Common use of Default by Seller Clause in Contracts

Default by Seller. Except as specifically provided elsewhere in this Contract, in the event that Seller fails to consummate this Contract or if Seller fails to perform any of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may as its only remedy either (i) terminate this Contract by giving written notice thereof to Seller prior to or at the Closing, in which event Purchaser will be entitled to a return of the Deposit Note, whereupon neither party hereto will have any further rights or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived its right to enforce specific performance of this Contract.

Default by Seller. Except as specifically provided elsewhere in this Contract, in In the event that Seller fails to consummate this Contract or if Seller fails to perform any of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from the transactions contemplated hereby do not occur as herein provided by reason of any reason other than the termination default of this Contract by Seller, Purchaser pursuant to a right to terminate expressly set forth in this Contract or may, as Purchaser's failure sole and exclusive remedy, elect by notice to perform Purchaser's obligations under this ContractSeller within ten (10) Business Days following the Closing Date, Purchaser may as its only remedy either of the following: (ia) terminate this Contract by giving written notice thereof to Seller prior to or at the ClosingAgreement, in which event Purchaser will be entitled to a return of receive from the Deposit NoteEscrow Agent the Xxxxxxx Money Deposit, together with all interest accrued thereon, whereupon neither party hereto Seller and Purchaser will have any no further rights or obligations hereunderunder this Agreement, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, to the Termination Surviving Obligations; or (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) seek to enforce specific performance of Seller's duties and obligations under this Contract, provided that Agreement. Purchaser expressly waives its rights to seek damages in the right to enforce specific performance shall event the transactions hereunder do not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability close by reason of Seller's default hereunder. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause terminate this Agreement and receive back the Xxxxxxx Money Deposit if Purchaser fails to advise Seller, on or before thirty (i30) above and shall be deemed days following the Closing Date or thirty (30) days following the last date to have waived its right which Seller had exercised an extension of the Closing past the Closing Date, that it intends to enforce file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located, and if Purchaser fails to actually file such suit within thirty (30) days thereafter. Notwithstanding the foregoing, nothing contained in this Section 13.1 will limit Purchaser's remedies at law, in equity or as herein provided in pursuing remedies of this Contracta breach by Seller of any of the Termination Surviving Obligations.

Default by Seller. Except as specifically provided elsewhere in this Contract, in In the event that Seller fails to consummate this Contract or if Seller fails to perform any of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from Agreement for any reason other than Purchaser’s default hereunder or the permitted termination of this Contract Agreement by Seller or Purchaser pursuant to a right to terminate as herein expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contractprovided, Purchaser may shall be entitled, as its only remedy sole remedy, either (ia) terminate this Contract by giving written notice thereof to Seller prior to or at receive the Closing, in which event Purchaser will be entitled to a return of the Deposit NoteXxxxxxx Money and to receive a reimbursement for Purchaser’s actual and documented out-of-pocket costs, whereupon neither party hereto will have fees and expenses, paid or incurred by in connection with this Agreement and the Seller Affiliate Agreements in an amount not to exceed the sum of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) in the aggregate among this Agreement and the Seller Affiliate Agreements, which return and reimbursement shall operate to terminate this Agreement and release Seller from any further rights or obligations and all liability hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) to enforce specific performance of Seller's duties ’s obligation to execute the documents required to convey the Property to Purchaser, it being understood and obligations under this Contract, provided agreed that the right to enforce remedy of specific performance shall not require be available to enforce any other obligation of Seller hereunder. Purchaser expressly waives its rights to remove any title encumbrances placed on seek damages in the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability event of Seller’s default hereunder. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause (i) above if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in the county and shall be deemed state in which the Property is located, on or before fifteen (15) days following the date upon which Closing was to have waived its right occurred. The foregoing is not intended to enforce specific performance of this Contractlimit Seller’s obligations under Section 10.24 hereof.

Default by Seller. Except as specifically provided elsewhere in this Contract, in In the event that Seller fails to consummate this Contract or if Seller fails to perform any of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from the transactions contemplated hereby do not occur as herein provided by reason of any reason other than the termination default of this Contract by Seller, Purchaser pursuant to a right to terminate expressly set forth in this Contract or may, as Purchaser's failure sole and exclusive remedy, elect by notice to perform Purchaser's obligations under this ContractSeller within thirty (30) days following the Scheduled Closing Date, Purchaser may as its only remedy either of the following: (ia) terminate this Contract by giving written notice thereof to Seller prior to or at the ClosingAgreement, in which event Purchaser will be entitled receive from the Escrow Agent the Xxxxxxx Money Deposit, together with all interest accrued thereon, plus out of pocket costs and expenses incurred in connection with this transaction not to a return of the Deposit Noteexceed $33,333.33, whereupon neither party hereto Seller and Purchaser will have any no further rights or obligations hereunderunder this Agreement, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, to the Termination Surviving Obligations; or (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) seek to enforce specific performance of Seller's duties obligation to execute the documents required to convey the Property to Purchaser and obligations under this Contractto remove liens to the extent required by Section 6.3(b), provided it being understood and agreed that the right to enforce remedy of specific performance shall not require be available to enforce any other obligation of Seller hereunder. Purchaser expressly waives its rights to remove any title encumbrances placed on seek damages in the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability event of Seller's default hereunder except for actual damages incurred by Purchaser due to fraudulent acts of Seller, but in no event shall Purchaser be entitled to seek speculative, consequential or punitive damages. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause (i) above terminate this Agreement and shall be deemed receive back the Xxxxxxx Money Deposit if Purchaser fails to have waived its right to enforce file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located on or before thirty (30) days following the Scheduled Closing Date. Notwithstanding the foregoing, nothing contained in this Section 13.1 will limit Purchaser's remedies at law, in equity or as herein provided in pursuing remedies of this Contracta breach by Seller of any of the Termination Surviving Obligations.

Default by Seller. Except as specifically provided elsewhere in this Contract, in In the event that Seller fails to consummate this Contract or if Seller fails to perform any of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from Agreement for any reason other than Purchaser's default or the permitted termination of this Contract Agreement by Seller or Purchaser pursuant as herein expressly provided, Purchaser shall be entitled, as its sole remedy, either (a) to a right receive the Xxxxxxx Money and, if Seller is in default under this Agreement, reimbursement from Seller for Purchaser's actual third-party out-of-pocket costs and expenses (including reasonable attorneys' fees) up to $50,000, in which event this Agreement shall terminate expressly and Seller shall be released from any and all liability under this Agreement (except for those rights, obligations or liabilities set forth in this Contract Agreement which expressly survive termination of this Agreement), or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may as its only remedy either (i) terminate this Contract by giving written notice thereof to Seller prior to or at the Closing, in which event Purchaser will be entitled to a return of the Deposit Note, whereupon neither party hereto will have any further rights or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) to enforce specific performance of Seller's duties obligation to execute and obligations under this Contractdeliver the documents required to convey the Property to Purchaser, provided it being understood and agreed that the right to enforce remedy of specific performance shall not require be available to enforce any other obligation of Seller hereunder; provided, however, provided, however, that if, as a result of any act or omission of Seller, Purchaser pursues, but cannot be granted, a decree of specific performance by a court of competent jurisdiction, then, and only in such instance, may Purchaser seek such other remedies as are available to remove any title encumbrances placed on Purchaser at law or in equity. Such act or omission would include, by way of example and not limitation, the conveyance of the Property after to a third party, the Effective Date execution of a lease modification or require amendment or new Lease (in violation of the provisions of Section 5.4(c)) or the failure to satisfy a lien which Seller has expressly agreed herein to perform any covenant beyond satisfy and discharge. Except as expressly provided herein, Purchaser expressly waives its rights to seek damages in the then current ability event of Seller's default hereunder. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause terminate this Agreement and receive back the Xxxxxxx Money if Purchaser fails to file suit for specific performance against Seller in a local or Federal court in the District of Columbia, on or before sixty (i60) above and shall be deemed days following the date upon which Closing was to have waived its right to enforce specific performance of this Contract.occurred. 65535RT65535CLE VIIRISK OF LOSS

Default by Seller. Except If Seller is in default of any of its obligations hereunder and such default continues for five (5) business days after written notice from Buyer to Seller, which written notice shall detail such default, then Buyer shall have the right, as specifically provided elsewhere in its sole and exclusive remedy (except as hereinafter otherwise provided), (a) to terminate this ContractAgreement by written notice to Seller, promptly after which the Title Company shall return the Deposit to Buyer and, thereafter, Seller and Buyer shall not have any further liability hereunder except for obligations which by the express terms of this Agreement survive the termination of this Agreement, or (b) to seek specific performance of this Agreement by Seller. Notwithstanding the foregoing provisions of this Section 11.2, in the event that specific performance is unavailable (for example, but not by way of limitation, because Seller fails has conveyed or encumbered all or part of the Property to consummate this Contract a third party without notice) or if Seller fails to perform any in the event Seller’s default is a result of the willful misconduct of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may as its only remedy either (i) terminate this Contract by giving written notice thereof to Seller prior to or at the ClosingBuyer shall, in which event Purchaser will addition to the remedy under clause (a) of the preceding sentence, be entitled to recover its actual damages (but not consequential or punitive damages) incurred as a return result of Seller’s default; provided, however, that Seller’s liability for damages incurred as a result of Seller’s default shall be limited to an amount equal to the amount of the Deposit Note, whereupon neither party hereto will made by Buyer hereunder. As a condition precedent to Buyer exercising any right it may have any further rights or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file bring an action for specific performance of this Contract on or before hereunder, Buyer must commence such an action within ninety (90) days after the date occurrence of Seller’s default. Buyer agrees that its failure to timely commence such non-performance, Purchaser an action for specific performance within such ninety (90) day period shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived a waiver by it of its right to enforce commence an action for specific performance performance, as well as a waiver by it of this Contractany right it may have to file or record a notice of lis pendens or notice of pendency of action or similar notice against any portion of the Property.

Default by Seller. Except as specifically provided elsewhere in this Contract, in In the event that Seller the transaction contemplated by this Agreement fails to consummate this Contract or if Seller fails close due to perform any of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contractdefault, Purchaser may shall be entitled, as its only remedy either sole remedy, either: (ia) terminate this Contract by giving written notice thereof to Seller prior to or at receive the Closing, in which event Purchaser will be entitled to a return of the Deposit NoteDeposit, whereupon neither party hereto will have which return shall operate to terminate this Agreement and release Seller from any further rights or obligations and all liability hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) provided that Seller shall reimburse Purchaser for its out of all reasonable out-of-pocket costs associated incurred by Purchaser in connection with the negotiation and preparation of this Agreement and its examination inspection of the Property, includingnot to exceed $75,000, the plus reimbursement of any fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms due pursuant to Section 10.16 hereof or (iib) to enforce specific performance of Seller's duties and obligations under this ContractAgreement, provided it being acknowledged that the right to enforce Property is unique and that monetary damages would not be an adequate remedy of specific performance shall not require be available to enforce any other obligation of Seller hereunder. Purchaser shall be deemed to remove any title encumbrances placed on have elected to terminate this Agreement and receive back the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Deposit if Purchaser fails to file an action suit for specific performance of this Contract against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before ninety (90) days after following the date of such non-performance, Purchaser shall be deemed upon which Closing was to have elected occurred. If Purchaser timely elects to proceed under clause (i) above and shall be deemed to have waived its right to enforce seek specific performance of this ContractAgreement, then as a condition precedent to any suit for specific performance, Purchaser shall, on or before the Closing Date, time being of the essence, fully perform all of its obligations hereunder which arc capable of being performed (other than the payment of the Purchase Price, which shall be paid as and when required by the court in the suit for specific performance). In addition, notwithstanding any provision to the contrary contained in this Agreement, the parties hereto hereby agree that Seller's aggregate liability for any actual or alleged default or breach of this Agreement (including, without limitation, any breach of a representation or warranty made by Seller hereunder, but excluding any claim based upon Seller failure to close the sale of the Property when legally required to do so as to which Purchaser's sole remedies are set forth in the first sentence of this Section 6.2), or any other claim arising under or relating to this Agreement and/or the Property, shall not exceed the Cap (as defined in Section 5.3 hereof). The foregoing limitation of remedies and liability was separately bargained for and constitutes material consideration for Seller entering into this Agreement.

Default by Seller. Except as specifically provided elsewhere in Buyer shall have the right to terminate this Contract, Agreement at or prior to the Closing Date in the event that Seller fails to consummate this Contract defaults in the performance of any material obligation hereunder or if any representations or warranties of Seller are materially false, and Seller fails to perform correct or satisfy such default or falsity within ten (10) days after written notice is given to Seller or such longer period as shall be required to correct or satisfy such default or falsity, provided that Seller promptly and diligently prosecute the cure or satisfaction. If such notice is given within ten (10) days of the Closing Date, the Closing shall be delayed for the number of days to permit the cure of the default but in no event more than thirty (30) days. In the event that Seller has failed to cure the default within the required period, Buyer shall be entitled to exercise all of its rights in law or in equity by reason of the breach by Seller of this Agreement. If Seller shall breach or threaten to breach any of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination provisions of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this ContractAgreement, Purchaser may as its only remedy either (i) terminate this Contract by giving written notice thereof to Seller prior to or at the ClosingBuyer, in which event Purchaser addition to any other remedies it may have at law or in equity, will be entitled to a return restraining order, injunction or other similar remedy in order to specifically enforce the provisions of this Agreement. Seller and Buyer specifically acknowledge that money damages alone would be an inadequate remedy for the Deposit Note, whereupon neither party hereto will have any further rights or obligations hereunder, except (a) that injuries and damage which would be suffered and incurred by Buyer as a result of a breach by Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation provisions of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of SellerAgreement. In the event Purchaser fails that Buyer seeks an injunction hereunder, Seller hereby waives any requirement for the posting of a bond or other security. Notwithstanding anything to file an action for specific performance of the contrary contained in this Contract on or before ninety (90) days after Section 16.2, Buyer shall have the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived its right to enforce specific performance of waive any default by Seller and require the transactions contemplated by this ContractAgreement to be consummated on the Closing Date.

Default by Seller. Except If the sale contemplated hereby is not consummated because of a default by Seller in its obligation to sell the Property in accordance with this Agreement after Purchaser has performed or tendered performance of all of its obligations in accordance with this Agreement, then Purchaser, as specifically provided elsewhere in this Contract, in the event that Seller fails to consummate this Contract or if Seller fails to perform any of Seller's other material obligations hereunder its sole and exclusive remedy shall elect either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right (a) to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may as its only remedy either (i) terminate this Contract by giving written notice thereof to Seller prior to or at the ClosingAgreement, in which event Purchaser will be entitled to a return all other rights and obligations of the Deposit Note, whereupon neither party hereto will have any further rights Seller and the Purchaser hereunder (except those set forth herein which expressly survive a termination of this Agreement) shall terminate immediately; or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated to waive such matter or condition and proceed to Closing, with no reduction in the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of SellerPurchase Price. In the event of such termination, the Exxxxxx Money shall be refunded by the Escrow Agent to the Purchaser and Seller shall pay Purchaser’s Transaction Costs up to the amount of the Purchaser’s Transaction Costs Cap. Notwithstanding the preceding sentence, if, at Closing, the Seller fails to file comply in any material respect with any of its obligations contained in Section 6.2 or Section 6.4 (the “Closing Obligations”), and if all conditions precedent to the Seller’s obligations hereunder have been satisfied and the Purchaser has fully performed all of its obligations under the Agreement, the Purchaser shall have, in addition to the Purchaser’s remedies contained in the preceding sentence, the option to waive all other actions, rights, or claims for damages for such failure, other than costs and expenses incurred in enforcing this Agreement, and to bring an equitable action to enforce the Closing Obligations by specific performance; provided, (a) the Purchaser shall provide written notice of the Purchaser’s intention to enforce the Closing Obligations by specific performance, and (b) the Purchaser’s suit for specific performance of this Contract shall be filed against the Seller in a court having jurisdiction in the county and state in which the Property is located, on or before ninety sixty (9060) days after following the date of such non-performanceClosing Date, failing which, the Purchaser shall be barred from enforcing the Closing Obligations by specific performance and shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived its right to enforce specific performance of terminate this ContractAgreement as provided herein.

Default by Seller. Except as specifically provided elsewhere Notwithstanding any provision in this ContractAgreement to the contrary, in if Closing of the event that Seller fails to consummate this Contract or if Seller fails to perform purchase and sale transaction provided for herein does not occur as herein provided by reason of any default of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may may, as its only remedy Purchaser’s sole and exclusive remedies, elect by written notice to Seller within five (5) Business Days following the scheduled Closing Date, to either (ia) terminate this Contract by giving written notice thereof to Seller prior to or at the ClosingAgreement, in which event Seller shall be obligated to promptly reimburse Purchaser for its actual out of pocket costs incurred in connection with this Agreement or the Property including, but not limited to, the negotiation of this Agreement, Purchaser’s due diligence with respect to the Property, Purchaser’s financing with respect to the Property (including, but not limited to, good faith deposits, commitment fees, and costs of hedging and other rate lock contracts), and all of Purchaser’s legal fees and expenses related thereto, not to exceed, however, $700,000.00 with respect to this Agreement and the Other Property Agreements in the aggregate, and Purchaser shall receive from the Title Company the Xxxxxxx Money Deposit, whereupon Seller and Purchaser will be entitled to a return of the Deposit Note, whereupon neither party hereto will have any no further rights or obligations hereunderunder this Agreement, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect theretoto the Termination Surviving Obligations, or (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file an action for pursue specific performance of this Contract on Agreement, so long as any action or before ninety proceeding commenced by Purchaser against Seller shall be filed and served within thirty (9030) days after of the date of such non-performancescheduled Closing Date, and, in either event, Purchaser hereby waives all other remedies, including without limitation, any claim against Seller for damages of any type or kind including, without limitation, consequential or punitive damages. Unless otherwise expressly required pursuant to this Agreement, in no event shall Seller be deemed obligated to have elected undertake any of the following (A) change the condition of the Property or restore the same after any fire or casualty; (B) expend money or post a bond to proceed under clause remove or insure over anything other than a Must-Cure Matter or to correct any matter shown on a survey of the Property; (iC) above secure any permit with respect to the Property or Seller’s conveyance thereof; or (D) expend any money to repair, improve or alter the Improvements or any portion thereof. Notwithstanding the foregoing, nothing contained in this Section 13.1 will limit Purchaser’s remedies at law, in equity or as herein provided in the event of a breach by Seller of any of the Closing Surviving Obligations after Closing or the Termination Surviving Obligations after termination, subject to the terms and shall be deemed to have waived its right to enforce specific performance provisions of this ContractAgreement.

Default by Seller. Except as specifically provided elsewhere in this Contract, in (a) In the event that Seller fails to consummate this Contract or if Seller fails to perform any of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from the transactions contemplated hereby do not occur as herein provided by reason of any reason other than the termination default of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations Seller under this ContractAgreement, Purchaser may may, as its only remedy Purchaser’s sole and exclusive remedy, elect by notice to Seller within ten (10) Business Days following the Scheduled Closing Date, either of the following: (i) to terminate this Contract by giving written notice thereof to Seller prior to or at the ClosingAgreement, in which event Purchaser will be entitled to a return of receive from the Deposit NoteEscrow Agent the Xxxxxxx Money Deposit, whereupon neither party hereto and thereafter Seller and Purchaser will have any no further rights or obligations hereunderunder this Agreement, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with to the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms Termination Surviving Obligations; or (ii) seek to enforce specific performance of Seller's duties ’s obligation to execute the documents required to convey Seller’s LLC Interest to Purchaser, it being understood and obligations under this Contract, provided agreed that the right to enforce remedy of specific performance shall not require be available to enforce any other obligation of Seller hereunder. Other than as expressly set forth in Section 13.1(b) below, Purchaser expressly waives its rights to remove any title encumbrances placed on seek damages in the Property after event that the Effective Date or require Seller to perform any covenant beyond the then current ability Closing does not occur by reason of Seller’s default hereunder. In Purchaser shall be deemed to have elected to terminate this Agreement and receive back the event Xxxxxxx Money Deposit if Purchaser fails to file an action suit for specific performance of this Contract against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before ninety (90) days after following the date Scheduled Closing Date. Notwithstanding the foregoing as to the Termination Surviving Obligations, nothing contained in this Section 13.1 will limit Purchaser’s remedies at law, in equity or as herein provided in pursuing remedies of such non-performancea breach by Seller of any of the Termination Surviving Obligations. Purchaser specifically waives its rights to seek any punitive, Purchaser shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived its right to enforce specific performance of this Contractspeculative, or consequential damages.

Default by Seller. Except as specifically provided elsewhere in this Contract, in the event that Seller fails to consummate this Contract or if Seller fails to perform any of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may as its only remedy either If (i) Seller shall default in any of its material obligations to be performed on the Closing Date or (ii) Seller shall default in the performance of any of its material obligations to be performed prior to the Closing Date and, with respect to any default under this clause (ii) only, such default shall continue for 5 days after notice to Seller, Purchaser shall have the right to elect, as its sole remedies, to (A) terminate this Contract Agreement by giving written notice thereof to Seller prior to or at Seller, promptly after which the Closing, in which event Purchaser will Exxxxxx Money shall be entitled to a return of the Deposit Note, whereupon neither party hereto will have any further rights or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver returned to Purchaser the Deposit Note (provided Purchaser is not in default in any material respect hereunder), and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket actual, reasonable, third-party costs associated and expenses incurred in connection with this Agreement, not to exceed $500,000 in the negotiation aggregate, (B) waive the condition and preparation proceed to close the transaction, or (C) seek specific performance of this Agreement by Seller and Seller shall reimburse Purchaser for its examination of the Propertyactual, includingreasonable, the fees third-party costs and disbursements of its counselexpenses incurred in enforcing such remedy; provided, advisershowever, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that the as a condition precedent to Purchaser exercising any right it may have to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file bring an action for specific performance as the result of this Contract on Seller’s failure or before ninety refusal to perform its obligations hereunder, Purchaser must commence such an action within sixty (9060) days after the date Purchaser has Knowledge of such non-performancedefault. Purchaser agrees that its failure to timely commence such an action for specific performance within such sixty (60) day period shall be deemed a waiver by it of its right to commence such an action. Notwithstanding the foregoing, if Seller or the sellers under any Related Agreement intentionally breaches or intentionally fails to take an action solely within the control of Seller or such other seller(s) that Seller or such other seller(s) is/are obligated to take under this Agreement or any Related Agreement and as a result thereof Purchaser’s ability to close the transaction contemplated under this Agreement or any Related Agreement is materially impaired, Purchaser shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived its the right to enforce specific performance commence a suit against Seller and/or such other seller(s) for monetary damages in an amount not to exceed Five Million Dollars ($5,000,000) in the aggregate, as liquidated damages, it being understood that Purchaser’s actual damages in the event of this Contract.such default are difficult to ascertain and that such proceeds represent the parties’ best current estimate of such. SELLER AND PURCHASER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION AND BY THEIR INITIALS IMMEDIATE BELOW AGREE TO BE BOUND BY ITS TERMS. SELLER’S INITIALS PURCHASER’S INITIALS OWNER’S INITIALS

Default by Seller. Except as specifically provided elsewhere in this Contract, in (a) In the event that Seller fails to consummate this Contract or if Seller fails to perform any Closing and any of the transactions contemplated hereby do not occur as herein provided by reason of any default of Seller, Purchaser may, as Purchaser's other material obligations hereunder either prior sole and exclusive remedy, elect by written notice to or at Seller within fifteen (15) days following the Scheduled Closing and such failure or refusal results from Date (as the same may be extended pursuant to any reason other than the termination express provision of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this ContractAgreement), Purchaser may as its only remedy either any of the following: (i) proceed to Closing on the unaffected Projects and terminate this Contract by giving written notice thereof to Seller prior to or at the Closing, in which event Purchaser will be entitled to a return of the Deposit Note, whereupon neither party hereto will have any further rights or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person Agreement with respect theretoto the Projects affected by any such default, (b) provided that Seller shall reimburse have thirty (30) days after notice from Purchaser for its out of pocket costs associated with to cure any such default (the negotiation "DEFAULT CURE PERIOD") and preparation of this Agreement and its examination if, at the expiration of the PropertyDefault Cure Period, includingall such defaults are cured, the fees and disbursements parties shall proceed to Closing on all of its counsel, advisers, and agents, and (c) for provisions the Projects as to which survive Closing by their terms has not yet occurred; or (ii) delay the Closing on all of the Projects until the expiration of the Default Cure Period, at which time Purchaser may, by giving Seller written notice thereof, terminate this Agreement with respect to the Projects affected by any such default that has not been cured and proceed to Closing with respect to the remaining Projects or may terminate this Agreement with respect to all of the Projects; or (iii) proceed to Closing on the unaffected Projects and seek to enforce specific performance of Seller's duties and obligations under Article X of this ContractAgreement, provided it being understood and agreed that the right to enforce remedy of specific performance shall not require be available to enforce any other obligation of Seller hereunder. Purchaser shall be deemed to remove any title encumbrances placed on the Property have elected not to proceed under clause (iii) of this Section 13.1 if after the Effective Date or require Seller giving written notice as required above of its intent to perform any covenant beyond the then current ability of Seller. In the event seek specific performance, Purchaser fails has failed to file an action suit for specific performance of this Contract against Seller in a court having jurisdiction in the county and state in which the relevant Project is located on or before ninety forty-five (9045) days after following the date of such non-performanceScheduled Closing Date, in which event Purchaser shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived its right to enforce specific performance of this ContractSection 13.1. Purchaser may not, in any event, terminate this Agreement by reason of Seller default with respect to any Project until the expiration of the Default Cure Period.

Default by Seller. Except as specifically provided elsewhere in this Contract, in In the event that any Seller fails to consummate this Contract or if Seller Entity fails to perform any of Seller's other material its obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason under this Agreement other than as a result of a default by Purchaser hereunder or the permitted termination of this Contract Agreement by Sellers or Purchaser pursuant to a right as herein expressly provided, Purchaser shall be entitled, as its sole remedy, either: (a) to terminate expressly set forth this Agreement as to all Properties, in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may as its only remedy either which case (i) terminate this Contract by giving written notice thereof to Seller prior to or at the Closing, in which event Purchaser will be entitled to a return of the Deposit Note, whereupon neither party hereto will have any further rights or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller Sellers shall reimburse Purchaser for its out of actual out-of-pocket costs associated with and expenses (including reasonable attorneys’ fees, costs and disbursements) related to the negotiation and preparation of this Agreement and its examination the transaction contemplated hereby and Purchaser’s due diligence, up to a maximum of $200,000.00, (ii) Purchaser shall receive the return of the PropertyXxxxxxx Money (less the independent contract consideration, includingwhich Escrow Agent shall deliver to Sellers), the fees (iii) Seller shall pay any cancellation charges to Escrow Agent and disbursements of its counsel, advisers, and agentsTitle Company, and (civ) for provisions which survive Closing Purchaser and Sellers shall be discharged from all duties and performance hereunder, except those obligations which, by their terms terms, specifically survive the termination hereof; or (iib) to enforce specific performance of Seller's duties all of the Seller Entities’ obligation to execute the documents required to convey the Properties to Purchaser, it being understood and obligations under this Contract, provided agreed that the right to enforce remedy of specific performance shall not require be available to enforce any other obligation of any Seller Entity hereunder. Purchaser expressly waives its rights to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In seek damages in the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after any default by the date of such non-performance, Seller Entities hereunder. Purchaser shall be deemed to have elected to proceed under clause (ithe option in Section 6.2(a) above if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in the county and shall be deemed state in which each Property is located, on or before thirty (30) days following the date upon which Closing was to have waived its right to enforce specific performance of this Contractoccurred.

Default by Seller. Except as specifically provided elsewhere in this Contract, in In the event that Seller fails to consummate this Contract or if Seller fails to perform any of Seller's other the material obligations hereunder either prior covenants or agreements contained herein which are to or at the Closing be performed by Seller and Seller does not cure such failure within thirty (30) days of receipt of written notice thereof from Buyer (or, with respect to delivery of closing documents hereunder or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contractclosing authorization, Purchaser may one (1) business day), Buyer may, at its option and as its only remedy exclusive remedy, either (i) subject to the terms of Section 11.12 above, terminate this Contract Agreement by giving written notice thereof of termination to Seller prior and Escrow Holder whereupon (y) Escrow Holder will return to or at Buyer the ClosingDeposit, in which event Purchaser along with a reimbursement of Buyer’s out-of-pocket expenses not to exceed [***] and (z) both Buyer and Seller will be entitled to a return relieved of the Deposit Note, whereupon neither party hereto will have any further rights obligations or obligations liabilities hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of for those obligations which expressly survive any claims by Seller or any other person with respect theretotermination hereof, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file an action for Buyer may seek specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser Agreement. Buyer shall be deemed to have elected to proceed under terminate this Agreement pursuant to clause (i) above if Buyer fails to file suit for specific performance against Seller in a court having jurisdiction in the county and shall be deemed state in which the Property is located, on or before thirty (30) days following the date upon which the Closing was to have waived its occurred. Except as specifically set forth in this Section 16.1, Buyer does hereby specifically waive any right to enforce specific performance pursue any other remedy at law or equity for such default of this ContractSeller, including, without limitation, any right to seek, claim or obtain damages, punitive damages or consequential damages.

Default by Seller. Except as specifically provided elsewhere If Seller defaults in this Contract, in the event that Seller fails to consummate this Contract or if Seller fails to perform any of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's its obligations under this ContractAgreement to be performed at or prior to Closing, Purchaser may shall be entitled, as its only remedy sole remedy, either (ia) terminate this Contract by giving written notice thereof to Seller prior to or at receive the Closing, in which event Purchaser will be entitled to a return of the Deposit Notefrom Escrow Agent, whereupon neither party hereto will have and in the case of a material default by Seller, Seller shall also pay to Purchaser all actual out-of-pocket expenses incurred by Purchaser in connection with this transaction, provided that such reimbursement of out-of-pocket expenses shall not exceed the sum of $100,000 in the aggregate, which return and reimbursement, if applicable, shall operate to terminate this Agreement and release Seller from any further rights or obligations and all liability hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) to enforce specific performance of Seller's duties ’s obligation to convey the Property to Purchaser in accordance with this Agreement. Except as set forth above, Purchaser expressly WAIVES AND RELEASES its rights to seek damages in the event of Seller’s default hereunder. In no event shall Seller be liable for consequential, speculative, remote or punitive damages and obligations under this Contract, provided that the Purchaser hereby WAIVES AND RELEASES any right to enforce specific performance shall not require Seller to remove seek or collect any title encumbrances placed on the Property after the Effective Date such consequential, speculative, remote or require Seller to perform any covenant beyond the then current ability of Sellerpunitive damages. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under terminate this Agreement and to receive a return of the Deposit from Escrow Agent and, if applicable, the reimbursement of Purchaser’s actual, out-of-pocket expenses pursuant to clause (ia) above above, if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in the county and shall be deemed state in which the Property is located, on or before sixty (60) days following the date upon which the Closing was to have waived its right to enforce specific performance of this Contractoccurred.

Default by Seller. Except as specifically provided elsewhere in this Contract, If Seller shall default in the event performance of Seller's obligations under this Agreement, of if, as a result of Seller's action or failure to act, the conditions precedent to Purchaser's obligation to close specified in Article 8 are not satisfied and for such reason or reasons this Agreement is not consummated, and provided that Purchaser shall not then be in default in the performance of Purchaser's obligations hereunder, Purchaser shall be entitled, at Purchaser's sole option (i) to require Seller fails to consummate and specifically perform the sale in accordance with the terms of this Contract Agreement, if necessary through injunction or other court order or process; or (ii) by written notice to Seller, to terminate this Agreement, to receive the immediate return of the Deposit, and to pursue any other remedies Purchaser has at law or in equity or otherwise. Seller acknowledges that the Acquired Assets are unique and that Purchaser has no adequate remedy at law if Seller fails shall fail to perform any of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may as its only remedy either (i) terminate this Contract by giving written notice thereof to Seller prior to or at the Closing, in which event Purchaser will be entitled to a return of the Deposit Note, whereupon neither party hereto will have any further rights or their obligations hereunder, except (a) and Sellers therefore confirm and agree that Seller will authorize Purchaser's right to specific performance is essential to protect the Title Company rights and interests of Purchaser. Accordingly, in addition to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect theretoremedies which Purchaser may have hereunder or a law or in equity or otherwise, (b) Seller hereby agrees that Seller Purchaser shall reimburse Purchaser for its out of pocket costs associated with have the negotiation right to have all obligations, undertakings, agreements and preparation other provisions of this Agreement specifically performed by Seller and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that Purchaser shall have the right to enforce obtain an order or decree of such specific performance shall not require Seller to remove in any title encumbrances placed on of the Property after courts of the Effective Date United States or require Seller to perform of any covenant beyond the then current ability of Seller. In the event Purchaser fails to file an action for specific performance of this Contract on state or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived its right to enforce specific performance of this Contractother political subdivision thereof.

Default by Seller. Except If the transaction is not consummated as specifically provided elsewhere in this Contracta result of a default by Seller, in then Buyer, as its sole and only remedies hereunder, to the event that Seller fails to consummate this Contract or if Seller fails to perform any exclusion of Seller's all other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations potential remedies under this ContractAgreement, Purchaser at law or in equity, may as its only remedy either (i) terminate this Contract Agreement by giving written delivery of notice thereof of termination to Seller, whereupon (A) the Xxxxxxx Money plus interest accrued thereon shall be immediately returned to Buyer, and (B) Seller prior shall pay to or at the ClosingBuyer its Expense Reimbursement, in which event Purchaser will be entitled to a return of the Deposit Note, whereupon case neither party hereto will Party shall have any further rights or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note hereunder other than those rights and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation obligations which expressly survive termination of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms Agreement; or (ii) enforce continue this Agreement pending Buyer’s action for specific performance of Seller's duties and obligations under this Contractperformance, provided provided, however, that the right to enforce any such action for specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file include an action for specific performance damages and shall be filed and served by Buyer within thirty (30) days of the date which is the later of (x) the attempted termination of this Contract on Agreement in writing by Seller, or before ninety (90y) days after the date on which Buyer has Actual Knowledge of such non-performancethe event or occurrence comprising the alleged default on the part of Seller, Purchaser it being the intent of the Parties hereto that any failure of Buyer to meet the time deadline set for filing shall be deemed to have elected be Buyer’s election to proceed under clause (i) above waive and shall be deemed to have waived its right relinquish any rights to enforce specific performance of this Contract.Agreement. Notwithstanding anything in this Agreement to the contrary, (i) in no event or circumstance shall Seller be liable to Buyer in connection with any breach or default on the part of Seller under this Agreement for any incidental, special, exemplary, punitive or consequential damages, including, without limitation, loss of profits or revenue, interference with business operations, loss of tenants, lenders, investors, buyers, diminution in value of the Property, or inability to use the Property, and (ii) in no event or circumstance shall any of the members, partners, employees, representatives, officers, directors, agents, property management company, affiliated or related entities of Seller or Seller’s property management company (each a “Seller Party” and collectively, the “Seller Parties”) have any personal liability under this Agreement. Buyer on its own behalf and on behalf of its agents, members, partners, employees, representatives, officers, directors, agents, related and affiliated entities, successors and assigns (collectively, the “Buyer Parties”) hereby Purchase and Sale Agreement waives any and all rights to assert or claim personal liability under this Agreement against any Seller Party. Buyer’s Initials

Default by Seller. Except as specifically provided elsewhere in this Contract, in In the event that the sale of the Property as contemplated hereunder is not consummated due to default by Seller fails to consummate this Contract or if Seller fails to perform any of hereunder, Buyer shall be entitled, as its sole remedy for Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contractdefault, Purchaser may as its only remedy either (ia) terminate this Contract by giving written notice thereof to Seller prior to or at receive the Closing, in which event Purchaser will be entitled to a return of the Deposit Note, whereupon neither party hereto will have any further rights or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser Option Payment and the Deposit Note including all Withdrawals (together with all interest accrued or deemed accrued thereon), and Title Company will deliver the Deposit Note to Purchaser free of any claims by recover from Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its Buyer's actual third party out of pocket costs associated incurred in connection with Buyer's due diligence (which costs, together with any costs incurred by Buyer in connection with the negotiation King Street Property and preparation of this Agreement and its examination of the 625 Property, including, the fees and disbursements of its counsel, advisers, and agents, and shall not exceed Two Hundred Thousand Dollars (c) for provisions which survive Closing by their terms $200,000); or (iib) to enforce specific performance of Seller's duties obligation to convey the Property to Buyer in accordance with the terms of this Agreement, it being understood and obligations under this Contract, provided agreed that the right to enforce remedy of specific performance shall not require be available to enforce any other obligation of Seller hereunder. Except as otherwise expressly provided in this section 19.2 above, Buyer expressly waives its rights to remove any title encumbrances placed on seek damages in the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability event of Seller's default hereunder. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser Buyer shall be deemed to have elected to proceed under clause terminate this agreement if Buyer fails to file suit for specific performance against seller in a court having jurisdiction in the county and state in which the Real Property is located, on or before one hundred twenty (i120) days following the date upon which Closing was to have occurred. Notwithstanding the above and provisions of this Section 19.2 to the contrary, Buyer shall be deemed entitled to have waived its right to enforce seek damages against Seller as allowed by applicable law in the event that Buyer shall be prevented from obtaining specific performance of Seller's obligation to convey title to the Property to Buyer as required under this ContractAgreement by reason of Seller's grant or conveyance of the Property, any right or interest therein or any lien or encumbrance thereon to any other party.

Default by Seller. Except as specifically provided elsewhere in this Contractset forth below, in the event that of a material default hereunder by Seller fails to consummate this Contract on or if Seller fails to perform any of Seller's other material obligations hereunder either prior to Closing, and provided that Purchaser is not also in material breach or at the Closing and such failure or refusal results from any reason other than the termination material default of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's its obligations under this ContractAgreement, Purchaser may elect, as its only sole and exclusive remedy either prior to Closing to (i) terminate this Contract by giving written notice thereof to Seller prior to or at the Closing, in which event Purchaser will be entitled to a return of Agreement and receive the Deposit Notefrom the Escrow Agent in accordance with the terms and provisions of Section 3.1 hereof, whereupon and in such event, Seller shall not have any liability whatsoever to Purchaser hereunder other than with respect to the Surviving Termination Obligations or (ii) if the Closing (as defined in the SUSP I PSA) occurs, specifically enforce the terms and conditions of this Agreement. Notwithstanding the foregoing, (i) if Seller actually receives Liquidated Damages (as such term is defined in the SUSP I PSA) from the SUSP I PSA Sellers, Purchaser shall receive the Deposit from the Escrow Agent in accordance with the terms and provisions of Section 3.1 and Seller shall pay a portion of such Liquidated Damages to Purchaser in the amount of $10,000,000.00 (the “SUSP II Liquidated Damages”) to compensate Purchaser for its damages in connection with the termination of this Agreement due to the SUSP I PSA Sellers’ breach, and this Agreement shall terminate, and neither party hereto will Seller nor Purchaser shall have any further rights or obligations hereunderhereunder except with respect to the Surviving Termination Obligations, except and (ii) in the event that: (a) that Seller will authorize the Title Company to deliver (1) specific performance is not available to Purchaser because Seller willfully sells, conveys or otherwise transfers or disposes of (whether or not for consideration or of record) the Deposit Note and Title Company will deliver Membership Interests to any person or entity other than Purchaser (or Purchaser’s designee(s) or assignee(s)) or otherwise encumbers, pledges or hypothecates the Deposit Note Membership Interest, or (2) Seller commits a willful, material default hereunder on or prior to Purchaser free of any claims by Seller or any other person with respect theretoClosing, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements is not also in material breach or material default of its counsel, advisers, and agentsobligations under this Agreement, and (c) for Purchaser elects to terminate this Agreement, then in addition to receiving the Deposit from the Escrow Agent in accordance with the terms and provisions of Section 3.1 hereof, Seller shall pay to Purchaser lesser of Purchaser’s actual third party costs and expenses in connection with the negotiation and execution of this Agreement, or $1,500,000.00, and then neither Seller nor Purchaser shall have any further rights or obligations hereunder except with respect to the Surviving Termination Obligations. Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages which survive Closing by their terms or (ii) enforce specific performance Purchaser may suffer, and therefore, Purchaser and Seller hereby agree a reasonable estimate of Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In total net detriment Purchaser would suffer in the event Purchaser fails this Agreement is terminated due to file an action for specific performance of this Contract on or before ninety the SUSP I PSA Sellers' trigger the Liquidated Damages Right (90as such term is defined in the SUSP I PSA) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause (i) above is and shall be deemed be, as Purchaser’s sole and exclusive remedy (whether at law or in equity), a sum equal to have waived its right to enforce specific performance of this Contractthe SUSP II Liquidated Damages. THE AMOUNT OF SUCH SUSP II LIQUIDATED DAMAGES SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES TO PURCHASER FOR THE SUSP I PSA SELLERS TRIGGERING THE LIQUIDATED DAMAGES RIGHT, AND ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES FOR SUCH FAILURE TO COMPLY AND FRUSTRATION BEING HEREBY EXPRESSLY WAIVED BY PURCHASER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, PURCHASER HEREBY IRREVOCABLY WAIVES ANY RIGHT TO FILE A LIS PENDENS OR OTHER LIEN AGAINST ANY OF THE MEMBERSHIP INTERESTS OR THE PROPERTIES (OR ANY PORTION THEREOF) IN THE EVENT OF AN ALLEGED OR ACTUAL DEFAULT BY A SELLER HEREUNDER. PURCHASER ACKNOWLEDGES AND AGREES THAT (1) PURCHASER HAS HAD THE ADVICE OF COUNSEL OF ITS OWN SELECTION WHO HAS REVIEWED THIS SECTION 12.1 IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT, (2) THE TERMS OF THIS AGREEMENT WERE NEGOTIATED AT ARMS LENGTH AND (3) THE WAIVERS BY PURCHASER CONTAINED IN THIS SECTION 12.1 ARE MADE ON A FULLY INFORMED BASIS AND (4) PURCHASER UNDERSTANDS THE EFFECT OF SUCH WAIVERS.

Default by Seller. Except If Closing of the purchase and sale transaction provided for herein does not occur as specifically herein provided elsewhere in this Contract, in the event that Seller fails to consummate this Contract or if Seller fails to perform by reason of any default of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may may, as its only remedy Purchaser’s sole and exclusive remedies, elect by written notice to Seller within five (5) days following the scheduled Closing Date, to either (ia) terminate this Contract by giving written notice thereof to Seller prior to or at the ClosingAgreement, in which event Purchaser will be entitled to a return of receive from the Deposit NoteTitle Company the Xxxxxxx Money Deposit, whereupon neither party hereto Seller and Purchaser will have any no further rights or obligations hereunderunder this Agreement, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect theretoto the Termination Surviving Obligations, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file an action for pursue specific performance of this Contract on Agreement, so long as any action or before ninety proceeding commenced by Purchaser against Seller shall be filed and served within thirty (9030) days after of the date scheduled Closing Date, or (c) only in the event of an Intentional Default (as defined below), terminate this Agreement and seek its actual out-of-pocket expenses up to, but not to exceed, $250,000. An “Intentional Default” shall mean Seller, except as expressly permitted hereunder, (i) intentionally conveys any part of the Property to a third party, such non-performanceconveyance or encumbrance is not remedied by Closing, Purchaser shall be deemed and, as a result thereof, specific performance is unavailable, (ii) intentionally defaults under this Agreement, including intentionally violating the covenants set forth in Sections 7.1(d) and (e) and/or intentionally refusing to have elected perform its obligations at Closing; or (iii) an intentional misrepresentation that results in the failure of a condition under this Agreement. If Seller elects to proceed under clause (ic) above and shall be deemed to have waived its right to enforce specific performance of this ContractSection 13.1 due to an Intentional Default, the credit, termination, nullification, escrow and arbitration procedures and provisions of Section 10.9 shall not apply. Purchaser hereby waives all other remedies, including without limitation, any claim against Seller for damages of any type or kind including, without limitation, consequential or punitive damages. Unless otherwise expressly required pursuant to this Agreement, in no event shall Seller be obligated to undertake any of the following: (A) change the condition of the Property or restore the same after any fire or casualty; (B) expend money or post a bond to remove or insure over anything other than a Must-Cure Matter or to correct any matter shown on a survey of the Property; (C) secure any permit, approval, or consent with respect to the Property or Seller’s conveyance thereof; or (D) expend any money to repair, improve or alter the Improvements or any portion thereof. Notwithstanding the foregoing, nothing contained in this Section 13.1 will limit Purchaser’s remedies at law, in equity or as herein provided in the event of a breach by Seller of any of the Closing Surviving Obligations after Closing or the Termination Surviving Obligations after termination, subject to the terms and provisions of this Agreement.

Default by Seller. Except as specifically In the event title shall fail to close hereunder through no default of Purchaser and by reason of a default by Seller, Purchaser shall retain all rights and remedies provided elsewhere at law or in equity against Seller, its successors or assigns including, without limitation, the specific performance of this ContractAgreement. Purchaser shall have the right to elect to receive, in the event that lieu of all other rights or remedies otherwise provided by law or in equity against Seller fails to consummate this Contract or if Seller fails to perform against any officer, director, official or employee of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of , all verified out-of-pocket expenses incurred in connection with this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contracttransaction, Purchaser may as its only remedy either (i) terminate this Contract by giving written notice thereof to Seller prior to or at the Closingincluding but not limited to, in which event Purchaser will be entitled to a return of the Deposit Note, whereupon neither party hereto will have any further rights or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note Purchaser's internal costs and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect theretoexpenses, (b) that Seller shall reimburse Purchaser for its out the fees of pocket costs Purchaser's outside attorneys, (c) the legal fees of Lender's counsel, (d) the nonrefundable portion of Lender's commitment fee, (e) the cost of Lender's due diligence and environmental reviews, (f) all of the verified cost of Lender's rate lock instrument, and (g) the cost of the engineering report, the environmental report, the appraisal, the Survey, and any fees and charges associated with the negotiation Title Policy and preparation Escrow Agent, in an amount not to exceed the sum of One Hundred Fifty Thousand Dollars ($150,000.00), as liquidated and agreed damages. For purposes of this Agreement, any one of the following shall be deemed a "default by Seller" under this Agreement: (a) Seller's failure to deliver any reports, surveys, documents or other items required to be so delivered under the provisions of this Agreement; (b) the willful refusal of Seller to either consummate the sale of the Property provided for herein or perform all material obligations required of Seller pursuant to the provisions of this Agreement; or (c) a material breach of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller. /s/ BM /s/ KPH ------------------------ --------------------- Purchaser's Initials Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived its right to enforce specific performance of this ContractInitials SECTION 17 DISPUTE RESOLUTION.

Default by Seller. Except as specifically provided elsewhere (a) If (x) Seller shall default in this Contract, any of its obligations to be performed on the Closing Date or (y) Seller shall default in the event that Seller fails to consummate this Contract or if Seller fails to perform performance of any of Seller's other its material obligations hereunder either to be performed prior to or at the Closing and Date and, with respect to any default under this clause (y) only, such failure default shall continue for five (5) Business Days after notice to Seller, Purchaser (in lieu of prosecuting an action for damages or refusal results from proceeding with any reason other than legal or equitable course of conduct, the termination of this Contract by Purchaser pursuant to a right to terminate bring such actions or proceedings being expressly set forth in this Contract or and voluntarily waived by Purchaser's failure , to perform Purchaser's obligations under this Contractthe extent legally permissible, Purchaser may as following and upon advice of its only remedy counsel) shall have the right, to either (i) terminate rescind this Contract by giving written notice thereof to Seller prior to or at the Closing, in which event Purchaser will be entitled to Agreement and receive a return of the Deposit Note(together with any interest earned thereon), whereupon neither party hereto will have it being understood that if Purchaser fails to commence an action for specific performance within sixty (60) days after such default, Purchaser's sole remedy shall be to receive a return of the Deposit (together with any further rights interest earned thereon) subject to the other provisions of this Section 3.6, or (ii) to seek to obtain specific performance of Seller's obligations hereunder, except provided that any action for specific performance shall be commenced within sixty (a60) that Seller will authorize the Title Company to deliver to days after such default, and if Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that prevails in such action then Seller shall reimburse Purchaser for its out all reasonable legal fees, court costs and all other reasonable costs of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce such action. If Purchaser elects to seek specific performance of Seller's duties this Agreement, then as a condition precedent to any suit for specific performance, Purchaser shall on or before the Closing Date, time being of the essence, perform, in all material respects, all of its obligations hereunder which are capable of being performed (other than the payment of the Purchase Price, which shall be paid as and obligations under this Contract, provided that when required by the right to enforce court in the suit for specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Sellerperformance). In the event that Purchaser fails elects to file an action rescind this Agreement and request a return of the Deposit, upon such rescission and return this Agreement shall terminate and neither party shall have any further obligations hereunder except for those that are expressly provided in this Agreement to survive termination hereof. Notwithstanding the foregoing, Purchaser shall have no right to seek specific performance hereunder if Seller shall be prohibited from performing its obligations hereunder by reason of any law, regulation, or other legal requirement applicable to Seller. In addition, and notwithstanding the foregoing provisions of this Contract on Section 3.6 and in addition to the other rights and remedies of Purchaser set forth in this Section 3.6, in the event of Purchaser's rescission of this Agreement as a result of Seller's willful default hereunder or before ninety (90) days after the date knowing breach of such non-performancea material representation under Article IV hereof, Purchaser shall be deemed entitled to have elected to proceed under clause (i) above and shall be deemed to have waived its right to enforce specific performance recover the actual out-of-pocket costs incurred by Purchaser as a result of such default or breach by Seller, as determined by a final non-appealable judgment of a court of competent jurisdiction. The provisions of this ContractSection 3.6 shall survive the termination hereof.

Default by Seller. Except as specifically provided elsewhere in this Contract, in In the event that Seller fails to consummate this Contract or if Seller fails to perform the Closing of the purchase and sale transaction provided for herein does not occur as herein provided by reason of any default of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may may, as its only remedy Purchaser’s sole and exclusive remedy, elect by notice to Seller within ten (10) Business Days following the scheduled Closing Date, either of the following: (ia) terminate this Contract by giving written notice thereof to Seller prior to or at the ClosingAgreement, in which event Purchaser will receive from the Title Company the Xxxxxxx Money Deposit (and the Independent Consideration shall be entitled paid to a return of the Deposit NoteSeller), whereupon neither party hereto Seller and Purchaser will have any no further rights or obligations hereunderunder this Agreement, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, to the Termination Surviving Obligations; or (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived its right seek to enforce specific performance of the Agreement, and in either event, Purchaser hereby waives all other remedies, including without limitation, any claim against Seller for damages of any type or kind including, without limitation, consequential or punitive damages. Failure of Purchaser to make the foregoing election within the foregoing ten (10) Business Day period shall be deemed an election by Purchaser to terminate this ContractAgreement and receive from the Title Company the Xxxxxxx Money Deposit, whereupon Seller and Purchaser will have no further rights or obligations under this Agreement, except with respect to the Termination Surviving Obligations. Notwithstanding the foregoing, nothing contained in this Section 13.1 will limit Purchaser’s remedies at law, in equity or as herein provided in the event of a breach by Seller of any of the Closing Surviving Obligations after Closing or the Termination Surviving Obligations after termination.

Default by Seller. Except If for any reason (other than Purchaser’s default or the permitted termination of this Agreement by either Seller or Purchaser as specifically herein expressly provided), (a) Seller fails to consummate the sale of the Property on the Closing Date in breach of this Agreement, or (b) Seller fails to perform of any of its obligations to be performed prior to the Closing Date and (i) such default is susceptible to being cured and Purchaser has provided elsewhere ten (10) days prior written notice to Seller upon which, if necessary, the Closing Date shall be extended to provide Seller such cure period (unless such default is waived by Purchaser), or (ii) such default is not susceptible to being cured and Purchaser has provided prior written notice to Seller, then Purchaser shall be entitled, but not required, as its sole remedy, either (a) to receive the return of the Xxxxxxx Money, which return shall operate to terminate this Agreement and neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement, except that (in this Contractsuch a case) Seller shall be liable to pay Purchaser additional cash to reimburse Purchaser for its documented out-of-pocket expenses actually incurred in connection with the transaction contemplated hereby; or (b) to enforce specific performance of Seller’s obligation to execute the documents required to convey the Property to Purchaser, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. In the event that Purchaser fails to commence an action against Seller pursuant to clause (b) of the preceding sentence within sixty (60) days after the scheduled Closing Date, Purchaser shall automatically be deemed to have terminated the Agreement pursuant to clause (a) of the preceding sentence. Notwithstanding the foregoing, in the event that Seller fails specific performance is not available as a remedy due to consummate this Contract the acts or if Seller fails to perform any omissions of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may as its only remedy either (i) terminate this Contract by giving written notice thereof to Seller prior to or at the Closing, in which event Purchaser will be entitled to a return of the Deposit Note, whereupon neither party hereto will shall have any further rights or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall xxx for its actual damages (but not require Seller for consequential or punitive damages). Except as expressly provided above, Purchaser expressly waives its rights to remove any title encumbrances placed on seek damages in the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability event of Seller’s default hereunder. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performanceIN NO EVENT SHALL SELLER’S DIRECT OR INDIRECT PARTNERS, Purchaser shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived its right to enforce specific performance of this ContractSHAREHOLDERS, 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 Seller. Except (a) If Closing of the purchase and sale transaction provided for herein does not occur as specifically herein provided elsewhere in this Contract, in the event that Seller fails to consummate this Contract or if Seller fails to perform by reason of any default of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may may, as its only remedy Purchaser’s sole and exclusive remedies, elect by written notice to Seller within ten (10) Business Days following the scheduled Closing Date, to either (ia) terminate this Contract by giving written notice thereof to Seller prior to or at the ClosingAgreement, in which event Purchaser will be entitled to a return of the Deposit Note, whereupon neither party hereto will have any further rights or obligations hereunder, except (a) that Seller will authorize receive from the Title Company the Xxxxxxx Money Deposit and in the event that such termination is due to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims an intentional or willful default by Seller or any other person with respect theretosuch termination is due to a failure of Seller’s representations and warranties to be true and correct in all material respects as of the Closing Date due to an intentional or willful breach of such representations and warranties, (b) that Seller shall reimburse Purchaser for its out of Purchaser’s actual, out-of-pocket costs associated incurred in connection with the negotiation and preparation of this Agreement and its examination the transaction contemplated hereby (including in connection with any proposed financing of the Propertytransaction contemplated by this Agreement) in an amount not to exceed $250,000, includingwhich obligation shall survive the termination of this Agreement, the fees whereupon Seller and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms Purchaser will have no further rights or (ii) enforce specific performance of Seller's duties and obligations under this ContractAgreement, provided that except with respect to the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date Termination Surviving Obligations, or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file an action for (b) pursue specific performance of this Contract on Agreement, so long as any action or before ninety proceeding commenced by Purchaser against Seller shall be filed and served within sixty (9060) days after of the date of such non-performancescheduled Closing Date, and, in either event, Purchaser shall be deemed hereby waives all other remedies, including without limitation, any claim against Seller for damages of any type or kind including, without limitation, consequential or punitive damages. Notwithstanding the foregoing, nothing contained in this Section 13.1 will limit Purchaser’s remedies at law, in equity or as herein provided in the event of a breach by Seller of any of the Closing Surviving Obligations after Closing or the Termination Surviving Obligations after termination, subject to have elected to proceed under clause (i) above the terms and shall be deemed to have waived its right to enforce specific performance provisions of this ContractAgreement.

Default by Seller. Except as specifically provided elsewhere Notwithstanding any provision in this ContractAgreement to the contrary, in if Closing of the event that Seller fails to consummate this Contract or if Seller fails to perform purchase and sale transaction provided for herein does not occur as herein provided by reason of any default of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may may, as its only remedy Purchaser’s sole and exclusive remedies, elect to either (ia) terminate this Contract by giving written notice thereof to Seller prior to or at the ClosingAgreement, in which event Purchaser will be entitled shall receive from the Title Company the Xxxxxxx Money Deposit, and, if such default by Seller is a willful or intentional breach which has caused one of Purchaser’s conditions to a return closing set forth in Section 10.8 to fail or is due to Seller’s failure described in Section 6.2(d), Seller shall pay Purchaser all of Purchaser’s actual out-of-pocket costs incurred in connection with this Agreement, including reasonable attorneys’ fees, not to exceed the Deposit NoteReimbursement Amount, whereupon neither party hereto Seller and Purchaser will have any no further rights or obligations hereunderunder this Agreement, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect theretoto the Termination Surviving Obligations, or (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file an action for pursue specific performance of this Contract on Agreement, so long as any action or before proceeding commenced by Purchaser against Seller shall be filed and served within ninety (90) days after of the date of scheduled Closing Date, provided, however, that if Purchaser has not filed and served such non-performanceaction or proceeding within such ninety (90) day period, Purchaser shall be deemed to have elected to proceed under the remedy in clause (ia) above above, and, in either event, Purchaser hereby waives all other remedies, including without limitation, any claim against Seller for damages of any type or kind including, without limitation, consequential or punitive damages. Unless otherwise expressly required pursuant to this Agreement, in no event shall Seller be obligated to undertake any of the following (A) change the condition of the Property or restore the same after any fire or casualty; (B) expend money or post a bond to remove or insure over anything other than a Must-Cure Matter or to correct any matter shown on a survey of the Property; (C) secure any permit with respect to the Property or Seller’s conveyance thereof; or (D) expend any money to repair, improve or alter the Improvements or any portion thereof. Notwithstanding the foregoing, nothing contained in this Section 13.1 will limit Purchaser’s remedies at law, in equity or as herein provided in the event of a breach by Seller of any of the Closing Surviving Obligations after Closing or the Termination Surviving Obligations after termination, subject to the terms and shall be deemed to have waived its right to enforce specific performance provisions of this ContractAgreement.

Default by Seller. Except as specifically provided elsewhere in this ContractIf any of Seller's representations and warranties (whether for itself, in for the event that Seller fails to consummate this Company or for any of the other Constellation Parties) contained herein shall not be true and correct on the Contract Date and continuing thereafter through and including the Closing Date, or if Seller any of the Constellation Parties fails to perform any of the covenants and agreements contained herein to be performed by such party within the time for performance as specified herein (including Seller's obligation to close), or if any of the Buyer's Conditions Precedent shall not have been satisfied, Buyer may elect either to (i) terminate Buyer's obligations under this Agreement by written notice to Seller, in which event Buyer shall retain all rights and remedies available to it; or (ii) close, in which event Buyer may file an action for either or both of specific performance and damages to compel Seller to cure all or any of such default(s), in whole or in part, whereupon Buyer shall be entitled to deduct from the Purchase Price, the cost of such action and cure, and all reasonable expenses incurred by Buyer in connection therewith, including, but not limited to, attorneys' fees of Buyer's counsel. Notwithstanding anything to the contrary herein and in addition to any other material obligations remedies of Buyer, Buyer shall be entitled to recover actual (but not consequential) damages suffered by Buyer by reason of Seller's defaults hereunder either prior to or at the Closing and such failure or refusal results from and/or any reason other than the termination delay occasioned thereby, including, without limitation, Buyer's Reasonable Costs. The remedies of this Contract by Purchaser pursuant to a right to terminate expressly Buyer set forth in this Contract Section 15(a) shall be in addition to remedies otherwise applicable or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may as its only remedy either (i) terminate this Contract by giving written notice thereof to Seller prior to or at the Closing, provided in which event Purchaser will be entitled to a return of the Deposit Note, whereupon neither party hereto will have any further rights or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Propertyor otherwise available to Buyer at law or in equity, including, the fees without limitation, specific performance, it being understood that Buyer's rights and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties and obligations remedies under this Contract, provided Agreement shall always be non-exclusive and cumulative and that the right exercise of one remedy or form of relief available to enforce specific performance Buyer hereunder shall not require Seller to remove be exclusive or constitute a waiver of any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived its right to enforce specific performance of this Contractother.

Default by Seller. Except In the event the Closing is not consummated as a result of Seller’s default hereunder (a “Seller Default”), so long as Purchaser has complied in all respects (other than to a de minimis extent) with its obligations under this Agreement (for the avoidance of doubt, if any condition in Article VI to Purchaser’s obligation to fund the Adjusted Purchase Price is not satisfied in full (or otherwise waived in writing by Purchaser) as of the Closing Date and Purchaser has not delivered the Adjusted Purchase Price (and any other closing costs and reimbursements, including payments pursuant to the Management Agreement) to the Title Company or delivered any closing documents, then, in any such event, Purchaser’s failure to deliver the Adjusted Purchase Price (and any other closing costs and reimbursements, including payments pursuant to the Management Agreement) or any closing documents shall not be deemed a Purchaser default or the reason for the failure of any such condition), Purchaser may, at its election, and as its sole and exclusive remedy at law (a) terminate this Agreement by delivery of written notice to Seller and Title Company, whereupon Purchaser shall have all rights and remedies at law, in equity, or otherwise (including, without limitation, a claim for damages) and (subject to such rights and remedies) the parties shall have no further obligations to each other except as specifically provided elsewhere in this Contract, in herein and the event that Seller fails to consummate this Contract or if Seller fails to perform any of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may as its only remedy either (i) terminate this Contract by giving written notice thereof to Seller prior to or at the Closing, in which event Purchaser will be entitled to a return of the Deposit Note, whereupon neither party hereto will have any further rights or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, Omnibus Agreement; (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and seek specific performance; or (c) for provisions which survive waive the Seller Default and proceed to Closing by their terms or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Sellerhereunder. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived its right remedy of specific performance, as provided in this Section unless such action shall be instituted by Purchaser within ninety (90) days after Seller’s failure or refusal to enforce specific performance of this Contractcure a Seller Default as provided above.

Default by Seller. Except as specifically provided elsewhere in this Contract, in the event that If Seller fails to consummate perform any obligation of Seller under this Contract Agreement prior to or at any Closing and does not cure such failure (a) within five (5) Business Days after receipt of written notice from Buyer asserting such failure, if Seller fails to timely deliver Closing Documents or authorize Closing if and when required of Seller for Closing to occur under this Agreement, or (b) within fifteen (15) Business Days after receipt of written notice from Buyer asserting such failure, if Seller fails to perform any other obligation of Seller (any such failure, if not cured within such period, being a “Seller Default”), then Buyer will elect by giving written notice to Seller and Escrow Agent within thirty (30) days after the occurrence of such Seller Default, as Buyer’s sole and exclusive remedy against Seller's other material obligations hereunder , either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may as its only remedy either (i) terminate this Contract by giving written notice thereof to Seller prior to or at the ClosingAgreement, in which event Purchaser will be entitled to Buyer shall receive a return of the Deposit Noteand its reasonably documented out-of-pocket expenses (not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000)) incurred in connection with negotiating this Agreement, whereupon performing due diligence, processing the Loan Assumption and otherwise in connection with this transaction, and except for Obligations Surviving Termination, neither party hereto of the Parties will have any further rights liability or obligations hereunderobligation under this Agreement, except (aii) that to bring a suit for specific performance against Seller will authorize to compel Seller to convey the Title Company Property to deliver Buyer as required under this Agreement, or (iii) xxx for damages if specific performance is not available as a remedy to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free Buyer as a result of Seller’s conveyance of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation Site to a third party in violation of this Agreement Agreement; provided, however that as a condition precedent to Buyer’s pursuit of any action for specific performance, Buyer (x) must maintain the full Deposit in escrow until and its examination during the pendency of the Property, including, the fees and disbursements of its counsel, advisers, and agentssuch action, and (cy) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties must demonstrate to the court Buyer’s readiness, willingness and obligations under this Contract, provided that the right ability to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of SellerClose. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser Buyer shall be deemed to have elected to proceed under clause terminate this Agreement (ias provided in Section 6.1(i) above and shall be deemed above) if Buyer does not deliver to have waived its right Seller written notice of Buyer’s intent to enforce file a cause of action for specific performance against Seller on or before thirty (30) days after such Seller Default, or having timely given Seller such notice, fails to file and serve Seller with a lawsuit asserting such cause of this Contractaction within sixty (60) days after such notice.

Default by Seller. Except as specifically provided elsewhere in this the Contract, in the event that Seller fails to consummate the transaction contemplated by this Contract or the Greenway Contract or if Seller fails breaches its obligation to perform any of Seller's ’s other material obligations hereunder or thereunder either prior to or at the Closing and such failure or refusal breach results from any reason other than the termination of this Contract and the Greenway Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or the Greenway Contract, as applicable, or Purchaser's ’s failure to perform Purchaser's ’s obligations under this Contract and/or the Greenway Contract, as applicable, Purchaser may as its only remedy either remedies: (ia) terminate this Contract and the Greenway Contract by giving written notice thereof to Seller prior to or at the Closing, in which event Purchaser will shall be entitled to a return of the Deposit Note, whereupon neither party hereto will have any further rights or obligations hereunder, except Xxxxxxx Money (aas defined herein and in the Greenway Contract) that Seller will authorize (less the Title Company to deliver to Purchaser the Deposit Note Independent Contract Consideration) and Title Company will deliver the Deposit Note to Purchaser interest thereon free and clear of any claims by Seller or any other person party, plus a reimbursement of Purchaser’s reasonably incurred third-party, out-of-pocket costs incurred in connection with respect theretoPurchaser’s negotiation of this Contract and the Greenway Contract and its due diligence investigations in connection therewith, not to exceed Seven Hundred Fifty Thousand Dollars ($750,000) total under this Contract and the Greenway Contract; or (b) (exercisable by Purchaser only from and after the Termination Date, on the assumption that Seller shall reimburse Purchaser for its out of pocket costs associated with has not duly terminated this Contract on or before the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (iiTermination Date under Section 6.6 hereof) enforce specific performance of Seller's ’s duties and obligations under this Contract and the Greenway Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances not affirmatively placed on the Property after (or the Effective Date Greenway Property, as applicable) by Seller or require Seller to perform any covenant beyond the then current ability of Sellerexcept as otherwise required under this Contract. In the event the Purchaser fails to file an action for specific performance of this Contract and the Greenway Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause (ia) above and shall be deemed to have waived its right to enforce specific performance of this Contract and the Greenway Contract. Purchaser must exercise the same remedy (either termination or specific performance, as provided above) under this Contract and the Greenway Contract. Purchaser’s remedies after Closing are limited solely to the remedies provided and to the extent set forth in Sections 7 and 8 above. Notwithstanding the foregoing, Seller and Purchaser hereby agree that on or prior to the Termination Date, Purchaser shall not be entitled to pursue or enforce specific performance of Seller’s duties and obligations under this Contract or the Greenway Contract or to enforce any other remedies at law or equity, other than termination of this Contract and the Greenway Contract as provided in clause (a) above or the liquidated damages payment provided in the following sentence. In lieu of the right to enforce specific performance, and only from the Effective Date until the Termination Date, in the event of a default by Seller that would otherwise have entitled Purchaser to pursue or enforce specific performance of Seller’s duties and obligations under this Contract and the Greenway Contract, Purchaser shall be entitled to a liquidated damages payment equal to Thirty Million Dollars ($30,000,000) in total under this Section 10.1 and under Section 10.1 of the Greenway Contract.

Default by Seller. Except If the transaction is not consummated as specifically provided elsewhere in this Contracta result of a default by Seller, in then Buyer, as its sole and only remedies hereunder, to the event that Seller fails to consummate this Contract or if Seller fails to perform any exclusion of Seller's all other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations potential remedies under this ContractAgreement, Purchaser at law or in equity, may as its only remedy either (i) terminate this Contract Agreement by giving written delivery of notice thereof of termination to Seller, whereupon (A) the Xxxxxxx Money plus interest accrued thereon shall be immediately returned to Buyer, and (B) Seller prior shall pay to or at the ClosingBuyer its Expense Reimbursement, in which event Purchaser will be entitled to a return of the Deposit Note, whereupon case neither party hereto will Party shall have any further rights or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note hereunder other than those rights and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation obligations which expressly survive termination of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms Agreement; or (ii) enforce continue this Agreement pending Buyer’s action for specific performance of Seller's duties and obligations under this Contractperformance, provided provided, however, that the right to enforce any such action for specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file include an action for specific performance damages and shall be filed and served by Buyer within thirty (30) days of the date which is the later of (x) the termination of this Contract on Agreement by Seller, or before ninety (90y) days after the date on which Buyer has Actual Knowledge of such non-performancethe event or occurrence Purchase and Sale Agreement comprising the alleged default on the part of Seller, Purchaser it being the intent of the Parties hereto that any failure of Buyer to meet the time deadline set for filing shall be deemed to have elected be Buyer’s election to proceed under clause (i) above waive and shall be deemed to have waived its right relinquish any rights to enforce specific performance of this Contract.Agreement. In the event Buyer files an action for specific performance in accordance with subparagraph (ii) above and Seller prevails in such action, then in addition to its obligations under Section 15(l) below, Buyer shall be obligated to pay to Seller an amount equal to the Specific Performance Amount as liquidated damages in order to compensate Seller for actual costs, damages and losses, as well as lost opportunity costs, suffered by Seller due to its inability to sell the Property to a third party pending the resolution of Buyer’s specific performance action. Buyer acknowledges that the damages suffered by Seller due to a delay in selling the Property are difficult to determine and that the Specific Performance Amount has been agreed upon, after negotiation, as the parties’ reasonable estimate of such Seller’s damages. In no event shall Seller be liable to Buyer in connection with any breach or default on the part of Seller under this Agreement for any incidental, special, exemplary, punitive or consequential damages, including, without limitation, loss of profits or revenue, interference with business operations, loss of tenants, lenders, investors, buyers, diminution in value of the Property, or inability to use the Property. Notwithstanding anything to the contrary herein, Buyer on its own behalf and on behalf of its agents, members, partners, employees, representatives, officers, directors, agents, related and affiliated entities, successors and assigns (collectively, the “Buyer Parties”) hereby agrees that IN NO EVENT OR CIRCUMSTANCE SHALL ANY OF THE DIRECT OR INDIRECT MEMBERS, PARTNERS, EMPLOYEES, REPRESENTATIVES, OFFICERS, DIRECTORS, AGENTS, PROPERTY MANAGEMENT COMPANY, AFFILIATED OR RELATED ENTITIES OF SELLER OR SELLER’S PROPERTY MANAGEMENT COMPANY (COLLECTIVELY, THE “SELLER PARTIES”) HAVE ANY PERSONAL LIABILITY UNDER THIS AGREEMENT. Buyer’s Initials

Default by Seller. Except If the transaction is not consummated as specifically provided elsewhere in this Contracta result of a default by Seller, in then Buyer, as its sole and only remedies hereunder, to the event that Seller fails to consummate this Contract or if Seller fails to perform any exclusion of Seller's all other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations potential remedies under this ContractAgreement, Purchaser at law or in equity, may as its only remedy either (i) terminate this Contract Agreement by giving written delivery of notice thereof of termination to Seller, whereupon (A) the Xxxxxxx Money plus interest accrued thereon shall be immediately returned to Buyer, and (B) Seller prior shall pay to or at the ClosingBuyer its Expense Reimbursement, in which event Purchaser will be entitled to a return of the Deposit Note, whereupon case neither party hereto will Party shall have any further rights or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note hereunder other than those rights and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation obligations which expressly survive termination of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms Agreement; or (ii) enforce continue this Agreement pending Buyer’s action for specific performance of Seller's duties and obligations under this Contractperformance, provided provided, however, that the right to enforce any such action for specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file include as an alternative remedy an action for specific performance damages and shall be filed and served by Buyer within thirty (30) days of the date which is the later of (x) the termination of this Contract on Agreement by Seller, or before ninety (90y) days after the date on which Buyer has Actual Knowledge of such non-performancethe event or occurrence comprising the alleged default on the part of Seller, Purchaser it being the intent of the Parties hereto that any failure of Buyer to meet the time deadline set for filing shall be deemed to have elected be Buyer’s election to proceed under clause (i) above waive and shall be deemed to have waived its right relinquish any rights to enforce specific performance of this Contract.Agreement (and, in such case, subclause (i) above shall govern). In the event Buyer files an action for specific performance in accordance with subparagraph (ii) above and Seller prevails in such action, then in addition to its obligations under Section 15(l) below, Buyer shall be obligated to pay to Seller an amount equal to the Specific Performance Amount as liquidated damages in order to compensate Seller for actual costs, damages and losses, as well as lost opportunity costs, suffered by Seller due to its inability to sell the Property to a third party pending the resolution of Buyer’s specific performance action. Buyer acknowledges that the damages suffered by Seller due to a delay in selling the Property are difficult to determine and that the Specific Performance Amount has been agreed upon, after negotiation, as the parties’ reasonable estimate of such Seller’s damages. Notwithstanding anything to the contrary in this Agreement, (i) in no event shall Seller be liable to Buyer in connection with any breach or default on the part of Seller under this Agreement for any incidental, special, exemplary, punitive or consequential damages, including, without limitation, loss of profits or revenue, interference with business operations, loss of tenants, lenders, investors, buyers, diminution in value of the Property, or inability to use the Property, and (ii) in no event or circumstance shall any of the members, partners, employees, representatives, officers, Purchase and Sale Agreement 941120.4 directors, agents, advisors, property management company, affiliated or related entities of Seller or Seller’s property management company (collectively, the “Seller Parties”) have any personal liability under this Agreement. Buyer’s Initials

Default by Seller. Except as specifically provided elsewhere in this Contract, in In the event that Seller fails to consummate this Contract or if Seller fails to perform any of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from the transactions contemplated hereby do not occur as herein provided by reason of any reason other than the termination default of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this ContractSeller, Purchaser may may, as its only remedy Purchaser’s sole and exclusive remedy, elect by notice to Seller within ten (10) Business Days following the Scheduled Closing Date, either of the following: (ia) terminate this Contract by giving written notice thereof to Seller prior to or at the ClosingAgreement, in which event Purchaser will be entitled receive from the Escrow Agent the Xxxxxxx Money Deposit, together with all interest accrued thereon, and reimbursement from Seller of Purchaser’s reasonable out of pocket costs and expenses payable to a return of third parties in connection with this transaction; provided, however, that the Deposit Note, reimbursement by Seller to Purchaser under this Agreement shall not exceed One Hundred Thirty-Eight Thousand One Hundred Four Dollars ($138,104.00) (the “Reimbursement Cap”); whereupon neither party hereto Seller and Purchaser will have any no further rights or obligations hereunderunder this Agreement, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, to the Termination Surviving Obligations; or (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) seek to enforce specific performance of Seller's duties ’s obligation to execute the documents required to convey the Property to Purchaser, it being understood and obligations under this Contract, provided agreed that the right to enforce remedy of specific performance shall not require be available to enforce any other obligation of Seller hereunder. Purchaser expressly waives its rights to remove any title encumbrances placed on seek damages in the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability event of Seller’s default hereunder. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause (i) above terminate this Agreement and shall be deemed receive back the Xxxxxxx Money Deposit if Purchaser fails to have waived its right to enforce file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located on or before thirty (30) days following the Scheduled Closing Date. Notwithstanding the foregoing, nothing contained in this Section 13.1 will limit Purchaser’s remedies at law, in equity or as herein provided in pursuing remedies of this Contracta breach by Seller of any of the Termination Surviving Obligations.

Default by Seller. Except as specifically provided elsewhere If, prior to Closing, Seller defaults in performing any of its obligations under this ContractAgreement (other than an immaterial default), in the event that Seller fails to consummate this Contract or and if Seller fails to perform any cure such default within ten (10) Business Days after written notice thereof from Purchaser, and provided that Purchaser has duly and timely performed all of Seller's other material its obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth is not in this Contract or default hereunder, Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may as its only remedy sole and exclusive remedy, may either (i) terminate this Contract by giving written notice thereof to Seller prior to or at the ClosingAgreement, in which event Purchaser will be entitled to a return of case the Deposit Note, whereupon neither party hereto will have any further rights or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver shall be returned to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to all other rights and obligations of Seller and Purchaser free of any claims by Seller or any other person with respect thereto, hereunder (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation except those set forth herein which expressly survive a termination of this Agreement and its examination of the PropertyAgreement) shall terminate immediately, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce seek specific performance of Seller's duties ’s obligations (if Seller’s material default is a failure to convey the Property when obligated to do so pursuant to this Agreement and obligations so long as the Purchaser commences such action within thirty (30) days following the date on which the Closing was to have occurred), or (iii) elect to proceed to Closing. Notwithstanding the preceding sentence, if Seller defaults under this ContractAgreement by selling the Property to a third party other than Purchaser during the term of this Agreement, provided and if, as the result of such sale, the remedy of specific performance is not available to Purchaser, then Seller agrees to pay Purchaser damages in the amount of Three Million Dollars ($3,000,000). For the avoidance of doubt, each of Seller and Purchaser agrees that the right foregoing two sentences set forth the only remedies available to enforce specific performance Purchaser in the event of default by Seller under this Agreement and, more particularly, that Purchaser shall not require be entitled to bring any claim or action against Seller for damages except as set forth in the immediately preceding sentence. If Purchaser elects to remove any title encumbrances placed on the Property after the Effective Date or require Seller proceed to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performanceClosing, Purchaser shall be deemed to have elected waived any right to proceed bring an action against Seller with respect to such default. From and after the Closing Date, Purchaser shall not have any right to bring any claim or action against Seller with respect to a breach or default by Seller under clause (ithis Agreement or any other Closing Document or any other matter relating to this Agreement , any Closing Document or the Property, except as expressly set forth in Section 8.3(e). Purchaser shall not be entitled to exercise its remedies under this Section 9.1(b) above and shall be deemed to have waived if Purchaser has exercised its right to enforce specific performance of terminate this ContractAgreement under Section 5.2(a).

Default by Seller. Except as specifically provided elsewhere in this ContractIf any of Seller's representations and warranties (whether for itself or for the Company) contained herein shall not be true and correct on the Contract Date and continuing thereafter through and including the Closing Date, in the event that Seller fails to consummate this Contract or if the Seller or the Company fails to perform any of the covenants and agreements contained herein to be performed by such party within the time for performance as specified herein (including Seller's obligation to close), or if any of the Buyer's Conditions Precedent shall not have been satisfied, Buyer may elect either to (i) terminate Buyer's obligations under this Agreement by written notice to Seller, in which event Buyer shall retain all rights and remedies available to it; or (ii) close, in which event Buyer may file an action for either or both of specific performance and damages to compel Seller to cure all or any of such default(s), in whole or in part, whereupon Buyer shall be entitled to deduct from the Purchase Price, the cost of such action and cure, and all reasonable expenses incurred by Buyer in connection therewith, including, but not limited to, attorneys' fees of Buyer's counsel. Notwithstanding anything to the contrary herein and in addition to any other material obligations remedies of Buyer, Buyer shall be entitled to recover actual (but not consequential) damages suffered by Buyer by reason of Seller's defaults hereunder either prior to or at the Closing and such failure or refusal results from and/or any reason other than the termination delay occasioned thereby, including, without limitation, Buyer's Reasonable Costs. The remedies of this Contract by Purchaser pursuant to a right to terminate expressly Buyer set forth in this Contract Section 15(a) shall be in addition to remedies otherwise applicable or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may as its only remedy either (i) terminate this Contract by giving written notice thereof to Seller prior to or at the Closing, provided in which event Purchaser will be entitled to a return of the Deposit Note, whereupon neither party hereto will have any further rights or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Propertyor otherwise available to Buyer at law or in equity, including, the fees without limitation, specific performance, it being understood that Buyer's rights and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties and obligations remedies under this Contract, provided Agreement shall always be non-exclusive and cumulative and that the right exercise of one remedy or form of relief available to enforce specific performance Buyer hereunder shall not require Seller to remove be exclusive or constitute a waiver of any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived its right to enforce specific performance of this Contractother.

Default by Seller. Except as specifically provided elsewhere in this Contract, in In the event that Seller fails to consummate this Contract or if Seller fails to perform any of Seller's other material obligations hereunder either prior to or at the Closing and such the transactions contemplated hereby do not occur as herein provided by reason of any default of Seller, and Seller’s failure or refusal results from to close was not caused by Purchaser’s default under this Agreement, Purchaser may, as Purchaser’s sole and exclusive remedy, elect either of the following: (a) by notice to Seller at any reason other time but in no event later than thirty (30) days following the termination of this Contract by Purchaser pursuant to a right Scheduled Closing Date to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may as its only remedy either (i) terminate this Contract by giving written notice thereof to Seller prior to or at the ClosingAgreement, in which event Purchaser will be entitled to a return of receive from the Deposit NoteEscrow Agent the Xxxxxxx Money Deposit, whereupon neither party hereto will have any further rights or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket legal and due diligence costs associated and expenses incurred in connection with the negotiation Property and preparation of this Agreement Agreement, not to exceed $700,000, whereupon Seller and its examination of Purchaser will have no further rights or obligations under this Agreement, except with respect to the PropertyTermination Surviving Obligations, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (iib) at any time but in no event later than sixty (60) days following the Scheduled Closing Date, to file suit to seek to enforce specific performance of Seller's duties and obligations ’s obligation under this ContractAgreement. Except for claims arising under Closing Surviving Obligations and as otherwise set forth herein, provided that Purchaser expressly waives its rights to seek damages in the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability event of Seller’s default hereunder. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause terminate this Agreement and receive back the Xxxxxxx Money Deposit if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located on or before sixty (60) days following the Scheduled Closing Date. Notwithstanding the foregoing, nothing contained in this Section 13.1 or in any other provision of this Agreement (excluding Section 8.4) will limit Purchaser’s remedies at law, in equity or as herein provided in pursuing remedies of (i) above and shall be deemed to have waived a willful or intentional breach by Seller of its right to enforce obligations hereunder in the event the remedy of specific performance is not available to Purchaser by reason of such Seller’s breach by conveying the Property to a third party in breach of the terms of this ContractAgreement, or by Seller executing a new mortgage encumbering the Property which is not released at or before the Closing, or by Seller creating some other impediment that would preclude Seller from being able to convey the Property in accordance with the terms of this Agreement, (ii) fraud by Seller, or (iii) any breach by Seller of any of the Termination Surviving Obligations or Closing Surviving Obligations.

Default by Seller. Except If (x) the sale of the Property as specifically provided elsewhere contemplated hereunder is not consummated due to Seller’s default hereunder, or (y) prior to Closing Seller defaults hereunder and, with respect to any default under this clause (y) only, such default shall continue for five (5) days after notice to Seller, then Purchaser shall be entitled, as its sole and exclusive remedy, to terminate this Agreement, receive the return of the Xxxxxxx Money and be reimbursed by Seller for all of Purchaser’s documented third party costs incurred in connection with the transactions contemplated by this ContractAgreement, including without limitation the negotiation of this Agreement, in the event that Seller fails an aggregate amount not to consummate this Contract or if Seller fails to perform any of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may as its only remedy either (i) terminate this Contract by giving written notice thereof to Seller prior to or at the Closingexceed $250,000.00, in which event Purchaser will be entitled to a return of the Deposit Note, whereupon neither party hereto will have any further rights or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse be released from any and all other liability hereunder. Purchaser for expressly waives its out rights to seek monetary or other damages in the event of pocket costs associated with Seller’s default hereunder other than as expressly provided in the negotiation preceding sentence. Notwithstanding the foregoing, if Purchaser is ready, willing and preparation able to close and Seller is obligated to close pursuant to the terms of this Agreement and its examination of the PropertyAgreement, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that then Purchaser shall have the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file an action suit for specific performance of this Contract against Seller in a court having jurisdiction in the country and state in which the Property is located, on or before ninety sixty (9060) days after following the date upon which Closing was to have occurred (subject to the provisions of such non-performance, Section 4.11). Purchaser shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived its waive such right to enforce seek specific performance if it fails to file suit within such period. As material consideration to Seller’s entering into this Agreement with Purchaser, Purchaser expressly waives any right under statutory or common law or otherwise to record or file a lis pendens or a notice of pendency of action or similar notice against all of any portion of the Property unless all conditions precedent to Seller’s obligation to proceed to Closing have been satisfied or waived and Seller defaults in its obligation to proceed to Closing. Nothing contained in this ContractSection 6.2 shall limit or prevent Purchaser, after Closing has occurred, from: (a) asserting any legal or equitable claims against Seller for Seller’s obligation to pay attorneys’ fees and other amounts under Section 11.18; (b) enforcing any indemnity obligation of Seller under this Agreement or preclude Purchaser from obtaining a damage award in connection therewith; or (c) enforcing Seller’s other obligations and liabilities which survive Closing.

Default by Seller. Except If Seller is in Default under any of the covenants and agreements of Seller hereunder, Purchaser may either (i) terminate Purchaser’s obligations under this Agreement by written notice to Seller, in which event (a) the Deposit shall be returned to Purchaser and Seller shall reimburse Purchaser for all reasonable, third party costs and expenses paid or incurred by Purchaser to negotiate this Agreement and conduct its Basic Project Inspection promptly after the presentation of invoices thereof (the “Cost Payment”) up to a maximum aggregate amount not to exceed $25,000 and (b) upon Purchaser’s receipt of the Deposit and the Cost Payment, this Agreement shall terminate and neither party shall have any further liability hereunder except for those liabilities that expressly survive a termination of this Agreement; or (ii) Purchaser may file an action for specific performance; provided, however, that if specific performance is not available as specifically provided elsewhere a result of Seller’s conveyance of the Property to a third party in breach of this ContractAgreement, Purchaser may pursue an action for damages actually suffered by Purchaser up to an amount not to exceed $200,000. Purchaser shall have no other remedy for any Default by Seller. In the event of the failure of any condition precedent to Purchaser’s obligation to close expressly herein set forth, or in the event of the untruth or inaccuracy, in any material respect, of any Seller Representation as of the Contract Date (subject to the limitations contained in Sections 8.4 and 12.13), Purchaser’s sole remedy hereunder, at law or in equity except as hereinafter expressly provided, shall be to terminate this Agreement by delivery of written notice to Seller on or prior to Closing (or such sooner date as may be herein specified), in which event the Deposit shall be returned to Purchaser, and neither party shall have any further liability hereunder except for those liabilities that expressly survive a termination of this Agreement. Notwithstanding the foregoing, in the event that that, (A) as a result of the willful misconduct of Seller fails (or in the case of a breach of a Seller Representation, the deliberate and knowing misrepresentation by Seller of a Seller Representation) or an action of Seller taken with the express purpose of frustrating the purposes of this Agreement, (i) any Seller Representation is breached in any material respect; (ii) any condition precedent to consummate this Contract Purchaser’s obligation fails, 22 or if (iii) Seller fails to perform any of Seller's other material obligations covenant or agreement hereunder either prior to or at the Closing in Default; and such failure or refusal results from any reason other than the termination of this Contract by (B) Purchaser pursuant to a right elects to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this ContractAgreement, Purchaser may as its only remedy either (i) terminate this Contract by giving written notice thereof to Seller prior to or at the Closing, in which event Purchaser will be entitled to a return of the Deposit Note, whereupon neither party hereto will have any further rights or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out all reasonable, third party costs or expenses paid or incurred by Purchaser to pursue the transactions contemplated hereby up to an amount not to exceed $200,000 promptly, and in any event within ten (10) days, after the presentation of pocket costs associated with invoices therefore. All of the negotiation foregoing shall be without limitation upon the rights and preparation remedies of Purchaser hereunder, at law or in equity, in the event of a Default by Seller pursuant to Sections 19 or 22 or any covenant, agreement, indemnity, representation or warranty of Seller that survives the applicable Closing or the termination of this Agreement Agreement, subject to the limitations in Sections 8.2 and its examination of the Property8.3 and Sections 11.1, including, the fees 11.2 and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived its right to enforce specific performance of this Contract11.3.

Default by Seller. Except as specifically provided elsewhere in this Contract, in In the event that Seller fails to consummate this Contract or if Seller fails to perform any of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from the transactions contemplated hereby do not occur as herein provided by reason of any reason other than the termination default of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this ContractSeller, Purchaser may may, as its only remedy Purchaser’s sole and exclusive remedy, elect by notice to Seller within ten (10) Business Days following the Scheduled Closing Date, either of the following: (ia) terminate this Contract by giving written notice thereof to Seller prior to or at the ClosingAgreement, in which event Purchaser will be entitled receive from the Escrow Agent the Xxxxxxx Money Deposit, together with all interest accrued thereon, and reimbursement from Seller of Purchaser’s reasonable out of pocket costs and expenses payable to a return of third parties in connection with this transaction; provided, however, that the Deposit Note, reimbursement by Seller to Purchaser under this Agreement shall not exceed Forty Thousand Six Hundred Nineteen Dollars and no/100 Cents ($40,619.00) (the “Reimbursement Cap”); whereupon neither party hereto Seller and Purchaser will have any no further rights or obligations hereunderunder this Agreement, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, to the Termination Surviving Obligations; or (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) seek to enforce specific performance of Seller's duties ’s obligation to execute the documents required to convey the Property to Purchaser, it being understood and obligations under this Contract, provided agreed that the right to enforce remedy of specific performance shall not require be available to enforce any other obligation of Seller hereunder. Purchaser expressly waives its rights to remove any title encumbrances placed on seek damages in the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability event of Seller’s default hereunder. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause (i) above terminate this Agreement and shall be deemed receive back the Xxxxxxx Money Deposit if Purchaser fails to have waived its right to enforce file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located on or before thirty (30) days following the Scheduled Closing Date. Notwithstanding the foregoing, nothing contained in this Section 13.1 will limit Purchaser’s remedies at law, in equity or as herein provided in pursuing remedies of this Contracta breach by Seller of any of the Termination Surviving Obligations.

Default by Seller. Except If Seller defaults hereunder, then Buyer may, as specifically provided elsewhere in this ContractBuyer=s sole and exclusive remedy for such default, in either (i) bring an action against the event that Seller fails to consummate this Contract or if Seller fails to perform any for specific performance of the Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's =s obligations under this Contract, Purchaser may as its only remedy either or (iii) terminate this Contract by giving written notice thereof to Seller and the Title Company at or prior to or at the Closing, in which event Purchaser will be entitled to a return of the Deposit NoteClosing Date, whereupon the Title Company shall deliver the Xxxxxxx Money Deposit (including the interest earned thereon) to Buyer and thereafter neither party hereto will shall have any further rights or obligations hereunder, except (a) as otherwise set forth herein. If Buyer institutes proceedings for specific performance, the date of entry of final judgment on the complaint for specific performance is referred to herein as the "Judgment Date." If Buyer is the prevailing party in its action for specific performance on the Judgment Date, the parties shall proceed to Closing in accordance with the provisions of this Contract. The Closing Date, for purposes of this paragraph, shall be that day on which all applicable appeal periods have expired. If Seller will authorize is the prevailing party in such proceedings on the Judgment Date, this Contract shall automatically terminate, Title Company shall pay the Xxxxxxx Money Deposit to deliver Seller, and the parties shall have no further obligations to Purchaser each other under this Contract except as otherwise specifically set forth in this Contract. In the Deposit Note and Title Company will deliver event Seller conveys or hypothecates the Deposit Note Project to Purchaser free a third party in violation of any claims by the terms hereof, Buyer shall have the right to prosecute an action for damages against Seller or any other person with respect theretoin an amount not to exceed Buyer's actual, (b) that Seller shall reimburse Purchaser for its out of out-of-pocket costs associated and expenses incurred in connection with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file an action for specific performance enforcement of this Contract on and the Inspection of the Project. In no event shall Buyer be entitled to seek any punitive, consequential, special or before ninety (90) days after the date indirect damages from Seller with respect to any matter arising out of or in connection with this Contract and Buyer hereby waives any and all rights to seek such non-performance, Purchaser shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived its right to enforce specific performance of this Contractdamages.

Default by Seller. Except as specifically provided elsewhere in this Contract, in the event that Seller fails to consummate this Contract or if Seller fails to perform any of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may as its only remedy either (i) terminate this Contract by giving written notice thereof to Seller prior to or at the Closing, in which event Purchaser will be entitled to a return of the Deposit NoteNote , whereupon neither party hereto will have any further rights or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note Xxxxxxx Money to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, without limitation, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property by Seller after the Effective Date unless the placement of such title encumbrances resulted from the Seller's action or failure to act, or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived its right to enforce specific performance of this Contract.

Default by Seller. Except as specifically provided elsewhere in this Contract, in (a) In the event that Seller fails to consummate this Contract or if Seller fails to perform the Closing of the purchase and sale transaction provided for herein does not occur as herein provided by reason of any default of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by , Purchaser pursuant to a right to terminate expressly set forth in this Contract or may, as Purchaser's failure sole and exclusive remedy, elect by notice to perform Purchaser's obligations under this ContractSeller within thirty (30) days following the scheduled Closing Date, Purchaser may as its only remedy either of the following: (i) terminate this Contract by giving written notice thereof to Seller prior to or at the ClosingAgreement, in which event Purchaser will be entitled to a return of the Deposit Note, whereupon neither party hereto will have any further rights or obligations hereunder, except (a) that Seller will authorize receive from the Title Company to deliver to Purchaser the Earnest Money Deposit Note (and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect theretoIndependent Consideration shall be paid xx Xxxler), (b) that and Seller shall reimburse Purchaser for its out of actual out-of-pocket costs associated (including, without limitation, reasonable attorneys' fees and costs) incurred in connection with the negotiation and preparation of transaction contemplated in this Agreement in an amount not to exceed $100,000.00, whereupon Seller and its examination of Purchaser will have no further rights or obligations under this Agreement, except with respect to the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms Termination Surviving Obligations; or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived its right seek to enforce specific performance of the Agreement, and in either event, Purchaser hereby waives all other remedies, including without limitation, any claim against Seller for damages of any type or kind including, without limitation, consequential or punitive damages. Failure of Purchaser to make the foregoing election within the foregoing thirty (30) day period shall be deemed an election by Purchaser to terminate this ContractAgreement and receive from the Title Company the Earnest Money Deposit, whereupon Seller and Purchaser will have no furxxxx xxghts or obligations under this Agreement, except with respect to the Termination Surviving Obligations. Notwithstanding the foregoing, nothing contained in this Section 13.1 will limit Purchaser's remedies at law, in equity or as herein provided in the event of a breach by Seller of any of the Closing Surviving Obligations after Closing or the Termination Surviving Obligations after termination.

Default by Seller. Except If the sale contemplated hereby is not consummated because of a default by Seller in its obligation to sell the Property in accordance with this Agreement after Purchaser has performed or tendered performance of all of its obligations in accordance with this Agreement, then Purchaser, as specifically provided elsewhere in this Contract, in the event that Seller fails to consummate this Contract or if Seller fails to perform any of Seller's other material obligations hereunder its sole and exclusive remedy shall elect either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right (a) to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may as its only remedy either (i) terminate this Contract by giving written notice thereof to Seller prior to or at the ClosingAgreement, in which event Purchaser will be entitled to a return all other rights and obligations of the Deposit Note, whereupon neither party hereto will have any further rights Seller and the Purchaser hereunder (except those set forth herein which expressly survive a termination of this Agreement) shall terminate immediately; or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated to waive such matter or condition and proceed to Closing, with no reduction in the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of SellerPurchase Price. In the event of such termination, the Xxxxxxx Money shall be refunded by the Escrow Agent to the Purchaser and Seller shall pay Purchaser’s Transaction Costs up to the amount of the Purchaser’s Transaction Costs Cap. Notwithstanding the preceding sentence, if, at Closing, the Seller fails to file comply in any material respect with any of its obligations contained in Section 6.2 or Section 6.4 (the “Closing Obligations”), and if all conditions precedent to the Seller’s obligations hereunder have been satisfied and the Purchaser has fully performed all of its obligations under the Agreement, the Purchaser shall have, in addition to the Purchaser’s remedies contained in the preceding sentence, the option to waive all other actions, rights, or claims for damages for such failure, other than costs and expenses incurred in enforcing this Agreement, and to bring an equitable action to enforce the Closing Obligations by specific performance; provided, (a) the Purchaser shall provide written notice of the Purchaser’s intention to enforce the Closing Obligations by specific performance, and (b) the Purchaser’s suit for specific performance of this Contract shall be filed against the Seller in a court having jurisdiction in the county and state in which the Property is located, on or before ninety sixty (9060) days after following the date of such non-performanceClosing Date, failing which, the Purchaser shall be barred from enforcing the Closing Obligations by specific performance and shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived its right to enforce specific performance of terminate this ContractAgreement as provided herein.

Default by Seller. Except as specifically provided elsewhere in this Contract, in In the event that Seller fails to consummate this Contract or if Seller fails to perform any of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from the transactions contemplated hereby do not occur as herein provided by reason of any reason other than the termination default of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this ContractSeller, Purchaser may may, as its only remedy Purchaser’s sole and exclusive remedy, elect by notice to Seller within ten (10) Business Days following the Scheduled Closing Date, either of the following: (ia) terminate this Contract by giving written notice thereof to Seller prior to or at the ClosingAgreement, in which event Purchaser will be entitled receive from the Escrow Agent the Xxxxxxx Money Deposit, together with all interest accrued thereon, and reimbursement from Seller of Purchaser’s reasonable out of pocket costs and expenses payable to a return of third parties in connection with this transaction; provided, however, that the Deposit Note, reimbursement by Seller to Purchaser under this Agreement shall not exceed One Hundred Seven Thousand Seven Hundred Four Dollars ($107,704) and the aggregate reimbursement by Seller to Purchaser under this Agreement and the Other P&S Agreements shall not exceed Seven Hundred Fifty Thousand Dollars ($750,000) (the “Reimbursement Cap”); whereupon neither party hereto Seller and Purchaser will have any no further rights or obligations hereunderunder this Agreement, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, to the Termination Surviving Obligations; or (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) seek to enforce specific performance of Seller's duties ’s obligation to execute the documents required to convey the Property to Purchaser, it being understood and obligations under this Contract, provided agreed that the right to enforce remedy of specific performance shall not require be available to enforce any other obligation of Seller hereunder. Purchaser expressly waives its rights to remove any title encumbrances placed on seek damages in the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability event of Seller’s default hereunder. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause (i) above terminate this Agreement and shall be deemed receive back the Xxxxxxx Money Deposit if Purchaser fails to have waived its right to enforce file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located on or before thirty (30) days following the Scheduled Closing Date. Notwithstanding the foregoing, nothing contained in this Section 13.1 will limit Purchaser’s remedies at law, in equity or as herein provided in pursuing remedies of this Contracta breach by Seller of any of the Termination Surviving Obligations.

Default by Seller. Except as specifically provided elsewhere in this Contract, in the event that If Seller fails to consummate perform any obligation of Seller under this Contract Agreement prior to or at any Closing and does not cure such failure (a) within five (5) Business Days after receipt of written notice from Buyer asserting such failure, if Seller fails to timely deliver Closing Documents or authorize Closing if and when required of Seller for Closing to occur under this Agreement, or (b) within fifteen (15) Business Days after receipt of written notice from Buyer asserting such failure, if Seller fails to perform any other obligation of Seller (any such failure, if not cured within such period, being a “Seller Default”), then Buyer will elect by giving written notice to Seller and Escrow Agent within thirty (30) days after the occurrence of such Seller Default, as Buyer’s sole and exclusive remedy against Seller's other material obligations hereunder , either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may as its only remedy either (i) terminate this Contract by giving written notice thereof to Seller prior to or at the ClosingAgreement, in which event Purchaser will be entitled to Buyer shall receive a return of the Deposit NoteDeposit, whereupon Seller shall reimburse Buyer for the actual, reasonable out-of-pocket third-party costs, not to exceed $5,500,000 in the aggregate, incurred by Buyer in performing due diligence for the transaction contemplated by this Agreement, and except for Obligations Surviving Termination, neither party hereto of the Parties will have any further rights liability or obligations hereunderobligation under this Agreement, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce to bring a suit for specific performance against Seller to compel Seller to convey the Property to Buyer as required under this Agreement; provided, however that as a condition precedent to Buyer’s pursuit of any action for specific performance, Buyer (x) must have fully and timely performed all of Buyer’s obligations and made all deliveries (other than the delivery of the balance of the Purchase Price) required to be performed or delivered on or before the Closing Date, (y) must maintain the full Deposit in escrow until and during the pendency of such action, and (z) must demonstrate to the court Buyer’s ability to fund on the Closing Date (and upon any subsequent award of specific performance of Seller's duties and obligations under this Contract, provided that such conveyance) the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on full amount of the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of SellerPurchase Price. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser Buyer shall be deemed to have elected to proceed under terminate this Agreement (as provided in Section 6.1(i) above) if Buyer does not deliver to Seller written notice of Buyer’s intent to file a cause of action for specific performance against Seller on or before thirty (30) days after such Seller Default, or having timely given Seller such notice, fails to file and serve Seller with a lawsuit asserting such cause of action within sixty (60) days after such notice. Unless otherwise expressly stated in this Agreement, Buyer specifically waives all other rights and remedies, including, without limitation, the right to damages other than the reimbursement of costs as expressly set forth in clause (i) above and above; provided, that if Seller in bad faith conveys the Property after the Effective Date to a third party in breach of this Agreement so as to frustrate the availability of the remedy of specific performance, then Buyer shall be deemed to have waived its the right to enforce specific performance pursue a claim against Seller for actual damages caused to Buyer by such intentional breach of this ContractSeller, subject to the Maximum Amount set forth in Section 6.3(b).

Default by Seller. Except (a) If Closing of the purchase and sale transaction provided for herein does not occur as specifically herein provided elsewhere in by reason of any default of Seller, Purchaser may, as Purchaser’s sole and exclusive remedies, elect by written notice to Seller within five (5) days following the scheduled Closing Date, to either (a) terminate this ContractAgreement, in which event Purchaser will receive from the event that Title Company the Xxxxxxx Money Deposit, Seller fails shall be obligated to consummate reimburse Purchaser for its reasonable out of pocket costs incurred in connection with this Contract Agreement and the transaction contemplated hereby (including, but not limited to, its legal fees and expenses in connection with the negotiation of this Agreement, and its due diligence costs in regards to the Property), not to exceed, however, Five Hundred Thousand Dollars ($500,000) in the aggregate (unless Seller’s default consists of Seller’s intentional refusal to execute and deliver Closing Documents or if Seller fails to perform any of Seller's it other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may as its only remedy either (i) terminate this Contract by giving written notice thereof to Seller prior to or at the Closing, in which event Purchaser will case there shall be entitled no limit on the obligation of Seller to a return of the Deposit Note, whereupon neither party hereto will have any further rights or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation costs), whereupon Seller and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms Purchaser will have no further rights or (ii) enforce specific performance of Seller's duties and obligations under this ContractAgreement, provided that except with respect to the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date Termination Surviving Obligations, or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file an action for (b) pursue specific performance of this Contract on Agreement, so long as any action or before ninety proceeding commenced by Purchaser against Seller shall be filed within sixty (9060) days after of the date of such non-performancescheduled Closing Date, and, in either event, Purchaser hereby waives all other remedies, including without limitation, any claim against Seller for damages of any type or kind including, without limitation, consequential or punitive damages. Unless otherwise expressly required pursuant to this Agreement, in no event shall Seller be deemed obligated to have elected undertake any of the following (A) change the condition of the Property or restore the same after any fire or casualty; (B) expend money or post a bond to proceed under clause remove or insure over anything other than a Must-Cure Matter or to correct any matter shown on a survey of the Property; (iC) above secure any permit from any Authority with respect to the Property; or (D) expend any money to repair, improve or alter the Improvements or any portion thereof. Notwithstanding the foregoing, nothing contained in this Section 13.1 will limit Purchaser’s remedies at law, in equity or as herein provided in the event of a breach by Seller of any of the Closing Surviving Obligations after Closing or the Termination Surviving Obligations after termination, subject to the terms and shall be deemed to have waived its right to enforce specific performance provisions of this ContractAgreement.

Default by Seller. Except as specifically provided elsewhere in this Contract, in In the event that Seller fails to consummate this Contract or if Seller fails to perform any of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from the transactions contemplated hereby do not occur as herein provided by reason of any reason other than default of Seller, Purchaser may, as Purchaser’s sole and exclusive remedy, elect by notice to Seller within ten (10) Business Days following the termination Scheduled Closing Date, either of this Contract by Purchaser pursuant to a right the following: (a) to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may as its only remedy either (i) terminate this Contract by giving written notice thereof to Seller prior to or at the ClosingAgreement, in which event Purchaser will be entitled to a return of receive from the Deposit NoteEscrow Agent the Xxxxxxx Money 36 Deposit, together with all interest accrued thereon, whereupon neither party hereto Seller and Purchaser will have any no further rights or obligations hereunderunder this Agreement, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, to the Termination Surviving Obligations; or (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties ’s obligation to execute the documents required to convey the Property to Purchaser, it being understood and obligations under this Contract, provided agreed that the right to enforce remedy of specific performance shall not require be available to enforce any other obligation of Seller hereunder. Except as expressly set forth in this Section 13.1, Purchaser expressly waives its rights to remove any title encumbrances placed on seek damages in the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability event of Seller’s default hereunder. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause terminate this Agreement and receive back the Xxxxxxx Money Deposit if Purchaser fails to file suit for specific performance against Seller in an appropriate court in the City and County of San Francisco on or before forty-five (i45) above days following the Scheduled Closing Date. Notwithstanding the foregoing, Seller and Purchaser agree that in the event that Purchaser is unable to obtain specific performance, then in such event, Purchaser shall be deemed to in the alterative have waived its the right to enforce specific performance commence an action against Seller for damages for Seller’s breach and default under this Agreement; provided, however, (that in addition to Purchaser being entitled to receive the prompt return of its Xxxxxxx Money Deposit with interest), Seller’s liability for damages shall not exceed the amount of the Xxxxxxx Money Deposit posted with Escrow Agent at such time. Notwithstanding the foregoing, nothing contained in this ContractSection 13.1 will limit Purchaser’s remedies at law, in equity or as herein provided in pursuing remedies of a breach by Seller of any of the Termination Surviving Obligations.

Default by Seller. Except as specifically provided elsewhere in this Contract, in the event that Seller fails to consummate this Contract or if If Seller fails to perform any material obligation of Seller's other material obligations hereunder either Seller under this Agreement prior to or at the Closing and does not cure such failure or refusal results from any reason other than the termination within fifteen (15) days after receipt of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may as its only remedy either (i) terminate this Contract by giving written notice thereof to from Buyer asserting such failure (such failure, if not cured within such period, being a “Seller prior to or at the ClosingDefault”), in which event Purchaser then Buyer will be entitled to elect no later than sixty (60) days after the occurrence of such Seller Default, as Buyer’s sole and exclusive remedy against Seller, either to (a) terminate this Agreement and receive (i) a return of the Deposit NoteDeposit, whereupon (ii) reimbursement by Seller of an amount equal to Buyer’s Transaction Expenses (which amount shall be as set forth in a written notice provided by Buyer to Seller), and (iii) payment of a fee in the amount of Ten Million and No/100 Dollars ($10,000,000.00) (the “Termination Fee”), and, except for Obligations Surviving Termination, neither party hereto of the Parties will have any further rights liability or obligations hereunderobligation under this Agreement, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce seek specific performance of Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall not require against Seller to remove any title encumbrances placed on the Property after the Effective Date or require compel Seller to perform any covenant beyond such material obligations, including Seller’s obligation to convey the then current ability Membership Interests to Buyer as required under this Agreement; provided, however, that as a condition precedent to Buyer’s pursuit of Seller. In the event Purchaser fails to file an any action for specific performance performance, Buyer (i) must not then be in material breach of any of Buyer’s obligations under this Contract on or before ninety Agreement and (90ii) days after must maintain the date full Deposit in escrow until and during the pendency of such non-performance, Purchaser action. Buyer shall be deemed to have elected to proceed terminate this Agreement (as provided in clause (a) above) if Buyer does not file and serve Seller with a lawsuit asserting such cause of action within the foregoing sixty (60)-day period. The Parties have agreed that Buyer’s actual damages in the event of a Seller 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 Effective Date, if Buyer exercises its right under clause (ia) above, the amount of the Termination Fee, together with the amount of Buyer’s Transaction Expenses and the Deposit, is a reasonable estimate of the damages that Buyer would incur in the event of a Seller 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 obligations of Seller under clause (a) above and in this Section 6.1 shall be deemed to have waived its right to enforce specific performance survive the termination of this ContractAgreement pursuant to clause (a) above.

Default by Seller. Except as specifically provided elsewhere in this Contract, in In the event that Seller fails to consummate this Contract or if Seller fails to perform any of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant does not occur due to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations Seller’s default under this ContractAgreement and provided that Purchaser is not then in default hereunder, Purchaser may shall be entitled, as its only remedy sole remedy, either (ia) terminate this Contract by giving written notice thereof to Seller prior to or at receive the Closing, in which event Purchaser will be entitled to a return of the Deposit NoteExxxxxx Money and, whereupon neither party hereto will have any further rights if Seller’s default is the result of Seller’s willful acts or obligations hereunderomissions in contravention of acts necessary for the Closing to occur, except (a) that reimbursement from Seller will authorize for the Title Company to deliver to out-of-pocket expenses actually incurred by Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated in connection with the negotiation and preparation performance of this Agreement, including the costs of Purchaser’s due diligence investigations and financing fees, in an amount not to exceed One Hundred Thousand and No/100 Dollars ($100,000.00) (“Deal Costs”), which return and reimbursement shall operate to terminate this Agreement and its examination of the Propertyrelease Seller from any and all other liability hereunder, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (iib) to enforce specific performance of Seller's duties and ’s obligations under this Contract, hereunder provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file an such action for specific performance of this Contract on or before ninety is brought within sixty (9060) days after the date of such non-performance, default. Purchaser shall be deemed to have elected to proceed under clause terminate this Agreement and receive a refund of the Exxxxxx Money and Deal Costs if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before the date that is sixty (i60) above and shall be deemed following the date upon which Closing was to have waived its right occurred. The foregoing is not intended to enforce specific performance of this Contractlimit Seller’s indemnity obligations under other sections hereof or obligation to reimburse attorneys’ fees under Section 10.22.

Default by Seller. Except If the sale contemplated hereby is not consummated because of a default by Seller in its obligation to sell the Property in accordance with this Agreement after Purchaser has performed or tendered performance of all of its obligations in accordance with this Agreement, then Purchaser, as specifically provided elsewhere in this Contract, in the event that Seller fails to consummate this Contract or if Seller fails to perform any of Seller's other material obligations hereunder its sole and exclusive remedy shall elect either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right (a) to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may as its only remedy either (i) terminate this Contract by giving written notice thereof to Seller prior to or at the ClosingAgreement, in which event Purchaser will be entitled to a return all other rights and obligations of the Deposit Note, whereupon neither party hereto will have any further rights Seller and the Purchaser hereunder (except those set forth herein which expressly survive a termination of this Agreement) shall terminate immediately and the Purchaser shall receive the “Termination Fee” as set forth below; or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated to waive such matter or condition and proceed to Closing, with no reduction in the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of SellerPurchase Price. In the event Purchaser of such termination, the Xxxxxxx Money shall be refunded by the Escrow Agent to the Purchaser. Notwithstanding the preceding sentence, if, at Closing, the Seller fails to file comply in any material respect with any of its obligations contained in Article VI (the “Closing Obligations”), and if all conditions precedent to the Seller's obligations hereunder have been satisfied and the Purchaser has fully performed all of its obligations under the Agreement, the Purchaser shall have, in addition to the Purchaser's remedies contained in the preceding sentence, the option to waive all other actions, rights, or claims for damages for such failure, other than costs and expenses incurred in enforcing this Agreement, and to bring an equitable action to enforce the Closing Obligations by specific performance; provided, (i) the Purchaser shall provide written notice of the Purchaser's intention to enforce the Closing Obligations by specific performance, and (ii) the Purchaser's suit for specific performance of this Contract shall be filed against the Seller in a court having jurisdiction in the county and state in which the Property is located, on or before ninety sixty (9060) days after following the date of such non-performanceClosing Date, failing which, the Purchaser shall be barred from enforcing the Closing Obligations by specific performance and shall be deemed to have elected to proceed under terminate this Agreement as provided herein. In the event the a court prohibits specific performance or if Seller intentionally refuses to close such transaction, Purchaser may pursue a claim for monetary damages in an amount not to exceed Purchaser's actual and verifiable expenses in connection with this transaction. In the event the Purchaser elects to terminate this Agreement in accordance with clause (ia) above and of this Section 8.1, then the Purchaser shall be deemed entitled to have waived receive the sum of TWO MILLION AND NO/100 DOLLARS ($2,000,000.00) (the “Termination Fee”) from the Seller as liquidated damages and not as penalty, in full satisfaction of its right to enforce specific performance of this Contractclaims against the Purchaser hereunder. SELLER AND PURCHASER AGREE THAT THE PURCHASER’S DAMAGES RESULTING FROM THE SELLER’S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE AND THE TERMINATION FEE IS A FAIR ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SAID DAMAGES TO BE CERTAIN.

Default by Seller. Except as specifically provided elsewhere in this the Contract, in the event that Seller fails to consummate this Contract or if Seller fails to perform any of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may as its only remedy either remedies (i) terminate this Contract by giving written notice thereof to Seller prior to or at the Closing, in which event Purchaser will be entitled to a return of the Deposit Note, whereupon neither party hereto will have any further rights or obligations hereunder, except Xxxxxxx Money (aless the Independent Contract Consideration) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser interest thereon free and clear of any claims by the Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms party or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances not affirmatively placed on the Property after the Effective Date by Seller or require Seller to perform any covenant beyond the then current ability of Seller. In the event the Purchaser fails to file an action for provide notice to Seller within thirty (30) days of the scheduled Closing Date of Purchaser's election to seek specific performance of this Contract on or before ninety (90) days after the date of such non-performanceContract, Purchaser shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived its right to enforce specific performance of this Contract. Purchaser's remedies after Closing are limited solely to the remedies provided and to the extent set forth in SECTIONS 7 AND 8 above.

Default by Seller. Except as specifically provided elsewhere in If all conditions precedent to Seller’s obligation to close this Contract, in the event that Contract have been met or waived by Seller and Seller fails or refuses to consummate close this Contract or if Seller fails to materially perform any of Seller's other material obligations hereunder either prior to or at the Closing covenants and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly agreements set forth in this Contract to be performed by Seller, within the time limitations specified in this Contract, for any reason except Buyer’s material default hereunder, or Purchaser's failure if any warranty or representation by Seller in this Contract shall be materially untrue, then Buyer may elect, at Buyer’s option, to perform Purchaser's either: (a) seek specific performance of Seller’s obligations under this Contract, Purchaser may as its only remedy either ; or (ib) terminate this Contract by giving written notice thereof to Seller prior to or at the Closing, in which event Purchaser will be entitled to a return of the Deposit NoteContract, whereupon neither party hereto will Buyer and Seller shall have any no further rights or obligations hereunderunder this Contract (except for any obligation which expressly shall survive the termination of this Contract). Notwithstanding the foregoing, except (a) that Seller will authorize the Title Company if Buyer elects to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect theretoterminate this Contract under this paragraph, (b) that Seller shall reimburse Purchaser pay to Buyer, within ten (10) days after Buyer’s demand for such payment, an amount equal to Buyer’s out-of-pocket (i.e. third party) costs actually incurred by Buyer for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination due diligence review or otherwise attributable to or related to Buyer’s proposed purchase of the Property. Also, notwithstanding the foregoing, if Seller wrongfully conveys title to the Property to a person or entity other than Buyer or Buyer’s assignee, Buyer may pursue any remedy allowed by law or in equity including, the fees and disbursements of its counselbut not limited to, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall not require sue Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Sellerfor damages. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser These shall be deemed to have elected to proceed under clause (i) above Xxxxx’s sole and shall be deemed to have waived its right to enforce specific performance exclusive remedies and in full settlement of this Contractall claims for damages sustained by Buyer by reason of Xxxxxx’s default hereunder, other than as expressly set forth above.

Default by Seller. Except as specifically provided elsewhere in this Contract, in In the event that Seller fails to consummate this Contract or if Seller fails to perform any of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from the transactions contemplated hereby do not occur as herein provided by reason of any reason other than the termination default of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this ContractSeller, Purchaser may may, as its only remedy Purchaser’s sole and exclusive remedy, elect by notice to Seller within ten (10) Business Days following the Scheduled Closing Date, either of the following: (ia) terminate this Contract by giving written notice thereof to Seller prior to or at the ClosingAgreement, in which event Purchaser will be entitled receive from the Escrow Agent the Xxxxxxx Money Deposit, together with all interest accrued thereon, and reimbursement from Seller of Purchaser’s reasonable out of pocket costs and expenses payable to a return of third parties in connection with this transaction; provided, however, that the Deposit Note, reimbursement by Seller to Purchaser under this Agreement shall not exceed Two Hundred Thirty-nine Thousand Four Hundred Fifty-four Dollars ($239,454) and the aggregate reimbursement by Seller to Purchaser under this Agreement and the Other P&S Agreements shall not exceed Seven Hundred Fifty Thousand Dollars ($750,000) (the “Reimbursement Cap”); whereupon neither party hereto Seller and Purchaser will have any no further rights or obligations hereunderunder this Agreement, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, to the Termination Surviving Obligations; or (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) seek to enforce specific performance of Seller's duties ’s obligation to execute the documents required to convey the Property to Purchaser, it being understood and obligations under this Contract, provided agreed that the right to enforce remedy of specific performance shall not require be available to enforce any other obligation of Seller hereunder. Purchaser expressly waives its rights to remove any title encumbrances placed on seek damages in the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability event of Seller’s default hereunder. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause (i) above terminate this Agreement and shall be deemed receive back the Xxxxxxx Money Deposit if Purchaser fails to have waived its right to enforce file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located on or before thirty (30) days following the Scheduled Closing Date. Notwithstanding the foregoing, nothing contained in this Section 13.1 will limit Purchaser’s remedies at law, in equity or as herein provided in pursuing remedies of this Contracta breach by Seller of any of the Termination Surviving Obligations.

Default by Seller. Except as specifically provided elsewhere in this Contract, in In the event that the sale of the Property as contemplated under this Agreement is not consummated due to Seller’s default, including any failure or refusal of Seller fails to consummate this Contract or if Seller fails to perform any of Seller's other its covenants, agreements, obligations, duties and responsibilities under the terms and conditions of the Agreement, and the material breach of any representation or warranty made by Seller under the Agreement, Purchaser shall be entitled, at Purchaser’s option and as Purchaser’s sole remedy for a default by Seller either (a) to terminate the Agreement and receive the return of the Escrow Deposit, after which neither party shall have any rights or obligations under this Agreement, except for obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than which expressly survive the termination of this Contract by Agreement, or (b) to seek specific performance of Seller’s obligation to convey the Property to Purchaser in accordance with, and all other obligations of Seller pursuant to a right to terminate expressly set forth in to, the terms of this Contract or Purchaser's failure to perform Purchaser's obligations under this ContractAgreement. If specific performance is not an available remedy, Purchaser may terminate this Agreement and seek to recover its actual damages as its only remedy either a result of such default; provided, however, that in no event shall Seller’s liability exceed the lesser of (i) terminate this Contract by giving written notice thereof to Seller prior to or at the Closing, in which event Purchaser will be entitled to a return of the Deposit Note, whereupon neither party hereto will have any further rights or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms $250,000.00 or (ii) enforce the actual out-of-pocket expenses incurred by Purchaser and paid (A) to Purchaser’s attorneys in connection with the negotiation of this Agreement, (B) to any prospective lender as an application or commitment fee, and (C) to unrelated and unaffiliated third party consultants in connection with the performance of examinations, inspections and/or investigations pursuant to this Agreement. For purposes of this provision, specific performance shall be considered not available to Purchaser only if Seller has undertaken a willful or intentional act which prevents the Property from being conveyed to Purchaser (including, by way of Seller's duties and obligations under this Contractillustration, provided conveying the Property to a third party), or a court of competent jurisdiction determines conclusively that Purchaser is entitled to specific performance on the right merits of its claim but said court is unable to enforce specific performance shall not require Seller due to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant reasons beyond the then current ability control of Sellerthe court. In the event Purchaser fails As a condition precedent to file Purchaser’s exercising any right it may have to bring an action for specific performance as the result of this Contract on Seller’s failure or before refusal to perform its obligations hereunder, Purchaser must commence such an action within ninety (90) days after the date of scheduled Closing Date. Purchaser agrees that its failure to timely commence such non-performance, Purchaser an action for specific performance within such ninety (90) day period shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived a waiver by it of its right to enforce commence an action for specific performance performance. The foregoing remedies of this ContractPurchaser are mutually exclusive and only one of such remedies (whichever Purchaser elects) may be exercised.

Default by Seller. Except as specifically provided elsewhere in this Contract, in In the event that Seller fails to consummate this Contract or if Seller fails to perform the Closing of the purchase and sale transaction provided for herein does not occur as herein provided by reason of any default of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may may, as its only remedy Purchaser’s sole and exclusive remedy, elect by notice to Seller within ten (10) Business Days following the scheduled Closing Date, either of the following: (ia) terminate this Contract by giving written notice thereof to Seller prior to or at the ClosingAgreement, in which event Purchaser will receive from the Escrow Agent the Xxxxxxx Money Deposit (and the Independent Consideration shall be entitled paid to a return of the Deposit Note, Seller) whereupon neither party hereto Seller and Purchaser will have any no further rights or obligations hereunderunder this Agreement, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, to the Termination Surviving Obligations; or (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived its right seek to enforce specific performance of the Agreement, and in either event, Purchaser hereby waives all other remedies, including without limitation, any claim against Seller for damages of any type or kind including, without limitation, consequential or punitive damages. Failure of Purchaser to make the foregoing election within the foregoing ten (10) Business Day period shall be deemed an election by Purchaser to terminate this ContractAgreement and receive from the Escrow Agent the Xxxxxxx Money Deposit, whereupon Seller and Purchaser will have no further rights or obligations under this Agreement, except with respect to the Termination Surviving Obligations. Notwithstanding the foregoing, nothing contained in this Section 13.1 will limit Purchaser’s remedies at law, in equity or as herein provided in the event of a breach by Seller of any of the Closing Surviving Obligations after Closing or the Termination Surviving Obligations after termination.

Default by Seller. Except If Closing of the purchase and sale transaction provided for herein does not occur as specifically herein provided elsewhere in this Contract, in the event that Seller fails to consummate this Contract or if Seller fails to perform by reason of any default of Seller's other material obligations hereunder either prior , Purchaser may, as Purchaser’s sole and exclusive remedy, (a) elect by written notice to or at Seller within five (5) days following the scheduled Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right Date, to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may as its only remedy either (i) terminate this Contract by giving written notice thereof to Seller prior to or at the ClosingAgreement, in which event Purchaser will be entitled receive (x) from the Title Company, the Xxxxxxx Money Deposit, and (y) from Seller, reimbursement of Purchaser’s third-party legal and diligence costs (up to a return maximum of the Deposit Note$150,000), whereupon neither party hereto and Seller and Purchaser will have any no further rights or obligations hereunderunder this Agreement, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect theretoto the Termination Surviving Obligations, or (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file an action for pursue specific performance of this Contract on Agreement, so long as any action or before ninety proceeding commenced by Purchaser against Seller shall be filed and served within sixty (9060) days after the date of such non-performancescheduled Closing Date, and, in either event, Purchaser hereby waives all other remedies, including without limitation, any claim against Seller for damages of any type or kind including, without limitation, consequential or punitive damages. Unless otherwise expressly required pursuant to this Agreement, in no event shall Seller be deemed obligated to have elected to proceed under clause undertake any of the following (i) above change the condition of the Property or restore the same after any fire or casualty; (ii) expend money or post a bond to remove or insure over anything other than a Must-Cure Matter or to correct any matter shown on a survey of the Property; (iii) secure any permit, approval, or consent with respect to the Property or Seller’s conveyance thereof; or (iv) expend any money to repair, improve or alter the Improvements or any portion thereof. Notwithstanding the foregoing, nothing contained in this Section 13.1 will limit Purchaser’s remedies at law, in equity or as herein provided in the event of a breach by Seller of any of the Closing Surviving Obligations after Closing or the Termination Surviving Obligations after termination, subject to the terms and shall be deemed to have waived its right to enforce specific performance provisions of this ContractAgreement.

Default by Seller. Except as specifically provided elsewhere in this Contract, in In the event that Seller fails to consummate this Contract or if Seller fails to perform any of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any the transactions contemplated hereby do not occur as provided herein by reason other than of the termination default of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this ContractSeller, Purchaser may elect, as its only the sole and exclusive remedy either of Purchaser, to (i) terminate this Contract by giving written notice thereof to Seller prior to or at the Closing, in which event Purchaser will be entitled to a return of Agreement and receive the Deposit Notefrom the Escrow Agent, whereupon neither party hereto will and in such event Seller shall not have any further rights or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver liability whatsoever to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any hereunder other person than with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with to the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms Surviving Termination Obligations or (ii) enforce specific performance of Seller's duties and obligations under this Contract’s obligation to convey the Property, provided that without adjustment to, or credit against, the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Purchase Price; provided, however, if Seller. In the event Purchaser fails to file an action for ’s default hereunder makes specific performance of the Agreement unavailable (i.e., not merely impracticable or inconvenient) because Seller intentionally sold or conveyed the Property to anyone other than Purchaser (or its permitted assignee) prior to Closing in breach of this Contract on Agreement then, in addition to the return of the Deposit, Seller shall pay Purchaser, as Purchaser’s sole and exclusive remedy, a break-up fee equal $750,000, it being understood that Purchaser waives any right to any other fees, costs or before ninety (90) days after the date of such non-performance, damages. Purchaser shall be deemed to have elected to proceed under clause terminate this Agreement (as provided in subsection (i) above and shall be deemed above) if Purchaser fails to have waived deliver to Seller written notice of its right intent to enforce file a cause of action for specific performance against Seller on or before ten (10) days after written notice of this Contracttermination from Seller or ten (10) days after the originally scheduled Closing Date, whichever shall occur first, or having given Seller notice, fails to file a lawsuit asserting such cause of action within ninety (90) days after the originally scheduled Closing Date. Notwithstanding the foregoing, nothing contained herein shall limit Purchaser’s remedies at law or in equity, as to the Surviving Termination Obligations.

Default by Seller. Except If, on the Closing Date, any condition precedent to the obligation of Purchaser and General Partner to consummate the purchase of the Property hereunder has not been satisfied as specifically provided elsewhere a result of a breach by Seller of any of its representations or warranties in this Contract, Section 7.2 or default by Seller in any material respect in the event that Seller fails to consummate this Contract or if Seller fails to perform performance of any of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's its obligations under this ContractAgreement or any other agreement or instrument delivered by Seller concurrently herewith or subsequent hereto, including, without limitation, its obligation to deliver any of the agreements or other instruments required to be delivered under Section 5.2, then the sole and exclusive remedy of Purchaser may as its only remedy and General Partner shall be either to (i) file an action against Seller for specific performance, or (ii) terminate this Contract Agreement by giving delivering written notice thereof to Seller prior to or at the ClosingSeller, in which event Purchaser will shall be entitled to receive the Deposit together with interest earned thereon. In addition, (A) if Seller's default or breach consists of a return deliberate action or omission by Seller prior to Closing in bad faith and in violation of any of Seller's covenants in this Agreement prior to Closing, (B) said action or omission frustrates in any material respect Purchaser's right or ability to close hereunder or negatively and materially impairs the value of the Deposit NoteProperty and (C) as a result of such action or omission Purchaser terminates this Agreement, whereupon Seller agrees that it will reimburse Purchaser for all of Purchaser's and General Partner's reasonable out-of-pocket costs and expenses incurred in preparation for the purchase of the Property contemplated herein. Except as set forth above, neither party hereto will to this Agreement shall have any further rights or obligations hereunderhereunder other than any arising under any section herein which expressly provides that it survives the termination of this Agreement. SELLER SPECIFICALLY CONFIRMS THAT IT WAS REPRESENTED BY COUNSEL WHO EXPLAINED, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect theretoAT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THE LIMITED RIGHTS CONTAINED IN THIS PARAGRAPH (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived its right to enforce specific performance of this Contract).

Default by Seller. Except as specifically provided elsewhere in this ContractIf any of Seller's Representations contained herein are not true and correct on the Effective Date and continuing thereafter through and including the Closing Date, in the event that Seller fails to consummate this Contract or if Seller fails to perform any of the covenants and agreements contained herein to be performed by Seller within the time for performance as specified herein (including Seller's other material obligations hereunder obligation to close), Buyer may elect either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to (i) terminate expressly set forth in this Contract or Purchaser's failure to perform PurchaserBuyer's obligations under this Contract, Purchaser may as its only remedy either (i) terminate this Contract Agreement by giving written notice thereof to Seller prior to or at the ClosingSeller, in which event Purchaser will be entitled to a return of the Deposit Note, whereupon neither party hereto will have any further rights or obligations hereunder, except (a) that Seller will authorize the Title Company shall be returned immediately to deliver to Purchaser the Deposit Note Buyer and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser Buyer for its actual, reasonable, out of pocket third party costs associated with the negotiation and preparation of paid or incurred by Buyer to negotiate this Agreement and the Lease, conduct its examination of due diligence investigations and otherwise pursue the Propertytransactions contemplated hereby promptly (which costs will not, includingin the aggregate, the fees and disbursements of its counsel, advisersexceed $100,000), and agentsin any event within ten (10) business days, and after receipt of invoices for such costs (c) for provisions which obligation shall survive Closing by their terms any termination of this Agreement); or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file an action for specific performance performance. Seller agrees that in the event Buyer elects (ii) above, Buyer shall not be required to post a bond or any other collateral with the court or any other party as a condition to Buyer's pursuit of an action. The provisions of the immediately preceding sentence shall survive any termination of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser Agreement. Nothing in this Section 14.1 shall be deemed to have elected in any way to proceed limit or prevent Buyer from exercising any right of termination provided to Buyer elsewhere in this Agreement. Seller will indemnify, defend and hold Buyer harmless from and against Buyer's actual out of pocket expenses which result from a default by Seller of any of its post-closing obligations under clause (i) above and shall be deemed this Agreement, which will not exceed a total liability to have waived its right to enforce specific performance Seller of this Contract$500,0000 in the aggregate.

Default by Seller. Except as specifically provided elsewhere in this Contract, in the event that Seller fails to consummate this Contract or if Seller fails to perform any of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may as its only remedy either (i) terminate this Contract by giving written notice thereof to Seller prior to or at the Closing, in which event Purchaser will be entitled to a return of the Deposit Note, whereupon neither party hereto will have any further rights or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, without limitation, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances Encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived its right to enforce specific performance of this Contract.

Default by Seller. Except as specifically provided elsewhere in this Contract, in In the event that Seller fails to consummate this Contract or if Seller fails to perform any of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any the transactions contemplated hereby do not occur as provided herein by reason other than of the termination default of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this ContractSeller, Purchaser may elect, as its only the sole and exclusive remedy either of Purchaser, to (i) terminate this Contract by giving written notice thereof to Seller prior to or at the Closing, in which event Purchaser will be entitled to a return of Agreement and receive the Deposit Notefrom the Escrow Agent, whereupon neither party hereto will have any further rights and, if Seller’s default is intentional or obligations hereunderwillful, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of all out-of-pocket expenses incurred by Purchaser in connection with this Agreement, including, without limitation, all fees, costs associated or expenses incurred by Purchaser in connection with the negotiation and preparation financing of this Agreement and its examination intended acquisition of the Property, includingsuch as loan deposits, commitment fees, rate lock letters and similar lender expenses in an amount not to exceed in the fees aggregate Two Hundred Fifty Thousand and disbursements of its counsel, advisers00/100 Dollars ($250,000.00), and agentsthereafter, and (c) for provisions which survive Closing by their terms Seller shall not have any liability whatsoever to Purchaser hereunder other than with respect to the Surviving Termination Obligations, or (ii) enforce specific performance of Seller's duties and obligations under this Contract’s obligation to convey the Property, provided that without adjustment to, or credit against, the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of SellerPurchase Price. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause terminate this Agreement (as provided in subsection (i) above and above) if Purchaser fails to deliver to Seller written notice of its intent to file a cause of action for specific performance against Seller on or before ten (10) days after the originally scheduled Closing Date, or having given Seller notice within such 10 day period, fails to file a lawsuit asserting such cause of action within thirty (30) days after the originally scheduled Closing Date. Notwithstanding the foregoing, nothing contained herein shall be deemed limit Purchaser’s remedies at law or in equity, as to the Surviving Termination Obligations. Furthermore, notwithstanding anything to the contrary contained herein, in the event Purchaser terminates the Agreement pursuant to Section 7.3 hereof, Purchaser shall not have waived its the right to enforce specific performance of this Contractterminate the Agreement pursuant to Section 13.1 and visa versa.

Default by Seller. Except as specifically provided elsewhere in this Contract, in If the event that Seller Closing fails to consummate this Contract or if Seller fails to perform any occur by reason of Seller's other material obligations hereunder either prior to or at the Closing and such ’s failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's its obligations hereunder in any material respect or any material misrepresentation by Seller under this ContractAgreement existing on the Closing Date, then provided Purchaser is not in default, Purchaser may shall have the right, to elect, as its only remedy either sole and exclusive remedy, to: (ia) terminate this Contract Agreement by giving written delivering notice thereof to Seller prior to or at the Closing, in which event Purchaser will be entitled to a return of the Deposit Note, whereupon neither party hereto will have any further rights or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, Seller; (b) that Seller shall reimburse Purchaser for its out waive such default and/or breach and proceed to close the Transaction without any reduction of pocket costs associated with or credit against the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and Purchase Price; or (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that ’s obligation to execute the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller documents required to perform any covenant beyond the then current ability of Sellerits obligations at Closing hereunder in accordance with Section 6.2. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause (i) above terminate this Agreement and shall not be deemed entitled to have waived its right to enforce specific performance by Seller if Purchaser fails to file a lawsuit for specific performance against Seller on or before the date which occurs thirty (30) days after the Closing Date. All other claims to damage and other rights and remedies available to Purchaser at law or in equity with respect to a breach of representation or warranty by Seller under this Agreement which occurs and is discovered by Purchaser on or prior to the Closing are hereby waived by Purchaser. In the event Purchaser elects to terminate this Agreement in accordance with the foregoing, the Deposit shall be promptly returned to Purchaser and Seller shall reimburse Purchaser for Purchaser’s out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses), as supported by reasonable documentation, incurred in connection with Purchaser’s due diligence investigations and the negotiation and execution of this ContractAgreement, not to exceed $150,000 in the aggregate, and neither party shall have any further rights, obligations or liabilities under this Agreement except for those which are expressly stated herein to survive the termination of this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, Purchaser shall provide five (5) days’ notice to Seller of any alleged breach, and Purchaser may not exercise its rights under this Section 10.2 unless and until Seller fails to cure such breach within such five (5) day period. The Closing Date shall be extended to the extent necessary to afford Seller the full five (5) day period within which to cure such breach. In no event shall Seller be liable to Purchaser for any consequential, exemplary, punitive or any other type of damages or for unrealized expectations or other similar claims under this Agreement or otherwise relating to the Property. Notwithstanding the foregoing, this Section 10.2 shall not limit in any way Purchaser’s rights and remedies for obligations that survive Closing.

Default by Seller. Except as specifically provided elsewhere in this the Contract, in the event that Seller fails to consummate the transaction contemplated by this Contract or the 777 Main Contract or if Seller fails breaches its obligation to perform any of Seller's ’s other material obligations hereunder or thereunder either prior to or at the Closing and such failure or refusal breach results from any reason other than the termination of this Contract and the 777 Main Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or the 777 Main Contract, as applicable, or Purchaser's ’s failure to perform Purchaser's ’s obligations under this Contract and/or the 777 Main Contract, as applicable, Purchaser may as its only remedy either remedies: (ia) terminate this Contract and the 777 Main Contract by giving written notice thereof to Seller prior to or at the Closing, in which event Purchaser will shall be entitled to a return of the Deposit Note, whereupon neither party hereto will have any further rights or obligations hereunder, except Xxxxxxx Money (aas defined herein and in the 777 Main Contract) that Seller will authorize (less the Title Company to deliver to Purchaser the Deposit Note Independent Contract Consideration) and Title Company will deliver the Deposit Note to Purchaser interest thereon free and clear of any claims by Seller or any other person party, plus a reimbursement of Purchaser’s reasonably incurred third-party, out-of-pocket costs incurred in connection with respect theretoPurchaser’s negotiation of this Contract and the 777 Main Contract and its due diligence investigations in connection therewith, not to exceed Seven Hundred Fifty Thousand Dollars ($750,000) total under this Contract and the 777 Main Contract; or (b) (exercisable by Purchaser only from and after the Termination Date, on the assumption that Seller shall reimburse Purchaser for its out of pocket costs associated with has not duly terminated this Contract on or before the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (iiTermination Date under Section 6.6 hereof) enforce specific performance of Seller's ’s duties and obligations under this Contract and the 777 Main Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances not affirmatively placed on the Property after (or the Effective Date 777 Main Property, as applicable) by Seller or require Seller to perform any covenant beyond the then current ability of Sellerexcept as otherwise required under this Contract. In the event the Purchaser fails to file an action for specific performance of this Contract and the 777 Main Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause (ia) above and shall be deemed to have waived its right to enforce specific performance of this Contract and the 000 Xxxx Xxxxxxxx. Purchaser must exercise the same remedy (either termination or specific performance, as provided above) under this Contract and the 000 Xxxx Xxxxxxxx. Purchaser’s remedies after Closing are limited solely to the remedies provided and to the extent set forth in Sections 7 and 8 above. Notwithstanding the foregoing, Seller and Purchaser hereby agree that on or prior to the Termination Date, Purchaser shall not be entitled to pursue or enforce specific performance of Seller’s duties and obligations under this Contract or the 777 Main Contract or to enforce any other remedies at law or equity, other than termination of this Contract and the 777 Main Contract as provided in clause (a) above or the liquidated damages payment provided in the following sentence. In lieu of the right to enforce specific performance, and only from the Effective Date until the Termination Date, in the event of a default by Seller that would otherwise have entitled Purchaser to pursue or enforce specific performance of Seller’s duties and obligations under this Contract and the 777 Main Contract, Purchaser shall be entitled to a liquidated damages payment equal to Thirty Million Dollars ($30,000,000) in total under this Section 10.1 and under Section 10.1 of the 000 Xxxx Xxxxxxxx.

Default by Seller. Except as specifically provided elsewhere in this Contract, in In the event that Seller fails to consummate this Contract Agreement or if Seller fails to perform any of Seller's ’s other material obligations hereunder either prior to or at the Closing Close of Escrow, and such failure or refusal continues for a period of ten (10) business days after the date on which Seller receives Buyer’s written notice of default, or such longer period of time as may be reasonably required to cure such default if, within said ten (10) business day period, Seller commences and thereafter diligently pursue completion of the cure of same, and such failure or refusal results from any reason other than the termination of this Contract by Purchaser Agreement pursuant to a right to terminate expressly set forth in this Contract Agreement or Purchaser's Buyer’s failure to perform Purchaser's Buyer’s obligations under this ContractAgreement, Purchaser may Buyer may, as its only remedy sole and exclusive remedies, either (i) terminate this Contract Agreement by giving written notice thereof to Seller prior to or at the ClosingClose of Escrow, in which event Purchaser will be entitled (A) Seller shall pay to a return Buyer all of the out-of-pocket costs and expenses incurred by Buyer in connection with this Agreement, including without limitation Buyer’s reasonable attorneys’ fees and expenses, not to exceed the sum of One Hundred Fifty Thousand Dollars ($150,000) in the aggregate (which obligations shall survive such termination), and (B) Escrow Holder shall pay to Buyer the entire Deposit Notefree and clear of any claims by Seller, whereupon and thereafter, neither party hereto Seller nor Buyer will have any further rights duties or obligations to the other hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms as otherwise provided herein; or (ii) enforce specific performance of Seller's ’s duties and obligations under this Contract, provided that the right Agreement. As a condition precedent to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file filing an action for specific performance performance, Buyer must deliver notice to Seller of this Contract on or before ninety its intention to file such action within sixty (9060) days after the date scheduled Close of Escrow and such nonaction must be commenced within one hundred twenty (120) days of the scheduled Close of Escrow. If, following the Close of Escrow, (A) Buyer discovers that any representation or warranty of Seller herein was false, misleading or inaccurate in any material respect when made, or (B) Seller fails to meet, comply with or perform any covenant, agreement or obligation to be performed by Seller hereunder within ten (10) business days of Buyer’s written demand therefor (each of the foregoing referred to as a “Post-performanceClosing Default”), Purchaser as applicable, and subject to the applicable survival periods set forth herein, Buyer shall have the right to bring an action or proceeding against Seller; provided, however, in no event shall Buyer have any right to bring any action or proceeding against Seller for a Post-Closing Default which asserts a claim for monetary damages unless and until Buyer’s actual, direct damages resulting from such Post-Closing Default exceed the sum of One Million Dollars ($1,000,000) in the aggregate (“Damages Floor”), and Buyer hereby waives, to the fullest extent permitted by law, any and all claims and rights of recovery Buyer has or may have against Seller with respect to any such Post-Closing Default(s) unless and until Buyer’s actual, direct damages exceed, in the aggregate, the Damages Floor; except that the Damages Floor shall not apply to claims based upon fraud or willful misconduct. For the avoidance of doubt, if Buyer’s actual, direct damages exceed, in the aggregate, the Damages Floor, Buyer shall be deemed entitled to have elected the recovery of all of its damages without reference to proceed any floor or other limitation thereon. Notwithstanding the foregoing, however, under clause no circumstances shall Seller’s liability to Buyer with respect to any and all Post-Closing Defaults exceed the sum of Three Million Dollars (i$3,000,000) above and shall be deemed to have waived its right to enforce specific performance in the aggregate. The provisions of this ContractSection shall survive the Close of Escrow.

Default by Seller. Except If Seller defaults hereunder, then Buyer may, as specifically provided elsewhere in this ContractBuyer's sole and exclusive remedy for such default, in either (i) bring an action against the event that Seller fails to consummate this Contract or if Seller fails to perform any for specific performance of the Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may as its only remedy either or (iii) terminate this Contract by giving written notice thereof to Seller and the Title Company at or prior to or at the Closing, in which event Purchaser will be entitled to a return of the Deposit NoteClosing Date, whereupon the Title Company shall deliver the Xxxxxxx Money Deposit (including the interest earned thereon) to Buyer and thereafter neither party hereto will shall have any further rights or obligations hereunder, except (a) as otherwise set forth herein. If Buyer institutes proceedings for specific performance, the date of entry of final judgment on the complaint for specific performance is referred to herein as the "Judgment Date." If Buyer is the prevailing party in its action for specific performance on the Judgment Date, the parties shall proceed to Closing in accordance with the provisions of this Contract. The Closing Date, for purposes of this paragraph, shall be that day on which all applicable appeal periods have expired. If Seller will authorize is the prevailing party in such proceedings on the Judgment Date, this Contract shall automatically terminate, Title Company shall pay the Xxxxxxx Money Deposit to deliver Seller, and the parties shall have no further obligations to Purchaser each other under this Contract except as otherwise specifically set forth in this Contract. In the Deposit Note and Title Company will deliver event Seller conveys or hypothecates the Deposit Note Project to Purchaser free a third party in violation of any claims by the terms hereof, Buyer shall have the right to prosecute an action for damages against Seller or any other person with respect theretoin an amount not to exceed Buyer's actual, (b) that Seller shall reimburse Purchaser for its out of out-of-pocket costs associated and expenses incurred in connection with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file an action for specific performance enforcement of this Contract on and the Inspection of the Project. In no event shall Buyer be entitled to seek any punitive, consequential, special or before ninety (90) days after the date indirect damages from Seller with respect to any matter arising out of or in connection with this Contract and Buyer hereby waives any and all rights to seek such non-performance, Purchaser shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived its right to enforce specific performance of this Contractdamages.

Default by Seller. Except as specifically provided elsewhere in this ContractIf any condition set forth herein for the benefit of Purchaser cannot or will not be satisfied prior to Closing, in or upon the occurrence of any other event that Seller fails would entitle Purchaser to consummate terminate this Contract or Agreement and its obligations hereunder, and if Seller fails to perform cure any such matter or satisfy such condition by the earlier of Seller's other material obligations hereunder either prior to or at the Closing Date or ten (10) days after notice thereof from Purchaser (or such other time periods as may be explicitly provided for herein), unless otherwise provided for in this Agreement, Purchaser, as its sole and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right exclusive remedy shall elect either (a) to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may as its only remedy either (i) terminate this Contract by giving written notice thereof to Seller prior to or at the ClosingAgreement, in which event all other rights and obligations of Seller and Purchaser will be entitled to hereunder (except those set forth herein which expressly survive a return termination of the Deposit Note, whereupon neither party hereto will have any further rights this Agreement) shall terminate immediately; or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated to waive such matter or condition and proceed to Closing, with no reduction in the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of SellerPurchase Price. In the event Purchaser of such termination, the Exxxxxx Money shall be refunded by the Escrow Agent to Purchaser. Notwithstanding the preceding sentence, if, at Closing, Seller fails to file comply in any material respect with any of its obligations contained in Section 6.2 or Section 6.4 (the “Closing Obligations”), and if all conditions precedent to Seller’s obligations hereunder have been satisfied and Purchaser has fully performed all of its obligations under the Agreement, Purchaser shall have, in addition to Purchaser’s remedies contained in the preceding sentence, the option to waive all other actions, rights, or claims for damages for such failure, other than costs and expenses incurred in enforcing this Agreement, and to bring an equitable action to enforce the Closing Obligations by specific performance; provided, (a) Purchaser shall provide written notice of Purchaser’s intention to enforce the Closing Obligations by specific performance, and (b) Purchaser’s suit for specific performance of this Contract shall be filed against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before ninety sixty (9060) days after following the date of such non-performanceClosing Date, failing which, Purchaser shall be barred from enforcing the Closing Obligations by specific performance and shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived its right to enforce terminate this Agreement as provided herein. In the event that a court prohibits specific performance of or if Seller intentionally refuses to close such transaction, Purchaser may pursue a claim for monetary damages in an amount not to exceed Purchaser’s actual and verifiable expenses in connection with this Contracttransaction.

Default by Seller. Except as specifically provided elsewhere in this Contract, in the event that If Seller fails to consummate this Contract or if Seller fails to perform any of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may as its only remedy either (i) terminate this Contract by giving written notice thereof to Seller prior to or at defaults in its Closing obligations (i.e., defaults in the Closing, in which event Purchaser will be entitled to a return of the Deposit Note, whereupon neither party hereto will have any further rights or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free performance of any claims by Seller of its obligations hereunder which are to be performed on, or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, includingas of, the fees and disbursements of its counselClosing Date), advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of otherwise materially defaults hereunder and such material Default is not cured within ten (10) days after notice thereof from Purchaser to Seller's duties , then, and obligations under this Contractin either such event, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file may, as its sole remedy therefor, either (x) pursue an action for specific performance of this Contract Agreement by Seller hereunder, without abatement, credit against or reduction of the Purchase Price or (y) terminate this Agreement by written notice to Seller and Escrowee, whereupon the Deposit shall be refunded to Purchaser; it being understood and agreed that in no event shall Purchaser be entitled to money damages. Notwithstanding the foregoing, (A) if Seller wilfully defaults in the performance of its obligations hereunder beyond any applicable notice and cure period and Purchaser terminates this Agreement by reason thereof, Purchaser shall have a claim for damages on or before ninety account thereof, not to exceed $150,000 in the aggregate and (90B) days after if Seller wilfully defaults in the date performance of such non-its Closing obligations hereunder and Purchaser prevails in an action for specific performance, Purchaser shall be deemed entitled to reimbursement from Seller in an amount equal to reasonable attorneys' fees and disbursements incurred by Purchaser in connection with prosecuting the action for specific performance, not to exceed $50,000 in the aggregate. Except as expressly provided in this Section 12.2, Purchaser waives any other right or remedy, at law or in equity, which Purchaser may have elected or be entitled to proceed under clause (i) above and shall be deemed to have waived its right to enforce specific performance as a result of this Contractany default by Seller.

Default by Seller. Except as specifically provided elsewhere in this Contract, in In the event that Seller fails to consummate this Contract or if Seller fails to perform the Closing of the purchase and sale transaction provided for herein does not occur as herein provided by reason of any default of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by , Purchaser pursuant to a right to terminate expressly set forth in this Contract or may, as Purchaser's failure sole and exclusive remedy, elect by notice to perform Purchaser's obligations under this ContractSeller within thirty (30) Business Days following the scheduled Closing Date, Purchaser may as its only remedy either of the following: (ia) terminate this Contract by giving written notice thereof to Seller prior to or at the ClosingAgreement, in which event Purchaser will receive from the Title Company the Xxxxxxx Money Deposit (and the Independent Consideration shall be entitled paid to a return of the Deposit Note, Seller) whereupon neither party hereto Seller and Purchaser will have any no further rights or obligations hereunderunder this Agreement, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, to the Termination Surviving Obligations; or (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived its right seek to enforce specific performance of the Agreement, and in either event, Purchaser hereby waives all other remedies, including without limitation, any claim against Seller for damages of any type or kind including, without limitation, consequential or punitive damages. Failure of Purchaser to make the foregoing election within the foregoing thirty (30) Business Day period shall be deemed an election by Purchaser to terminate this ContractAgreement and receive from the Title Company the Xxxxxxx Money Deposit, whereupon Seller and Purchaser will have no further rights or obligations under this Agreement, except with respect to the Termination Surviving Obligations. Notwithstanding the foregoing, nothing contained in this Section 13.1 will limit Purchaser's remedies at law, in equity or as herein provided in the event of a breach by Seller of any of the Closing Surviving Obligations after Closing or the Termination Surviving Obligations after termination.

Default by Seller. Except as specifically In the event title shall fail to close hereunder through no default of Purchaser and by reason of a default by Seller, Purchaser shall retain all rights and remedies provided elsewhere at law or in equity against Seller, its successors or assigns including, without limitation, the specific performance of this ContractAgreement. Purchaser shall have the right to elect to receive, in the event that lieu of all other rights or remedies otherwise provided by law or in equity against Seller fails to consummate this Contract or if Seller fails to perform against any officer, director, official or employee of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract , all out-of-pocket expenses incurred by Purchaser pursuant to a right to terminate expressly set forth in connection with this Contract or Purchaser's failure to perform Purchaser's obligations under this Contracttransaction, Purchaser may as its only remedy either (i) terminate this Contract by giving written notice thereof to Seller prior to or at the Closingincluding but not limited to, in which event Purchaser will be entitled to a return of the Deposit Note, whereupon neither party hereto will have any further rights or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note Purchaser's internal costs and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect theretoexpenses, (b) that Seller shall reimburse Purchaser for its out the fees of pocket costs Purchaser's outside attorneys, (c) the legal fees of Lender's counsel, (d) the nonrefundable portion of Lender's commitment fee, (e) the cost of Lender's due diligence and environmental reviews, (f) all of the verified cost of Lender's rate lock instrument, and (g) the cost of the Engineering Report, the Environmental Report, the appraisal, the Survey, and any fees and charges associated with the negotiation Title Policy and preparation Escrow Agent, in an amount not to exceed the sum of One Hundred Seventy Five Thousand Dollars ($175,000.00), as liquidated and agreed damages. For purposes of this Agreement, any one of the following shall be deemed a "default by Seller" under this Agreement: (a) Seller's failure to deliver any reports, surveys, documents or other items required to be so delivered under the provisions of this Agreement; (b) the willful refusal of Seller to either consummate the sale of the Property provided for herein or perform all obligations required of Seller pursuant to the provisions of this Agreement; or (c) a breach of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller. /S/ BK__________ /S/ SB__________ Purchaser's Initials Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived its right to enforce specific performance of this Contract.Initials

Default by Seller. Except as specifically provided elsewhere in this Contract, in In the event that Seller fails to consummate this Contract or if Seller fails to perform any of Seller's other material its obligations hereunder either prior to or at the Closing and such failure or refusal results from under this Agreement for any reason other than Purchaser’s default or the permitted termination of this Contract Agreement by Seller or Purchaser pursuant to a right as herein expressly provided, Purchaser shall be entitled, as its sole and exclusive remedy at law or in equity, either (a) to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may as its only remedy either (i) terminate this Contract Agreement by giving written notice thereof to Seller prior to or at the Closing, in which event case the Xxxxxxx Money shall be returned to Purchaser will be entitled to a return of the Deposit Note, whereupon and neither party hereto will shall have any further rights rights, obligations or obligations hereunderliabilities hereunder except to the extent that any right, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free obligation or liability set forth herein expressly survives termination of any claims by Seller this Agreement, or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) to enforce specific performance of Seller's duties ’s obligation to execute the documents required to convey the Property to Purchaser, it being understood and obligations under this Contract, provided agreed that the right to enforce remedy of specific performance shall not require be available to enforce any other obligation of Seller hereunder. Purchaser expressly waives its rights to remove any title encumbrances placed on seek and obtain damages in the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability event of Seller. In the event ’s default hereunder; provided, however, that if Purchaser fails terminates this Agreement pursuant to file an action for specific performance clause (a) of this Contract on or before ninety Section 6.2, then Seller shall promptly reimburse Purchaser for its actual, documented out-of-pocket expenses incurred in connection with this Agreement and the transaction contemplated hereunder, not to exceed Fifty Thousand and No/100 Dollars (90) days after the date of such non-performance, $50,000.00). Purchaser shall be deemed to have elected to proceed under clause terminate this Agreement and receive back the Xxxxxxx Money if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before one hundred twenty (i120) above and shall be deemed days following the date upon which Closing was to have waived its right to enforce specific performance of this Contractoccurred.

Default by Seller. Except as specifically provided elsewhere in this Contract, in the event that If Seller fails to consummate perform any obligation of Seller under this Contract Agreement prior to or at any Closing and does not cure such failure (a) within five (5) Business Days after receipt of written notice from Buyer asserting such failure, if Seller fails to timely deliver Closing Documents or authorize Closing if and when required of Seller for Closing to occur under this Agreement, or (b) within fifteen (15) Business Days after receipt of written notice from Buyer asserting such failure, if Seller fails to perform any other obligation of Seller (any such failure, if not cured within such period, being a “Seller Default”), then Buyer will elect by giving written notice to Seller and Escrow Agent within thirty (30) days after the occurrence of such Seller Default, as Buyer’s sole and exclusive remedy against Seller's other material obligations hereunder , either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may as its only remedy either (i) terminate this Contract by giving written notice thereof to Seller prior to or at the ClosingAgreement, in which event Purchaser will be entitled to Buyer shall receive a return of the Deposit Noteand its reasonably documented out-of-pocket expenses (not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000)) incurred in connection with negotiating this Agreement, whereupon performing due diligence, processing the Loan Assumption and otherwise in connection with this transaction, and except for Obligations Surviving Termination, neither party hereto of the Parties will have any further rights liability or obligations hereunderobligation under this Agreement, except (aii) that to bring a suit for specific performance against Seller will authorize to compel Seller to convey the Title Company Property to deliver Buyer as required under this Agreement, or (iii) sxx for damages if specific performance is not available as a remedy to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free Buyer as a result of Seller’s conveyance of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation Site to a third party in violation of this Agreement Agreement; provided, however that as a condition precedent to Buyer’s pursuit of any action for specific performance, Buyer (x) must maintain the full Deposit in escrow until and its examination during the pendency of the Property, including, the fees and disbursements of its counsel, advisers, and agentssuch action, and (cy) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties must demonstrate to the court Buyer’s readiness, willingness and obligations under this Contract, provided that the right ability to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of SellerClose. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser Buyer shall be deemed to have elected to proceed under clause terminate this Agreement (ias provided in Section 6.1(i) above and shall be deemed above) if Buyer does not deliver to have waived its right Seller written notice of Buyer’s intent to enforce file a cause of action for specific performance against Seller on or before thirty (30) days after such Seller Default, or having timely given Seller such notice, fails to file and serve Seller with a lawsuit asserting such cause of this Contractaction within sixty (60) days after such notice.

Default by Seller. Except as specifically provided elsewhere in this Contract, in In the event that Seller the transaction contemplated by this Agreement fails to consummate this Contract or if Seller fails close due to perform any of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contractdefault, Purchaser may shall be entitled, as its only remedy either sole remedy, either: (ia) terminate this Contract by giving written notice thereof to Seller prior to or at receive the Closing, in which event Purchaser will be entitled to a return of the Deposit NoteDeposit, whereupon neither party hereto will have which return shall operate to terminate this Agreement and release Seller from any further rights or obligations and all liability hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) provided that Seller shall reimburse Purchaser for its out of all reasonable out-of-pocket costs associated incurred by Purchaser in connection with the negotiation and preparation of this Agreement and its examination inspection of the Property, includingnot to exceed $75,000, the plus reimbursement of any fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms due pursuant to Section 10.16 hereof or (iib) to enforce specific performance of Seller's duties and obligations under this ContractAgreement, provided it being acknowledged that the right to enforce Property is unique and that monetary damages would not be an adequate remedy of specific performance shall not require be available to enforce any other obligation of Seller hereunder. Purchaser shall be deemed to remove any title encumbrances placed on have elected to terminate this Agreement and receive back the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Deposit if Purchaser fails to file an action suit for specific performance of this Contract against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before ninety (90) days after following the date of such non-performance, Purchaser shall be deemed upon which Closing was to have elected occurred. If Purchaser timely elects to proceed under clause (i) above and shall be deemed to have waived its right to enforce seek specific performance of this Contract.Agreement, then as a condition precedent to any suit for specific performance, Purchaser shall, on or before the Closing Date, time being of the essence, fully perform all of its obligations hereunder which arc capable of being performed (other than the payment of the Purchase Price, which shall be paid as and when required by the court in the suit for specific performance). In addition, notwithstanding any provision to the contrary contained in this Agreement, the parties hereto hereby agree that Seller's aggregate liability for any actual or alleged default or breach of this Agreement (including, without limitation, any breach of a representation or warranty made by Seller hereunder, but excluding any claim based upon Seller failure to close the sale of the Property when legally required to do so as to which Purchaser's sole remedies are set forth in the first sentence of this Section 6.2), or any other claim arising under or relating to this Agreement and/or the Property, shall not exceed the Cap (as defined in Section 5.3 hereof). The foregoing limitation of remedies and liability was separately bargained for and constitutes material consideration for Seller entering into this Agreement. 6.3

Default by Seller. Except as specifically provided elsewhere in this Contract, in In the event that the sale of the Property as contemplated hereunder is not consummated due to default by Seller fails to consummate this Contract or if Seller fails to perform any of hereunder, Buyer shall be entitled, as its sole remedy for Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contractdefault, Purchaser may as its only remedy either (ia) terminate this Contract by giving written notice thereof to Seller prior to or at receive the Closing, in which event Purchaser will be entitled to a return of the Deposit Note, whereupon neither party hereto will have any further rights or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser Option Payment and the Deposit Note including all Withdrawals (together with all interest accrued or deemed accrued thereon), and Title Company will deliver the Deposit Note to Purchaser free of any claims by recover from Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its Buyer's actual third party out of pocket costs associated incurred in connection with Buyer's due diligence (which costs, together with any costs incurred by Buyer in connection with the negotiation 601 Property and preparation of this Agreement and its examination of the 625 Property, including, the fees and disbursements of its counsel, advisers, and agents, and shall not exceed Two Hundred Thousand Dollars (c) for provisions which survive Closing by their terms $200,000); or (iib) to enforce specific performance of Seller's duties obligation to convey the Property to Buyer in accordance with the terms of this Agreement, it being understood and obligations under this Contract, provided agreed that the right to enforce remedy of specific performance shall not require be available to enforce any other obligation of Seller hereunder. Except as otherwise expressly provided in this Section 19.2 above, Buyer expressly waives its rights to remove any title encumbrances placed on seek damages in the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability event of Seller's default hereunder. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser Buyer shall be deemed to have elected to proceed under clause terminate this Agreement if Buyer fails to file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Real Property is located, on or before one hundred twenty (i120) days following the date upon which Closing was to have occurred. Notwithstanding the above and provisions of this Section 19.2 to the contrary, Buyer shall be deemed entitled to have waived its right to enforce seek damages against Seller as allowed by applicable law in the event that Buyer shall be prevented from obtaining specific performance of Seller's obligation to convey title to the Property to Buyer as required under this ContractAgreement by reason of Seller's grant or conveyance of the Property, any right or interest therein or any lien or encumbrance thereon to any other party.

Default by Seller. Except as specifically provided elsewhere in this ContractIf the Closing fails to occur by reason of Seller’s failure or refusal to perform, in all material respects, its obligations hereunder or any material misrepresentation by Seller under this Agreement existing on the event that Closing Date (Purchaser hereby agreeing to give such written notice to Seller fails to consummate this Contract within five (5) business days after Purchaser first learns of any such default or breach or misrepresentation by Seller, except no notice or cure period shall apply if Seller fails to perform any timely consummate the sale of Seller's other material obligations hereunder either prior the Property hereunder), then Purchaser shall have the right, to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contractelect, Purchaser may as its only remedy either sole and exclusive remedy, to: (ia) terminate this Contract Agreement by giving written delivering notice thereof to Seller prior to or at the Closing, in which event Purchaser will be entitled to a return of the Deposit Note, whereupon neither party hereto will have any further rights or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, Seller; (b) that Seller shall reimburse Purchaser for its out waive such default and/or breach and proceed to close the Transaction without any reduction of pocket costs associated with or credit against the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and Purchase Price; or (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties ’s obligation to complete the Transaction and obligations under convey the Property to Purchaser in accordance with this Contract, Agreement; provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file an such action for specific performance of this Contract on or before ninety (90) days must be commenced within 15 Business Days after the date of such non-performancescheduled Closing Date. IN NO EVENT SHALL SELLER’S DIRECT OR INDIRECT PARTNERS, Purchaser shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived its right to enforce specific performance of this ContractSHAREHOLDERS, 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.