Fill and Sign the Contribution Default Remedies in a Real Estate Venture Form

-1- 6.14[4] Clauses Relating to Defaults, Default Remedies Example 1 (General Partnership or Limited Liability Venture; Provisions Treat Bankruptcy Events Separately From Other Defaults):Section 1.01. Bankruptcy, Etc. In the event:(a) A receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or other similar official) shall take possession of a Venturer or any substantial part of its property without its consent, or a court having jurisdiction shall enter a decree or order for relief in respect of a Venturer in an involuntary case under any applicable bankruptcy, insolvency, moratorium or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or other similar official) of such Venturer or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs and such decree or order shall remain unstayed and in effect for a period of sixty [60] consecutive days; or (b) A Venturer shall commence a voluntary case under any applicable bankruptcy, insolvency, moratorium or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, conservator, sequestrator (or other similar official) of such Venturer or of any substantial part of its property, or shall make any general assignment for the benefit of creditors, or shall take any corporate action in furtherance of any of the foregoing; or (c) A Venturer shall admit in writing its inability to pay its debts as they mature; or (d) A Venturer shall give notice to any governmental body of insolvency or pending insolvency, or suspension or pending suspension of operations; then, in any such event, the other Venturer (the "Solvent Venturer") shall (i) have the right to purchase the interest of the first Venturer (the "Insolvent Venturer") in the Venture at its Fair Market Value, or (ii) at the option of the Solvent Venturer, cause a dissolution of the Venture and the Solvent Venturer shall be the Liquidating Venturer (as described in Article ___). The rights of the Solvent Venturer shall become exercisable as of the date of any such event and shall be exercised, if at all, within [120] days after the Solvent Venturer receives notice of such event. Section 1.02. Defaults.(a) If any Venturer fails to perform any of its obligations or covenants hereunder, then the other Venturer (the "Nondefaulting Venturer") shall have the right to give such party (the "Defaulting Venturer") a notice of default ("Notice of Default"). The Notice of Default shall set forth the nature of the obligations which the Defaulting Venturer has not performed. (b) If within the thirty day period following receipt of the Notice of Default, the Defaulting Venturer in good faith commences to perform such obligations and cure such default, and thereafter prosecutes to completion with diligence and continuity the curing thereof and cures such default within a reasonable time, then it shall be deemed that the Notice of Default was not -2- given and the Defaulting Venturer shall lose no rights hereunder. If, within such thirty day period, the Defaulting Venturer does not commence in good faith the curing of such default or does not thereafter prosecute to completion with diligence during the continuity thereof, then the Nondefaulting Venturer shall have the rights set forth in Section 1.02(c) below.(c) If any default is not cured as set forth in Section 1.02(b), then the Nondefaulting Venturer which gave the Notice of Default shall have the right to (i) purchase the Defaulting Venturer's interest in the Venture at its Fair Market Value [as defined elsewhere in Agreement], or (ii) at the option of the Nondefaulting Venturer, terminate this Agreement by giving the Defaulting Venturer written notice thereof, whereupon such default may be treated by such Nondefaulting Venturer as a dissolution of the Venture, and such Nondefaulting Venturer shall be the Liquidating Venturer. The rights of the Nondefaulting Venturer shall become exercisable upon the expiration of the thirty day period referred to in Section 1.02(b), or a reasonable time thereafter (determined in the judgment of the Nondefaulting Venturer) if a cure has not been completed, and shall be exercised, if at all, within sixty days after (x) the determination of Fair Market Value in the case of clause (i) above, or (y) the expiration of such thirty day period or reasonable time thereafter, as the case may be, in the case of clause (ii) above. (d) Failure by a Nondefaulting Venturer to give any notice of a default as specified herein, or any failure to insist upon strict performance of any of the terms of this Agreement, shall not constitute a waiver of any such breach or any of the terms of this Agreement. No breach shall be waived and no duty to be performed shall be altered or modified except by written instrument. One or more waivers or failures to give notice of default shall not be considered as a waiver of a subsequent or continuing breach of the same covenant. Section 1.03. Not Exclusive Remedy. The rights granted in Sections 1.01 and 1.02 above shall not be deemed an exclusive remedy of a Nondefaulting Venturer, but all other rights and remedies, legal and equitable, shall be available to it.