Common use of Default by Buyer Clause in Contracts

Default by Buyer. If Buyer fails, with or without cause, to furnish Seller with specifications and/or instructions for, or refuses to accept deliveries of any product herein sold, or is otherwise in default under or breaches or repudiates this or any other contract with Seller or fails to pay when due any invoice under said contract, all of the foregoing being known as events or event of default, then in addition to any and all other remedies which Seller may have hereunder or by law Seller without notice (1) may invoice and declare due and payable all undelivered products, whether finished or unfinished, under this or any other contract with Seller and/or (2) may defer shipment and delivery hereunder and under any other contract until such event (2) of default is (are) removed and/or (3) may cancel any undelivered portion of this and/or any other contract in whole or in part (Buyer remaining liable for damages including but not limited to the difference between the resale price of such undelivered portion and the contract price thereof) and/or (4) may declare forthwith due and payable all outstanding invoices of Buyer under this or any other contract and/or (5) may at any time and from time to time sell all or any products of Buyer or products held for Buyer for the account of Buyer at public or private sales, Buyer is to be responsible for the costs and expenses of such sale and for any deficiency, Seller accounting to Buyer for any excess (Seller having the right to become buyer of such products at any such sale) and/or (6) Seller may take possession of any products Buyer has failed or refused to receive with the right to hold or sell same as above provided. WARRANTY: SELLER HEREBY EXPRESSLY, EXCLUDES ALL EXPENSES AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OR OTHERWISE, except such warranties as are set forth in this paragraph below ANY COMPONENT SUPPLIED BY PARTIES OVER WHOM SELLER HAS NO CONTROL AS TO THE QUALITY OF THE MANUFACTURE IS HEREBY EXPRESSLY EXCLUDED FROM ALL EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OR OTHERWISE, except as set forth in the express written warranty of the supplier of such component.

Default by Buyer. If Buyer fails, with or without cause, to furnish Seller with specifications and/or instructions for, or refuses to accept deliveries of any product herein sold, or is otherwise in default under or breaches or repudiates this or any other contract with Seller or fails to pay when due any invoice under said contract, all of the foregoing being known as events or event of default, then in addition to any and all other remedies which Seller may have hereunder or by law Seller without notice (1) may invoice and declare due and payable all undelivered products, whether finished or unfinished, defaults under this or any other contract with Seller and/or Agreement (2) may defer shipment and delivery hereunder and under any other contract until such event (2) of default is (are) removed and/or (3) may cancel any undelivered portion of this and/or any other contract in whole or in part (Buyer remaining liable for damages including including, but not limited to, Seller failing to deliver any of the difference between items listed under Section 5.3 on or before the resale price Closing Date) and such default continues for ten (10) days following notice from Sellers to Buyer specifying the default (provided that no notice or cure period shall be required with respect to any default of such undelivered portion any obligations to be performed at Closing), Sellers may terminate this Agreement by giving written notice to Buyer, in which event Sellers shall be entitled to immediate payment of the Xxxxxxx Money as liquidated damages (Sellers and Buyer each hereby agreeing that determining Sellers’ actual damages would be difficult, and the contract price thereof) and/or (4) Xxxxxxx Money is a reasonable estimate of Sellers’ damages). Notwithstanding the foregoing, Sellers may declare forthwith due enforce any provisions of this Agreement which survive Closing, and payable all outstanding invoices Sellers may recover from Buyer its reasonable fees and costs of enforcing those provisions. A default by Buyer under the Harrisburg Purchase Agreement or by Buyer under the Joliet Purchase Agreement that occurs before the Closing contemplated under this Agreement shall be deemed to be a default by Buyer under this Agreement. Following a default by Buyer under the Harrisburg Purchase Agreement or Joliet Purchase Agreement and the expiration of any other contract and/or (5) may at any time applicable notice and from time to time sell all or any products of Buyer or products held for Buyer for cure period thereunder that occurs before the account of Buyer at public or private sales, Buyer is to be responsible for the costs and expenses of such sale and for any deficiencyClosing contemplated under this Agreement, Seller accounting to Buyer for may pursue any excess (Seller having the right to become buyer of such products at any such sale) and/or (6) Seller may take possession of any products Buyer has failed or refused to receive with the right to hold or sell same as above provided. WARRANTY: SELLER HEREBY EXPRESSLY, EXCLUDES ALL EXPENSES AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OR OTHERWISE, except such warranties as are set forth its remedies specified in this paragraph below ANY COMPONENT SUPPLIED BY Section 12.2 as a default by Buyer hereunder. THE PARTIES OVER WHOM SELLER HAS NO CONTROL AS FURTHER ACKNOWLEDGE AND AGREE THAT (A) BUYER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE QUALITY AMOUNT OF THE MANUFACTURE XXXXXXX MONEY IN THE EVENT THIS AGREEMENT IS HEREBY EXPRESSLY EXCLUDED FROM ALL EXPRESS TERMINATED AND IMPLIED WARRANTIES THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE DUE TO A DEFAULT OF MERCHANTABILITYBUYER UNDER THIS AGREEMENT, FITNESS AND (B) THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR OTHERWISEPENALTY, except as set forth in the express written warranty of the supplier of such component.BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLERS. Sellers’ Initials _______ Buyer’s Initials ________

Default by Buyer. If the Closing does not occur as a result of a default by Buyer, then (i) Buyer failsshall pay all escrow cancellation charges, (ii) To the extent it has not previously been delivered to Seller, the Title Company shall deliver the Xxxxxxx Money to Seller as its full and complete liquidated damages and its sole and exclusive remedy for Buyer’s default (provided that this provision shall not limit the Seller’s right to enforce Buyer’s obligations pursuant to Section 4(a), 15(f) and 15(1), and to obtain monetary damages from Buyer pursuant to those provisions above and beyond any amounts collected pursuant to this liquidated damages provision). If the transaction is not consummated because of a default by Buyer, the Xxxxxxx Money together with the interest accrued thereon shall be paid to and retained by Seller as liquidated damages. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER. Notwithstanding anything to the contrary contained in this Section 14(c), in the event of Buyer’s default or without causea termination of this Agreement, to furnish Seller with specifications and/or instructions for, shall have all remedies available at law or refuses to accept deliveries of any product herein sold, or is otherwise in default under or breaches or repudiates this equity in the event Buyer or any party related to or affiliated with Buyer is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible, and marketable title to the Property. In all other contract with events, Seller’s remedies shall be limited to those described in this Section 14(c) and Sections 4(a), 15(f) and 15(1) hereof. If Closing is consummated, Seller shall have all remedies available at law or in equity in the event Buyer fails to pay when due perform any invoice under said contract, all of the foregoing being known as events or event of default, then in addition to any and all other remedies which Seller may have hereunder or by law Seller without notice (1) may invoice and declare due and payable all undelivered products, whether finished or unfinished, under this or any other contract with Seller and/or (2) may defer shipment and delivery hereunder and under any other contract until such event (2) of default is (are) removed and/or (3) may cancel any undelivered portion of this and/or any other contract in whole or in part (Buyer remaining liable for damages including but not limited to the difference between the resale price of such undelivered portion and the contract price thereof) and/or (4) may declare forthwith due and payable all outstanding invoices obligation of Buyer under this or any other contract and/or (5) may at any time and from time to time sell all or any products of Buyer or products held for Buyer for the account of Buyer at public or private sales, Buyer is to be responsible for the costs and expenses of such sale and for any deficiency, Agreement. INITIALS: Seller accounting to Buyer for any excess (Seller having the right to become buyer of such products at any such sale) and/or (6) Seller may take possession of any products Buyer has failed or refused to receive with the right to hold or sell same as above provided. WARRANTY: SELLER HEREBY EXPRESSLY, EXCLUDES ALL EXPENSES AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OR OTHERWISE, except such warranties as are set forth in this paragraph below ANY COMPONENT SUPPLIED BY PARTIES OVER WHOM SELLER HAS NO CONTROL AS TO THE QUALITY OF THE MANUFACTURE IS HEREBY EXPRESSLY EXCLUDED FROM ALL EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OR OTHERWISE, except as set forth in the express written warranty of the supplier of such component.Buyer

Default by Buyer. If Buyer fails, with or without cause, to furnish Seller with specifications and/or instructions for, or refuses to accept deliveries of any product herein sold, or is otherwise in default under or breaches or repudiates this or any other contract with Seller or fails to pay when due perform any invoice under said contract, all of the foregoing being known as events or event of default, then in addition to any and all other remedies which Seller may have hereunder or by law Seller without notice (1) may invoice and declare due and payable all undelivered products, whether finished or unfinished, under this or any other contract with Seller and/or (2) may defer shipment and delivery hereunder and under any other contract until such event (2) of default is (are) removed and/or (3) may cancel any undelivered portion of this and/or any other contract in whole or in part (Buyer remaining liable for damages including but not limited to the difference between the resale price of such undelivered portion and the contract price thereof) and/or (4) may declare forthwith due and payable all outstanding invoices obligation of Buyer under this Agreement prior to or at any other contract and/or Closing and does not cure such failure (a) within (i) two (2) Business Days after receipt of written notice from Seller asserting such failure, if Buyer fails to timely pay or deposit any amount of money required to be paid or deposited by Buyer under this Agreement, or (ii) five (5) may at any time Business Days after receipt of written notice from Seller asserting such failure, if fails to timely deliver Closing Documents or authorize Closing if and from time to time sell all or any products when required of Buyer for Closing to occur under this Agreement, or products held for (b) within fifteen (15) Business Days after receipt of written notice from Seller asserting any such failure, if Buyer for the account fails to perform any other obligation of Buyer at public or private sales(any such failure, if not cured within such period, being a “Buyer is Default”), then Seller will be entitled, as Seller’s sole and exclusive remedy against Buyer, to be responsible for terminate this Agreement and receive the costs Deposit as Seller’s agreed and expenses total liquidated damages by giving written notice of termination to Buyer and Escrow Agent within thirty (30) days after the occurrence of such sale and for any deficiency, Seller accounting to Buyer for any excess (Seller having the right to become buyer of such products at any such sale) and/or (6) Seller may take possession of any products Buyer has failed or refused to receive with the right to hold or sell same as above providedDefault. WARRANTY: SELLER HEREBY EXPRESSLY, EXCLUDES ALL EXPENSES AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OR OTHERWISE, except such warranties as are set forth in this paragraph below ANY COMPONENT SUPPLIED BY PARTIES OVER WHOM SELLER HAS NO CONTROL AS TO THE QUALITY OF THE MANUFACTURE IS HEREBY EXPRESSLY EXCLUDED FROM ALL EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OR OTHERWISE, except as set forth The Parties have agreed that Seller’s actual damages in the express written warranty event of a Buyer Default would be extremely difficult or impracticable to determine. The Parties have therefore agreed that, considering all the facts and circumstances existing as of the supplier Effective Date, the amount of such componentthe Deposit is a reasonable Agreement of Purchase and Sale Coyote Portfolio estimate of the damages that Seller would incur in the event of a Buyer Default. Each Party specifically confirms the accuracy of the statements made above and the fact that each Party was represented by counsel who explained, at the time this Agreement was made, the consequences of this liquidated damages provision.

Default by Buyer. If Buyer fails, with or without cause, to furnish Seller with specifications and/or instructions for, or refuses to accept deliveries of any product herein sold, or is otherwise in default under or breaches or repudiates this or any other contract with Seller or fails to pay when due perform any invoice under said contract, all of the foregoing being known as events or event of default, then in addition to any and all other remedies which Seller may have hereunder or by law Seller without notice (1) may invoice and declare due and payable all undelivered products, whether finished or unfinished, under this or any other contract with Seller and/or (2) may defer shipment and delivery hereunder and under any other contract until such event (2) of default is (are) removed and/or (3) may cancel any undelivered portion of this and/or any other contract in whole or in part (Buyer remaining liable for damages including but not limited to the difference between the resale price of such undelivered portion and the contract price thereof) and/or (4) may declare forthwith due and payable all outstanding invoices obligation of Buyer under this Agreement prior to or at Closing, and does not cure such failure (a) within two (2) Business Days after receipt of written notice from Seller asserting such failure, if Buyer fails to timely pay or deposit the Deposit or any other contract and/or amount of money required to be paid or deposited by Buyer under this Agreement in connection with any Closing or (b) within five (5) may at Business Days after receipt of written notice from Seller asserting failure, if Buyer fails to timely deliver Closing Documents or authorize Closing (which, notwithstanding anything to the contrary contained elsewhere in this Agreement, shall include a failure by Buyer to obtain any time required internal approval of Buyer’s management (including, without limitation, Buyer’s board of directors), or investment committee) if and from time to time sell all or any products when required of Buyer or products held for Closing to occur under this Agreement) (any such failure, if not cured within such period, being a “Buyer Default”), then Seller will be entitled, as Seller’s sole and exclusive remedy against Buyer for such Buyer Default, to terminate this Agreement and receive the account Deposit as Seller’s agreed and total liquidated damages by giving written notice of termination to Buyer at public or private sales, Buyer is to be responsible for and Escrow Agent within thirty (30) days after the costs and expenses occurrence of such sale Buyer Default. The Parties have agreed that Seller’s actual damages in the event of a Buyer Default would be extremely difficult or impracticable to determine. The Parties have therefore agreed that, considering all the facts and for any deficiencycircumstances existing as of the Effective Date, the amount of the Deposit is a reasonable estimate of the damages that Seller accounting would incur in the event of a Buyer Default. Each Party specifically confirms the accuracy of the statements made above and the fact that each Party was represented by counsel who explained, at the time this Agreement was made, the consequences of this liquidated damages provision. The foregoing shall not be deemed to limit the liability of Buyer for any excess (payment or indemnification obligation in favor of Seller having that survives Closing or termination of this Agreement, nor shall the foregoing limit Seller’s right to become buyer of such products pursue any remedy available at law or in equity in response to any such sale) and/or (6) Seller may take possession breach of any products covenant of Buyer has failed or refused to receive with under this Agreement; provided, however, that Seller acknowledges that the right to hold or sell same as above provided. WARRANTY: SELLER HEREBY EXPRESSLY, EXCLUDES ALL EXPENSES AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OR OTHERWISE, except such warranties as are set forth in remedy of termination of this paragraph below ANY COMPONENT SUPPLIED BY PARTIES OVER WHOM SELLER HAS NO CONTROL AS TO THE QUALITY OF THE MANUFACTURE IS HEREBY EXPRESSLY EXCLUDED FROM ALL EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OR OTHERWISE, except as set forth in the express written warranty Agreement and/or retention of the supplier Deposit shall be available to Seller only upon the occurrence of such componenta Buyer Default.

Default by Buyer. If Buyer failsIf, with under the provisions of this Agreement, BUYER shall be obligated to complete the purchase of the Property but fails to do so on or without causebefore April 30, 1999 (unless caused by the default of SELLER), and such default of BUYER continues for a period of ten (10) days after written notice thereof from SELLER to furnish Seller with specifications and/or instructions forBUYER, or refuses SELLER may terminate this Agreement by written notice thereof to accept deliveries BUYER which notice of termination shall be delivered to BUYER within five days after the aforementioned ten day cure period, and SELLER's sole right and exclusive remedy against BUYER shall be to obtain the Deposit (a) as consideration for the execution of this Agreement; (b) as agreed on liquidated damages sustained by SELLER because of such default by BUYER (the parties hereto agreeing that the retention of such funds shall not be deemed a penalty, and recognizing the impossibility of precisely ascertaining the amount of damages to SELLER because of such default and hereby declaring and agreeing that the sum so retained is and represents the reasonable damages of SELLER); (c) in full settlement of any product herein sold, or is otherwise claims of damages and in default under or breaches or repudiates this or any other contract with Seller or fails to pay when due any invoice under said contract, all lieu of a specific performance by SELLER against BUYER; and (d) in consideration for the foregoing being known as events or event full and absolute release of default, then in addition to BUYER by SELLER of any and all other remedies which Seller may have hereunder or by law Seller without notice (1) may invoice and declare due and payable all undelivered products, whether finished or unfinished, further obligations under this or any Agreement. In the event BUYER defaults hereunder, BUYER shall forthwith on demand by SELLER return to SELLER all title papers and other contract with Seller and/or (2) may defer shipment and delivery hereunder and under any other contract until such event (2) of default is (are) removed and/or (3) may cancel any undelivered portion documents relating to the Property, including BUYER's copy of this and/or any other contract Agreement. In addition, if BUYER shall be obligated to complete the purchase of the Property but fails to do so on or before April 30, 1999 (unless caused by the default of SELLER), BUYER and SELLER shall notify Escrow Agent to release the Deposit to SELLER, and if BUYER cures the default and closes the transaction within said ten (10) day cure period, all prorations shall be made as of April 30, 1999 and BUYER shall pay to SELLER interest on the Purchase Price at the rate of eight (8%) percent per annum on the balance of the Purchase Price until the earlier of the Closing or the date this Agreement is terminated by SELLER or BUYER. If BUYER does not cure such default and close the transaction within said ten day period, and SELLER elects not to terminate this Agreement, BUYER may either: (i) terminate this Agreement by providing written notice thereof to SELLER, in whole or in part (Buyer remaining liable for damages including but not limited which case SELLER shall be entitled to retain the difference between the resale price of such undelivered portion and the contract price thereof) and/or (4) may declare forthwith due and payable all outstanding invoices of Buyer under this or any other contract and/or (5) may at any time and from time to time sell all or any products of Buyer or products held for Buyer for the account of Buyer at public or private sales, Buyer is to be responsible for the costs and expenses of such sale and for any deficiency, Seller accounting to Buyer for any excess (Seller having the right to become buyer of such products at any such sale) and/or (6) Seller may take possession of any products Buyer has failed or refused to receive with the right to hold or sell same as above provided. WARRANTY: SELLER HEREBY EXPRESSLY, EXCLUDES ALL EXPENSES AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OR OTHERWISE, except such warranties as are set forth in this paragraph below ANY COMPONENT SUPPLIED BY PARTIES OVER WHOM SELLER HAS NO CONTROL AS TO THE QUALITY OF THE MANUFACTURE IS HEREBY EXPRESSLY EXCLUDED FROM ALL EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OR OTHERWISE, except Deposit as set forth in (a), (b), (c), and (d) above; or (ii) continue to cure such default and close the express transaction, in which case BUYER and SELLER shall notify Escrow Agent to release the Deposit to SELLER and interest shall continue to accrue at eight (8%) percent per annum until closing. If BUYER elects to continue to cure such default, BUYER or SELLER may terminate this Agreement by providing at least ten days prior written warranty of notice thereof to the supplier of such componentother, which notice shall provide that if the Closing does not occur within said ten day period the Agreement shall be terminated and SELLER shall be entitled to retain the Deposit as set forth in (a), (b), (c), and (d) above.

Default by Buyer. If Buyer fails, with or without cause, to furnish Seller with specifications and/or instructions for, or refuses to accept deliveries of any product herein sold, or is otherwise in default under or breaches or repudiates this or any other contract with Seller or fails to pay when due perform any invoice under said contract, all of the foregoing being known as events or event of default, then in addition to any and all other remedies which Seller may have hereunder or by law Seller without notice (1) may invoice and declare due and payable all undelivered products, whether finished or unfinished, under this or any other contract with Seller and/or (2) may defer shipment and delivery hereunder and under any other contract until such event (2) of default is (are) removed and/or (3) may cancel any undelivered portion of this and/or any other contract in whole or in part (Buyer remaining liable for damages including but not limited to the difference between the resale price of such undelivered portion and the contract price thereof) and/or (4) may declare forthwith due and payable all outstanding invoices obligation of Buyer under this Agreement prior to or at any other contract and/or Closing and does not cure such failure (a) within (i) two (2) Business Days after receipt of written notice from Seller asserting such failure, if Buyer fails to timely pay or deposit any amount of money required to be paid or deposited by Buyer under this Agreement, or (ii) five (5) may at any time Business Days after receipt of written notice from Seller asserting such failure, if fails to timely deliver Closing Documents or authorize Closing if and from time to time sell all or any products when required of Buyer for Closing to occur under this Agreement, or products held for (b) within fifteen (15) Business Days after receipt of written notice from Seller asserting any such failure, if Buyer for the account fails to perform any other obligation of Buyer at public or private sales(any such failure, if not cured within such period, being a “Buyer is Default”), then Seller will be entitled, as Seller’s sole and exclusive remedy against Buyer, to be responsible for terminate this Agreement and receive the costs Deposit as Seller’s agreed and expenses total liquidated damages by giving written notice of termination to Buyer and Escrow Agent within thirty (30) days after the occurrence of such sale and for any deficiency, Seller accounting to Buyer for any excess (Seller having the right to become buyer of such products at any such sale) and/or (6) Seller may take possession of any products Buyer has failed or refused to receive with the right to hold or sell same as above providedDefault. WARRANTY: SELLER HEREBY EXPRESSLY, EXCLUDES ALL EXPENSES AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OR OTHERWISE, except such warranties as are set forth in this paragraph below ANY COMPONENT SUPPLIED BY PARTIES OVER WHOM SELLER HAS NO CONTROL AS TO THE QUALITY OF THE MANUFACTURE IS HEREBY EXPRESSLY EXCLUDED FROM ALL EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OR OTHERWISE, except as set forth The Parties have agreed that Sexxxx’s actual damages in the express written warranty event of a Buyer Default would be extremely difficult or impracticable to determine. The Parties have therefore agreed that, considering all the facts and circumstances existing as of the supplier Effective Date, the amount of such componentthe Deposit is a reasonable estimate of the damages that Seller would incur in the event of a Buyer Default. Each Party specifically confirms the accuracy of the statements made above and the fact that each Party was represented by counsel who explained, at the time this Agreement was made, the consequences of this liquidated damages provision.

Default by Buyer. If Buyer fails, with or without cause, to furnish Seller with specifications and/or instructions for, or refuses to accept deliveries of any product herein sold, or is otherwise in default under or breaches or repudiates this or any other contract with Seller or fails to pay when due any invoice under said contract, all of the foregoing being known as events or event of default, then in addition to any and all other remedies which Seller may have hereunder or by law Seller without notice (1) may invoice and declare due and payable all undelivered products, whether finished or unfinished, under this or any other contract with Seller and/or (2) may defer shipment and delivery hereunder and under any other contract until such event (2) of default is (are) removed and/or (3) may cancel any undelivered portion of this and/or any other contract in whole or in part (Buyer remaining liable for damages including but not limited to the difference between the resale price of such undelivered portion and the contract price thereof) and/or (4) may declare forthwith due and payable all outstanding invoices of Buyer under this or any other contract and/or (5) may at any time and from time to time sell all or any products of Buyer or products held for Buyer for the account of Buyer at public or private sales, Buyer is to be responsible for the costs and expenses of such sale and for any deficiency, Seller accounting to Buyer for any excess (Seller having the right to become buyer of such products at any such sale) and/or (6) Seller may take possession of any products Buyer has failed or refused to receive with the right to hold or sell same as above provided. WARRANTY: SELLER EXCEPT FOR THE WARRANTY THAT THE PRODUCTS COMPLY WITH THEIR APPLICABLE SPECIFICATIONS, BUYER MAKES NO REPRESENTATION OR WARRANTY AND HEREBY EXPRESSLYDISCLAIMS ALL OTHER WARRANTIES, EXCLUDES ALL EXPENSES AND EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR OTHERWISEUSAGE OF TRADE OR ANY OTHER MATTER. NO AGENT, except such warranties as are set forth in this paragraph below EMPLOYEE OR REPRESENTATIVE OF BUYER HAS ANY COMPONENT SUPPLIED BY PARTIES OVER WHOM SELLER HAS NO CONTROL AUTHORITY TO BIND BUYER TO ANY AFFIRMATION, REPRESENTATION OR WARRANTY EXCEPT AS TO THE QUALITY OF THE MANUFACTURE IS HEREBY EXPRESSLY EXCLUDED FROM ALL EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OR OTHERWISE, except as set forth STATED IN THIS CONTRACT. LIMITED WARRANTY REMEDY: Seller’s sole obligation and Xxxxx’s sole remedy in the express written warranty event of a breach of the supplier above warranty shall be to replace such nonconforming Products with an equivalent or newer version, determined by Seller’s sole discretion. Seller may require Buyer to return the alleged defective Products to Seller, EXW Seller’s shipping origin, before remedying a breach of such componentthe warranty. LIMITATION OF PROCEEDINGS: No action of any kind may be commenced against Seller more than one (1) year from the date Buyer’s claim or cause of action against Seller first arose.

Default by Buyer. If Buyer fails, with or without cause, to furnish Seller with specifications and/or instructions for, or refuses to accept deliveries The occurrence of any product herein soldof the following events shall constitute a “Buyer Event of Default” (unless it results from a Force Majeure Event, a breach of this Agreement by Seller or is otherwise excused pursuant to terms set forth in default under or breaches or repudiates this or any other contract with Seller or Agreement): Buyer fails to pay when due any invoice under said contract, all of amount payable by Buyer to Seller (other than amounts in dispute that are not expressly required by this Agreement to be paid) pursuant to this Agreement after the foregoing being known as events or event of default, then in addition to any and all other remedies which Seller may same shall have hereunder or by law Seller without notice (1) may invoice and declare become due and payable all undelivered products, whether finished payable; Buyer fails to perform or unfinished, under this or observe any other contract with Seller and/or (2) may defer shipment and delivery hereunder and under any other contract until such event (2) of default is (are) removed and/or (3) may cancel any undelivered portion of this and/or any other contract in whole or in part (Buyer remaining liable for damages including but not limited to the difference between the resale price of such undelivered portion and the contract price thereof) and/or (4) may declare forthwith due and payable all outstanding invoices material obligation of Buyer under this Agreement, other than those obligations specifically addressed in this Section; Any representation or warranty made by Buyer herein or in any other contract and/or certificate delivered to Seller pursuant hereto shall prove to be incorrect in any material respect, unless Buyer shall promptly commence and diligently pursue action to cause the facts or circumstances which are the subject of such representation or warranty to become true in all material respects; and Buyer becomes Bankrupt. Notice and Opportunity to Cure Event of Default . Upon actual discovery of an Event of Default, the Non-Defaulting Party claiming the occurrence of such Event of Default shall promptly provide the Defaulting Party with written notice of the Event of Default and any remedy sought (“Notice of Default”). If such notice is to Seller with respect to a Seller Event of Default, then Buyer shall provide concurrent written notice to Lead Lender. The Defaulting Party shall have thirty (30) Days to (a) cure such default, or (b) undertake dispute resolution pursuant to Article 16; provided, however, that notwithstanding the foregoing, as to a Seller Event of Default described in Section 12.1(vii) the cure period shall be as specified in Section 5.11(i), and the cure period for failure to make any timely payment shall be five (5) Business Days. If the Defaulting Party chooses to cure such default and the default cannot be reasonably cured within such thirty (30) Day period, then the cure period shall be extended by an additional thirty (30) Days, so long as the alleged Defaulting Party diligently pursues efforts to cure such default; provided that no additional extension of the cure period will apply for an Event of Default described in Sections 12.1(i), 12.1(vi) and 12.2(i). Dispute of Claim of Seller Event of Default or Buyer Event of Default . If, within thirty (30) Days of the service of a Notice of Default pursuant to Section 12.3, the alleged Defaulting Party disputes in writing that an Event of Default has occurred, either Party may at any time and from time to time sell all or any products of Buyer or products held for Buyer for the account of Buyer at public or private sales, Buyer is to be responsible for the costs and expenses seek resolution of such sale dispute pursuant to the terms of Article 16, and for this Agreement shall not be terminated by the Non-Defaulting Party prior to such resolution. Remedies . If an Event of Default has occurred, which is not cured as provided herein, then the Non-Defaulting Party may, at its discretion, take any deficiencyor all of the following actions: Proceed by appropriate proceedings, Seller accounting judicial, administrative or otherwise at law, in equity or otherwise, to Buyer for protect and enforce its rights, to recover any excess (Seller having damages to which it may be entitled hereunder, and to enforce performance by the right to become buyer Defaulting Party, including specific performance of such products at any such sale) and/or (6) Seller may take possession the Defaulting Party’s obligations hereunder. Declare an Early Termination Date and Calculation of any products Buyer has failed or refused to receive with the right to hold or sell same as above provided. WARRANTY: SELLER HEREBY EXPRESSLY, EXCLUDES ALL EXPENSES AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OR OTHERWISE, except such warranties as are set forth in this paragraph below ANY COMPONENT SUPPLIED BY PARTIES OVER WHOM SELLER HAS NO CONTROL AS TO THE QUALITY OF THE MANUFACTURE IS HEREBY EXPRESSLY EXCLUDED FROM ALL EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OR OTHERWISE, except Settlement Amounts as set forth in (a) through (d) below. Declaration of an Early Termination Date and Calculation of Settlement Amounts. If an Event of Default shall have occurred and be continuing, the express written warranty Non-Defaulting Party shall have the right (x) to designate a day, no earlier than the day such notice is effective and no later than ninety (90) Days after such notice is effective, as an early termination date (“Early Termination Date”) to accelerate all amounts owing between the Parties and to liquidate and terminate this Agreement and liquidate all amounts due and owing between the Parties, (y) withhold any payments due to the Defaulting Party under this Agreement, and (z) suspend performance. The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount for this Agreement as of the supplier Early Termination Date (or, to the extent that in the reasonable opinion of such componentthe Non-Defaulting Party certain of matters under the Agreement are commercially impracticable to liquidate and terminate or may not be liquidated and terminated under applicable law on the Early Termination Date, as soon thereafter as is reasonably practicable). Upon demand, the Defaulting Party shall promptly pay the Settlement Amount to the Non-Defaulting Party.

Default by Buyer. If Buyer failsfails to perform its obligations under this Agreement, with or without causeSeller may forfeit this Agreement as provided in Iowa Code (Chapter 656), in which case this Agreement shall be deemed null and void and Seller's Attorney shall deliver the Down Payment to furnish Seller, or, at Seller's option, upon thirty days' written notice of intention to accelerate the payment of the entire balance due because of Buyer's default (during which thirty days the default is not corrected), Seller with specifications and/or instructions formay declare the entire balance immediately due and payable. Thereafter, this Agreement may be foreclosed in equity and the Court may appoint a receiver. Additionally, in the event Purchaser fails to make any payment of the purchase price promptly when the same shall become due as herein specified, or refuses promptly to accept deliveries perform any covenant or agreement herein contained, Sellers may elect to specifically enforce this agreement or to terminate this agreement and retain as liquidated damages any payments theretofore made hereunder by Purchaser; provided that if such payments are inadequate to compensate Sellers for their damages, or no payments have been made, Sellers may exercise their right to sue for damages for Purchaser’s default. Sellers may elect to bring action, or actions, on any intermediate overdue installment or on any payments, or payments made by Sellers and repayable by Purchaser, it being stipulated that the covenant to pay intermediate installments, or to pay items repayable by Purchaser is independent of the covenant to make a deed, and that every such action is any action arising on contract for the recovery of money only, as if the promise to pay had been expressed in a different instrument, and that no such action shall constitute an election not to proceed otherwise as to any subsequent default. No waiver by Sellers of any product herein sold, or is otherwise in default under or breaches or repudiates this or any other contract with Seller or fails to pay when due any invoice under said contract, all on the party of the foregoing being known Purchaser shall be construed as events or event of default, then in addition to any and all other remedies which Seller may have hereunder or by law Seller without notice (1) may invoice and declare due and payable all undelivered products, whether finished or unfinished, under this or any other contract with Seller and/or (2) may defer shipment and delivery hereunder and under any other contract until such event (2) of default is (are) removed and/or (3) may cancel any undelivered portion of this and/or any other contract in whole or in part (Buyer remaining liable for damages including but not limited to the difference between the resale price of such undelivered portion and the contract price thereof) and/or (4) may declare forthwith due and payable all outstanding invoices of Buyer under this or any other contract and/or (5) may at any time and from time to time sell all or any products of Buyer or products held for Buyer for the account of Buyer at public or private sales, Buyer is to be responsible for the costs and expenses of such sale and for any deficiency, Seller accounting to Buyer for any excess (Seller having the right to become buyer of such products at any such sale) and/or (6) Seller may take possession a waiver of any products Buyer has failed or refused to receive with the right to hold or sell same as above provided. WARRANTY: SELLER HEREBY EXPRESSLY, EXCLUDES ALL EXPENSES AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OR OTHERWISE, except such warranties as are set forth in this paragraph below ANY COMPONENT SUPPLIED BY PARTIES OVER WHOM SELLER HAS NO CONTROL AS TO THE QUALITY OF THE MANUFACTURE IS HEREBY EXPRESSLY EXCLUDED FROM ALL EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OR OTHERWISE, except as set forth in the express written warranty of the supplier of such componentsubsequent default.

Default by Buyer. If Buyer fails, with or without cause, to furnish Seller with specifications and/or instructions for, or refuses to accept deliveries of any product herein sold, or is otherwise in default under or breaches or repudiates this or any other contract with Seller or fails to pay when due perform any invoice under said contract, all of the foregoing being known as events or event of default, then in addition to any and all other remedies which Seller may have hereunder or by law Seller without notice (1) may invoice and declare due and payable all undelivered products, whether finished or unfinished, under this or any other contract with Seller and/or (2) may defer shipment and delivery hereunder and under any other contract until such event (2) of default is (are) removed and/or (3) may cancel any undelivered portion of this and/or any other contract in whole or in part (Buyer remaining liable for damages including but not limited to the difference between the resale price of such undelivered portion and the contract price thereof) and/or (4) may declare forthwith due and payable all outstanding invoices obligation of Buyer under this Agreement prior to or at Closing, and does not cure such failure (a) within two (2) Business Days after receipt of written notice from Seller asserting such failure, if Buyer fails to timely pay or deposit the Deposit or any other contract and/or amount of money required to be paid or deposited by Buyer under this Agreement in connection with any Closing or (b) within five (5) may at Business Days after receipt of written notice from Seller asserting failure, if Buyer fails to timely deliver Closing Documents or authorize Closing (which, notwithstanding anything to the contrary contained elsewhere in this Agreement, shall include a failure by Buyer to obtain any time required internal approval of Buyer’s management (including, without limitation, Buyer’s board of directors), or investment committee) if and from time to time sell all or any products when required of Buyer or products held for Closing to occur under this Agreement) (any such failure, if not cured within such period, being a “Buyer Default”), then Seller will be entitled, as Seller’s sole and exclusive remedy against Buyer for such Buyer Default, to terminate this Agreement and receive the account Deposit as Seller’s agreed and total liquidated damages by giving written notice of termination to Buyer at public or private sales, Buyer is to be responsible for and Escrow Agent within thirty (30) days after the costs and expenses occurrence of such sale Buyer Default. The Parties have agreed that Seller’s actual damages in the event of a Buyer Default would be extremely difficult or impracticable to determine. The Parties have therefore agreed that, considering all the facts and for any deficiencycircumstances existing as of the Effective Date, the amount of the Deposit is a reasonable estimate of the damages that Seller accounting would incur in the event of a Buyer Default. Each Party specifically confirms the accuracy of the statements made above and the fact that each Party was represented by counsel who explained, at the time this Agreement was made, the consequences of this liquidated damages provision. The foregoing shall not be deemed to limit the liability of Buyer for any excess (payment or indemnification obligation in favor of Seller having that survives Closing or termination of this Agreement, nor shall the foregoing limit Seller’s right to become buyer of such products pursue any remedy available at law or in equity in response to any such sale) and/or (6) Seller may take possession breach of any products covenant of Buyer has failed or refused to receive with under this Agreement; provided, however, that Seller acknowledges that the right to hold or sell same as above provided. WARRANTY: SELLER HEREBY EXPRESSLY, EXCLUDES ALL EXPENSES AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OR OTHERWISE, except such warranties as are set forth in remedy of termination of this paragraph below ANY COMPONENT SUPPLIED BY PARTIES OVER WHOM SELLER HAS NO CONTROL AS TO THE QUALITY OF THE MANUFACTURE IS HEREBY EXPRESSLY EXCLUDED FROM ALL EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OR OTHERWISE, except as set forth in the express written warranty Agreement and/or retention of the supplier Deposit shall be available to Seller only upon the occurrence of such component.a Buyer Default. Agreement of Purchase and SaleCMFT Portfolio 58