provided herein." 12. Section 14(c) Business Days following receipt of written notice from Supplier to cure such failure; provided, however, if such failure cannot with due diligence be remedied by Purchaser within such thirty (30) Business Day period, and Purchaser shall have diligently prosecuted the remedying of such failure within such thirty (30) Business Days, such period shall be extended by such additional time period as may be reasonably required by Purchaser to cure such failure; or (v) The revocation or other termination of the Guaranty by Guarantor, or the breach by Guarantor of any material term or provision of the Guaranty, including any payment obligation thereunder, which breach continues for a period of ten (10) days after written notice of such breach has been received by Guarantor from Supplier.Agreement is hereby amended to read as follows:

Default by Purchaser. Purchaser shall be in If for any reason (other than Seller’s default under or the permitted termination of this Agreement should any one by either Seller or more of the following events or conditions arise or exist: Purchaser as herein expressly provided), (i) Purchaser or Guarantor becomes insolvent, or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes a general assignment for the benefit of creditors; or (ii) Insolvency, receivership, reorganization or bankruptcy proceedings are commenced by or against Purchaser or Guarantor and, in the case of any such involuntary proceeding, that is not dismissed or stayed within sixty (60) days after it is commenced; or (iiia) Purchaser fails to timely pay consummate the purchase of the Property on the Closing Date in breach of this Agreement, or (b) Purchaser fails to Supplier perform of any required payment of its obligations to be performed prior to the Closing Date (other than its indemnity obligations under Section 3.1 of this Agreement when due, including failure Agreement) and (i) such default is susceptible to timely provide any Down Payment or any Progress Payment, which failure continues for being cured and Seller has provided ten (10) days after prior written notice of failure to make payment Purchaser upon which, if necessary, the Closing Date shall be extended to provide Purchaser such cure period (unless such default is waived by Seller), or (ii) such default is not susceptible to being cured and Seller has been received by Purchaser from Supplier; or (iv) Purchaser fails provided prior written notice to perform any material term or provision Purchaser, then Seller shall be entitled, but not required, as its sole and exclusive remedy, to terminate this Agreement and receive the ▇▇▇▇▇▇▇ Money as liquidated damages for the breach of this Agreement, including failure to timely provide the Guaranty to Supplier, and such failure continues for thirty (30) Business Days following receipt of written notice from Supplier to cure such failure; provided, however, if such failure cannot with due diligence be remedied by Purchaser within such thirty (30) Business Day period, and Purchaser neither party hereto shall have diligently prosecuted any further rights, obligations or liabilities hereunder except to the remedying of such failure within such thirty (30) Business Daysextent that any right, such period shall be extended by such additional time period as may be reasonably required by Purchaser to cure such failure; or (v) The revocation obligation or other liability set forth herein expressly survives termination of this Agreement. It is agreed between the Guaranty by Guarantor, or parties hereto that the breach by Guarantor of any material term or provision of actual damages to Seller in the Guaranty, including any payment obligation thereunder, which breach continues for a period of ten (10) days after written notice event of such breach has been received by Guarantor from Supplierare impractical to ascertain and that the ▇▇▇▇▇▇▇ Money is a reasonable estimate thereof. IN NO EVENT SHALL PURCHASER’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS OR AFFILIATES, ANY OFFICER, MANAGER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

Default by Purchaser. If Purchaser defaults for any reason under this Agreement, Seller shall be in default entitled, as its sole remedy (without limiting Seller's rights under SECTION 10.18 below), to terminate this Agreement should any one or more of and receive the following events or conditions arise or exist: (i) Purchaser or Guarantor becomes insolvent, or generally does not pay its debts ▇▇▇▇▇▇▇ Money as they become due, or admits in writing its inability to pay its debts, or makes a general assignment liquidated damages for the benefit of creditors; or (ii) Insolvency, receivership, reorganization or bankruptcy proceedings are commenced by or against Purchaser or Guarantor and, in the case of any such involuntary proceeding, that is not dismissed or stayed within sixty (60) days after it is commenced; or (iii) Purchaser fails to timely pay to Supplier any required payment under this Agreement when due, including failure to timely provide any Down Payment or any Progress Payment, which failure continues for ten (10) days after written notice of failure to make payment has been received by Purchaser from Supplier; or (iv) Purchaser fails to perform any material term or provision breach of this Agreement, including failure it being agreed between the parties hereto that the actual damages to timely provide Seller in the Guaranty event of such breach are impractical to Supplierascertain and the amount of the ▇▇▇▇▇▇▇ Money is a reasonable estimate thereof. Nothing contained in this SECTION 6.1 shall limit or prevent Seller from (a) asserting any claims against Purchaser for attorneys' fees and other amounts under SECTION 10.18 below, or (b) enforcing any indemnity obligation of Purchaser under this Agreement or preclude Seller from obtaining a damage award in connection therewith, or (c) enforcing Purchaser's other obligations and liabilities which survive a termination of this Agreement. Notwithstanding anything to the contrary in this Agreement, Seller shall not have the right to exercise its remedies under this SECTION 6.1 for a Purchaser default unless Seller has provided written notice to Purchaser specifying in reasonable detail the nature of the Purchaser default, and such failure continues for thirty the Purchaser has not cured the same within five (305) Business Days following days after the Purchaser's receipt of written such notice from Supplier to cure such failure(the "PURCHASER CURE PERIOD"), in which case the Closing shall be postponed until the date which is five (5) days after the expiration of the Purchaser Cure Period; provided, however, if such failure cannot with due diligence be remedied by Purchaser within such thirty (30) Business Day period, and that Purchaser shall have diligently prosecuted the remedying of no such failure within such thirty (30) Business Days, such period shall be extended by such additional time period as may be reasonably required by Purchaser right to cure such failure; or (v) The revocation or other termination of for failure to timely deliver the Guaranty by Guarantor, or the breach by Guarantor of any material term or provision of the Guaranty, including any payment obligation thereunder, which breach continues for a period of ten (10) days after written notice of such breach has been received by Guarantor from Supplier▇▇▇▇▇▇▇ Money.