Common use of Default by the Manager Clause in Contracts

Default by the Manager. (a) If the Manager materially breaches this ---------------------- - Agreement or the Stockholders' Agreement and the Manager fails to cure such breach within 10 days after receipt of written notice from the Company advising the Manager of the action allegedly resulting in such breach (or, if such breach is not susceptible of cure within such period, fails to cure such breach as promptly as possible, but in any event, within 90 days after receipt of written notice from the Company), provided that the foregoing 90 day cure period will -------- not apply to any willful breach of either such agreement by the Manager or (b) - if the Manager, or any employee or consultant thereof, engages in any act of gross negligence, dishonesty, willful malfeasance or gross misconduct that is materially injurious to the Company and its subsidiaries taken as a whole, then the Company may elect, by written notice to the Manager, to terminate this Agreement or (c) if the Manager defaults under any material agreement to which - it is a party and the Company reasonably believes that the Manager will be unable to pay its debts as such debts become due (whether upon maturity, acceleration or otherwise). Any such termination shall be effective as of the date specified in the notice of termination. Without limiting the generality of subsection (a) above, any breach of Section 8.1 hereof shall be deemed to be a material breach of this Agreement entitling the Company to terminate this Agreement. ▇▇▇▇▇ shall be entitled to exercise all of the Company's rights under this Section 7.1.

Default by the Manager. An Event of Default with respect to the Manager shall occur in the event of any of the following: (a) If the Bankruptcy of the Manager, (b) the gross negligence or willful misconduct of the Manager materially breaches with respect to its duties and obligations under this ---------------------- - Agreement, (c) the Manager’s failure to keep, observe or perform any material covenant, agreement, term or provision of this Agreement to be kept, observed or performed by the Stockholders' Agreement and Manager, which failure shall continue (i) for a period of five (5) Business Days after the Manager fails to cure such breach within 10 days after receipt of written receives notice from the applicable Company advising in case of monetary defaults or (ii) for a period of twenty (20) Business Days after the Manager of the action allegedly resulting in such breach (or, if such breach is not susceptible of cure within such period, fails to cure such breach as promptly as possible, but in any event, within 90 days after receipt of written receives notice from the Company)applicable Company in the case of non-monetary defaults, provided in each case, specifying the default; provided, however, that the foregoing 90 day cure period will -------- if such non-monetary default cannot apply to any willful breach of either be cured within such agreement by the Manager or twenty (b20) - if the Manager, or any employee or consultant thereof, engages in any act of gross negligence, dishonesty, willful malfeasance or gross misconduct that is materially injurious to the Company and its subsidiaries taken as a wholeBusiness Day period, then the Company may elect, by written notice to the Manager, to terminate this Agreement or (c) if the Manager defaults under any material agreement to which - it is a party and the Company reasonably believes that the Manager will be unable to pay its debts as such debts become due (whether upon maturity, acceleration or otherwise). Any such termination shall be effective as of the date specified in the notice of termination. Without limiting the generality of subsection (a) above, any breach of Section 8.1 hereof shall be deemed to be a material breach of this Agreement entitling the Company to terminate this Agreement. ▇▇▇▇▇ shall be entitled to exercise all such additional time as shall be reasonable, provided the default is curable and the Manager has promptly proceeded to commence cure of such default within said period, and thereafter diligently prosecutes the cure to completion; provided, however, that in no event shall such additional time exceed ninety (90) days, (d) a Change in Control of the Manager or FVE to which DHC does not consent, provided that, to the extent DHC votes in its capacity as a shareholder of FVE in favor of a Change in Control of FVE, such vote shall constitute consent to such Change in Control, or (e) a default by the Manager, FVE or any Affiliate of the Manager or FVE under the Guaranty or any other agreement between the Manager, FVE or an Affiliate of the Manager or FVE and a Company or an Affiliate of a Company's rights under this Section 7.1, which continues beyond any applicable notice and cure period.